Class A Common Stock, $0.0001 par value per share
- Symbol
- SHFS
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Current Report · Items 3.02 · 8-K
SHF Holdings, Inc.
SHFSNASDAQEQUITYCurrent
Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. As previously disclosed, on September 30, 2025 SHF Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement with the investors party thereto, pursuant to which, among other things, the Company issued to such investors shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”).…
Company context
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
Current securities
Recent company filings
- DEFA14A filingOct 26, 2026
- 425 filingOct 26, 2026
- Unregistered Sales of Equity Securities · Other EventsOct 26, 2026
- Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Regulation FD DisclosureOct 20, 2026
- Results of Operations and Financial ConditionOct 6, 2026
Registered securities in this filing
SHF Holdings, Inc. · 8-K · Filed 2026-10-30
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $2,760.00 per share
- Symbol
- SHFSW
- Exchange
- NASDAQ
- Classification
- WARRANT
- Status
- Current
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item
3.02 Unregistered Sales of Equity Securities.
As
previously disclosed, on September 30, 2025 SHF Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement
with the investors party thereto, pursuant to which, among other things, the Company issued to such investors shares of the Company’s
Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). On October 26, 2026,
the Company disclosed that it had 24,942,735 shares of Common Stock (as defined below) issued and outstanding as of October 23, 2026.
On
October 26, 2026, as a result of the issuances described below, the aggregate number of shares of Class A common stock, par value $0.0001
per share (“Common Stock”), issued to holders of the Series B Preferred Stock in unregistered transactions since October
23, 2026 exceeded five percent (5%) of the total number of shares of Common Stock issued and outstanding as of October 23, 2026. From
October 24, 2026 through October 30, 2026, the Company issued a total of 60,570,250 shares of Common Stock upon the conversion of an
aggregate of 7,329 shares of Series B Preferred Stock in accordance with the terms of the Certificate of Designation of Preferences,
Rights and Limitations of the Series B Preferred Stock (the “Certificate of Designation”). The shares of Common Stock were
issued at a conversion price of $0.1210 per share. The Company received no additional consideration in connection with such conversions.
As of October 30, 2026, the Company had 85,512,985 shares of Common Stock issued and outstanding.
The
issuances of Common Stock described in this Item 3.02 were exempt from the registration requirements of the Securities Act of 1933, as
amended (the “Securities Act”) in reliance on Section 3(a)(9) of the Securities Act. No commission or other remuneration
was paid or given, directly or indirectly, for soliciting the exchanges.
The
foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference
to the full text of the Certificate of Designation, a copy of which was filed as Exhibit 3.1 to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on October 3, 2025, and is incorporated herein by reference.