Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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.
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 3.03Item 3.03 - Material Modification to Rights
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 5.03Item 5.03 - Amendments to Articles/Bylaws
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.