SHF Holdings, Inc 8-K, filed Oct 1, 2026
SHF Holdings, Inc. (SHFS)
About this 8-K
SHF Holdings, Inc filed this 8-K on October 1, 2026, reporting on events of September 29, 2026.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modifications to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 29, 2026, SHF Holdings, Inc. (the “Company”or “Safe Harbor”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Certificate of Amendment effected a reverse stock split of the Company’s common stock at a ratio of 1-for-12, which was previously approved by the Company’s stockholders on November 6, 2025 and by the Board of Directors of the Company on September 16, 2026. The Certificate of Amendment became effective at 12:01 a.m., Eastern Time, on September 30, 2026.
The Company’s common stock will continue to trade on the Nasdaq Stock Market LLC under the existing ticker symbol “SHFS.” The new CUSIP number for the Company’s common stock is 824430 409. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Cautionary Statement Regarding Forward-Looking Statements:
Certain information contained in this Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included herein may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Forward-looking statements may include, but are not limited to, statements with respect to the Certificate of Amendment and our continued listing on the Nasdaq Stock Market LLC. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “outlook,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in Safe Harbor’s filings with the U.S. Securities and Exchange Commission. Safe Harbor undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of SHF Holdings, Inc. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHF HOLDINGS, INC. | ||
| Date: September 30, 2026 | By: | /s/ Terrance E. Mendez |
| Terrance E. Mendez | ||
| Chief Executive Officer and Chief Financial Officer | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SHF HOLDINGS, INC.
SHF Holdings, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Second Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 28, 2022 (as amended, the “Certificate of Incorporation”).
2. Section 4.1 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“Section 4.1 The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 1,001,250,000 shares, consisting of (a) 1,000,000,000 shares of Class A Common Stock (the “Common Stock”) and (b) 1,250,000 shares of preferred stock (the “Preferred Stock”). Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of any of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation with the power to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL or any successor provision thereof, and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required therefor.
Upon the filing and effectiveness pursuant to the Delaware General Corporation Law of the Certificate of Amendment to the Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on March 14, 2025 (the “March Effective Time”), each 20 shares of Common Stock issued and outstanding immediately prior to the March Effective Time automatically and without any action on the part of the respective holders thereof, combined and converted into one validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “March Reverse Stock Split”). No certificates representing fractional shares of Common Stock were issued in connection with the Reverse Stock Split. Any fractional shares of Common Stock that would have resulted from the Reverse Stock Split were rounded up to the nearest whole share of Common Stock. Each certificate that immediately prior to the March Effective Time represented shares of Common Stock (the “March Old Certificates”), thereafter represented that number of shares of Common Stock into which the shares of Common Stock represented by the March Old Certificate were combined, subject to the elimination of fractional share interests as described above.”
Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each 12 shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Any fractional shares of Common Stock that would result from the Reverse Stock Split will be rounded up to the nearest whole share of Common Stock. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
3. This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
4. All other provisions of the Certificate of Incorporation shall remain in full force and effect. The Effective Time of this Certificate of Amendment shall be 12:01 a.m., Eastern Time, on September 30, 2026.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Terrance Mendez, its Chief Executive Officer and Chief Financial Officer, this 29th day of September, 2026.
| By: | /s/ Terrance Mendez | |
| Terrance Mendez | ||
| Chief Executive Officer and Chief Financial Officer |