Item 7.01 Regulation FD Disclosure. On September 28, 2026, SHF Holdings, Inc. (the “Company”) issued a press release announcing that the board of directors (the “Board”) of the Company approved the implementation of a reverse stock split of the Company’s common stock, par value $0.0001 per share, at a ratio of 1-for-12 (the “Reverse Stock Split”).…
The Company was founded in 2015 as a solution to a major problem that plagued the nascent legalized cannabis industry in Colorado - access to reliable and compliant financial services. Cannabis-related funds were already finding their way into the financial system, including via hidden, misrepresented accounts and unlawful banking practices. Based upon our research, we determined that the appropriate step was to protect the financial system from criminal activity and provide legitimacy to the legal state CRBs. From decades of regulatory and banking experience, we created a detailed compliance program to assist financial institutions desiring to provide safe and sound financial services that would accomplish industry accountability and protect the financial system. The compliance program provides onboarding, validation and monitoring services to financial institutions desiring to provide traditional banking services to all types of marijuana, hemp, and CBD businesses, and to ancillary businesses that provide services to the cannabis industry. These ancillary businesses include payroll companies, payment processors, and professionals providing services to and receiving payment from CRBs. As the lawful cannabis industry grew beyond Colorado, the Company evolved its business practices to build a national footprint and currently provides services to financial institutions that provide banking services in 41 states and territories of the United States of America (the “United States
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Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
On
September 28, 2026, SHF Holdings, Inc. (the “Company”) issued a press release announcing that the board of directors
(the “Board”) of the Company approved the implementation of a reverse stock split of the Company’s common stock, par
value $0.0001 per share, at a ratio of 1-for-12 (the “Reverse Stock Split”). The Reverse Stock Split was previously approved
at a special meeting of the Company’s stockholders held on November 6, 2025. The Company expects that the Reverse Stock Split will
become effective on September 30, 2026, however the Board retains discretion to delay or abandon the Reverse Stock Split. The press release
is attached as Exhibit 99.1 and is incorporated herein by reference.
The
information contained in this Item 7.01 and Exhibit 99.1 of this Current Report shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any
filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing. The furnishing of the information in this Item 7.01 and Exhibit 99.1 of this Current
Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or
that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly
available.
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 timing, completion and benefits of the Reverse Stock Split.
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.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
Exhibit
99.1
Safe
Harbor Financial Announces the Implementation of a Reverse Stock Split
DENVER,
CO (September 28, 2026): SHF Holdings, Inc., d/b/a Safe Harbor Financial (“Safe Harbor” or the “Company”)
(NASDAQ: SHFS), a leading fintech platform serving the banking, lending, and financial services needs of the regulated cannabis and hemp
industries, today announced that its Board of Directors has approved a reverse stock split of the Company’s common stock, par value
$0.0001 per share, at a ratio of 1-for-12 (the “Reverse Stock Split”).
The
Reverse Stock Split was approved by stockholders at a special meeting of the Company’s stockholders held on November 6, 2025, and
is expected to become effective at 12:01 a.m. Eastern Time on September 30, 2026. The Company’s common stock is expected to begin
trading on a split-adjusted basis on the Nasdaq Stock Market LLC on September 30, 2026 under the existing ticker symbol “SHFS”
with a new CUSIP number of 824430 409.
At
the effective time of the Reverse Stock Split, every twelve issued and outstanding shares of the Company’s common stock will be
automatically combined into one share of common stock. No fractional shares will be issued i…