SHF Holdings, Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
SHFS$0.02-5.7%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001493152-26-036606
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001493152-26-050640
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 15 previous paragraphs and 41 current paragraphs.
6 unchanged; 5 reworded; 29 added; 4 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (29)
Current report
Except as set forth below, there have been no material changes to the risk factors disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated by our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026. The risk factors below supersede the corresponding risk factors in those reports.
Current report
The reduction of the conversion price of our Series B Preferred Stock has resulted in, and may continue to result in, substantial dilution to our stockholders, and our obligations to holders of the Series B Preferred Stock and Series B Warrants could materially and adversely affect our liquidity.
Current report
The Reverse Stock Split triggered an adjustment under the Series B Certificate of Designation. Based on the trading price of our Common Stock during the 15 trading days following the Reverse Stock Split, the conversion price was reduced from $18.6336 to $0.1210 per share on October 22, 2026. Through November 6, 2026, holders have converted 19,529 shares of Series B Preferred Stock into approximately 131.2 million shares of Common Stock, thereby increasing our outstanding shares from approximately 1.0 million at September 30, 2026 to 132,248,520 as of November 6, 2026. The remaining 7,605 shares of Series B Preferred Stock are convertible into approximately 62.9 million additional shares of Common Stock at the current conversion price, without regard to beneficial ownership limitations contained in the Series B Certificate of Designation.
Current report
Conversions at this price, and resales of the resulting shares, have substantially diluted, and may continue to substantially dilute, the ownership interests of our stockholders. They may also depress the market price of our Common Stock.
Current report
The occurrence of a Triggering Event could have a material adverse effect on our financial position, liquidity and ability to continue as a going concern.
Current report
Under the Registration Rights Agreement, we must register for resale 250% of the shares issuable upon conversion of the Series B Preferred Stock, plus the shares issuable upon exercise of the Series B Warrants, or approximately 157.0 million shares in the aggregate unless this requirement is waived by the applicable holders of the Series B Preferred Stock. If we fail to meet the applicable filing or effectiveness deadlines, we must make cash registration delay payments to holders of approximately $0.3 million for each 30-day period until cured, except for any period during which all of a holder’s registrable securities may be sold under Rule 144 under the Securities Act. No waiver of the registration requirement has been executed. We did not file the required registration statement by the November 6, 2026 filing deadline, and a filing failure under the Registration Rights Agreement has occurred. We have concluded that no registration delay payments are owed as a result of this filing failure because the applicable Rule 144 holding period has been satisfied. However, if Rule 144 becomes unavailable to the holders, including if we fail to remain current in our periodic reports, registration delay payments could accrue. If we do not file the registration statement by November 11, 2026, a Triggering Event will occur.
Current report
Certain events constitute Triggering Events under the Series B Certificate of Designations, including:
Current report
Any of these events could have a material adverse effect on our financial position, liquidity and ability to continue as a going concern.
Current report
We may not regain compliance with Nasdaq’s minimum bid price requirement.
Current report
We did not regain compliance with the $1.00 minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2) during our initial compliance period, which ended October 19, 2026, despite implementing the 2026 Reverse Stock Split. On October 20, 2026, Nasdaq granted us a second compliance period through April 19, 2027. To regain compliance, the closing bid price of our Common Stock must be at least $1.00 for a minimum of 10 consecutive business days before that date. Since effecting the 2026 Reverse Stock Split, our Common Stock has consistently traded below $1.00 per share. There can be no assurance that we will regain compliance.
Current report
In addition, under Nasdaq Listing Rule 5810(c)(3)(A)(iii), if the closing bid price of our Common Stock is $0.10 or less for ten consecutive business days, Nasdaq will issue a Staff Delisting Determination notwithstanding any compliance period then available to us, including our current compliance period, and our Common Stock will be immediately suspended from trading on Nasdaq. A request for a hearing before a Nasdaq Hearings Panel will not stay the suspension. On November 6, 2026, the closing bid price of our Common Stock was $0.0263 per share, and our Common Stock has closed at or below $0.10 on each trading day since October 28, 2026. Accordingly, our Common Stock could be suspended from trading on Nasdaq before April 19, 2027. If our Common Stock is suspended or delisted, it would likely trade, if at all, on an over-the-counter market, which could significantly reduce its liquidity and market price and impair our ability to raise capital, including under the ELOC.
Current report
If we do not regain compliance by April 19, 2027, Nasdaq will issue a determination that our securities are subject to delisting, and we may request a hearing before a Nasdaq Hearings Panel. There can be no assurance that a Nasdaq Hearings Panel would grant an exception.
Current report
Our options to regain compliance are limited because:
Current report
Reverse stock splits may also reduce trading liquidity, increase price volatility and increase the number of stockholders who own odd lots.
Current report
A new Nasdaq rule, if it becomes effective, could result in the immediate suspension and delisting of our securities if the market value of our listed securities is below $5 million for 30 consecutive business days.
Current report
Based on our current stock price and shares outstanding, we would not satisfy the MVLS requirement if it became effective as of the date of this report. A reverse stock split would not cure an MVLS deficiency because MVLS is based on the aggregate market value of our listed securities rather than their per-share price.
Current report
If our Common Stock is delisted from Nasdaq, the liquidity and market price of our securities, our ability to raise capital and our ability to complete the Proposed Transaction could be materially and adversely affected.
Current report
On April 23, 2026, the Denver County District Court ruled that the October 2023 amendment to the Abaca merger agreement is void and that we breached the original merger agreement with respect to the first anniversary parent shares payment. Trial on damages and the remaining claims, including the counterclaim concerning the $3.0 million second anniversary cash payment, was held on August 10 and 11, 2026. The Court has not issued its ruling, and we cannot predict when it will rule or the outcome.
Current report
We estimate the range of reasonably possible loss at $0 to $7.8 million. An adverse ruling at or near the upper end of that range would exceed our cash and cash equivalents of $4.4 million as of September 30, 2026. Staying enforcement of a money judgment pending any appeal may require us to post a bond or other security, which we may not be able to obtain or fund.
Current report
Our ability to fund any settlement or judgment is constrained by our limited cash and by the terms of our ELOC and the Series B Securities. We expect to continue to incur significant legal costs through any post-trial proceedings or appeal.
Current report
The Proposed Transaction with Opifex may not be completed, and if completed would substantially dilute our existing stockholders and change our business.
Current report
On October 23, 2026, we entered into a non-binding term sheet with Opifex regarding the Proposed Transaction. The term sheet is non-binding except for certain specified provisions. Completion of the Proposed Transaction is subject to numerous conditions, many of which are outside our control, including:
Current report
If the Proposed Transaction results in a change of control under Nasdaq rules, the combined company would be required to satisfy Nasdaq’s initial listing requirements, which are more stringent than the continued listing requirements.
Current report
If completed, the Proposed Transaction would result in substantial dilution to our existing stockholders. As currently contemplated, Opifex security holders would own approximately 85% of the combined company on a fully diluted basis and holders of our Common Stock, Series B Convertible Preferred Stock (as converted), Series B Warrants and other equity awards would collectively own approximately 15%, subject to adjustment between 12.5% and 17.5%. The combined company would be expected to have a different business focus, name, board of directors and management, and the treatment of our legacy financial services business, including any contingent value right, has not been determined.
Current report
While the term sheet is in effect, we do not intend to use the ELOC, which limits our sources of liquidity and our flexibility to respond to developments in our business. We will also incur significant transaction costs whether or not the Proposed Transaction is completed. The Proposed Transaction may divert management’s attention from our existing business. If it is not completed, the market price of our Common Stock may decline, and the liquidity, listing and other challenges described in this Quarterly Report on Form 10-Q would remain.
Current report
The departure of our former Principal Accounting Officer may increase the risk that we fail to remediate our material weaknesses or to maintain effective internal control over financial reporting.
Current report
During the quarter ended September 30, 2026, our former Principal Accounting Officer, Douglas Beck, resigned from his roles at the Company, although he continues to support the Company as an outsourced contractor. As previously disclosed, we have identified material weaknesses in our internal control over financial reporting. The loss of key accounting personnel, together with the volume and complexity of transactions affecting our financial statements, may delay remediation and increase the risk of a material misstatement or a failure to file our periodic reports on a timely basis. A failure to timely file our periodic reports could constitute a Triggering Event under the Series B Certificate of Designations and a violation of Nasdaq listing requirements.
Current report
During the three months ended September 30, 2026, the Company issued 866 shares of Common Stock (as adjusted for the 1-for-12 reverse stock split effected on September 30, 2026) to the ELOC Investor under the ELOC, for aggregate proceeds of approximately $1,362, or an average price of $1.57 per share. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The resale of these shares by the ELOC Investor is covered by a registration statement on Form S-1 (Registration No. 333-290524) filed with the SEC on September 26, 2025.
Current report
Subsequent to September 30, 2026, the Company issued shares of Common Stock upon conversion of shares of Series B Convertible Preferred Stock in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act. The Company disclosed these issuances on Current Reports on Form 8-K filed on October 26, 2026, October 30, 2026 and November 6, 2026. See Note 18,Subsequent Events, to the unaudited condensed consolidated financial statements.
Removed paragraphs (4)
Previous report
A new Nasdaq rule will delist companies whose market capitalization falls below $5 million for 30 or more consecutive trading days.
Previous report
As previously disclosed in a Current Report on Form 8-K filed with the SEC, on April 23, 2026 the District Court granted summary judgment against us on counterclaims relating to the validity of the Second Amendment and our payment of the first anniversary parent shares, with damages to be determined at a future hearing. The District Court’s order is not final, it is an appealable order. Additional claims, including a counterclaim concerning the $3.0 million second anniversary cash consideration payment and our declaratory judgment claim, remain set for trial on August 10 and 11, 2026. We intend to defend our positions vigorously and to pursue all available legal options, but we may not prevail at trial or on any appeal that may become available.
Previous report
The ultimate resolution of the litigation could result in damages, settlement payments, or other obligations that are material to us. Our ability to fund any such payment in cash may be materially constrained by the terms of the ELOC or our Series B Convertible Preferred Stock. The $3.0 million previously deposited into the District Court’s registry remains reflected in our condensed consolidated financial statements pending resolution of the related claims and is not currently available for our general operating or strategic use. An adverse outcome could have a material adverse effect on our business, financial position, results of operations, cash flows, liquidity, the trading price of our securities, and our ability to regain or maintain compliance with applicable Nasdaq listing standards. See Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Litigation” and Note 16, “Commitments and Contingencies” for additional details.
Previous report
During the three months ended June 30, 2026, the Company issued 2,907,462 shares of Common Stock under the ELOC and received net proceeds of $1.0 million with an average price per share of $0.33. These issuances were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder.
Reworded paragraphs (5)
Previous wording
On July 22, 2026, the SEC approved a proposed Nasdaq rule (originally filed with the SEC on January 13, 2026) that would require Nasdaq-listed companies to maintain a minimum market value of listed securities (“MVLS”) of at least $5 million. As approved, the rule provides that if a company fails to maintain this minimum for a period of thirty consecutive business days, it will be immediately subject to suspension and delisting, without any cure or compliance period.
Current wording
On July 22, 2026, the SEC approved a Nasdaq rule that would require listed companies to maintain an MVLS of at least $5.0 million. A company that fails to maintain this minimum for 30 consecutive business days would be immediately subject to suspension and delisting, without any compliance period, and a request for a hearing would not stay the suspension of trading.
Previous wording
Subsequent to the SEC’s approval, on July 29, 2026, the SEC notified Nasdaq that it had received notices of intention to petition for review of the July 22, 2026 approval order and that, as a result, the order is stayed until the SEC orders otherwise. The new MVLS requirement is therefore not currently in effect, and we cannot predict whether or when the stay will be lifted, whether the rule will be modified or vacated as a result of the pending review, or when any such rule would become effective if approved.
Current wording
On July 29, 2026, the approval order was stayed by the SEC following notices of intention to petition for review. On September 11, 2026, the SEC granted the petitions for review, and the approval order remains stayed pending the SEC’s review. On September 25, 2026, Nasdaq filed a proposed rule change providing that the 30-business-day measurement period would begin on the business day following termination of the stay. The MVLS requirement is therefore not currently in effect. We cannot predict whether or when the stay will be lifted, or whether the rule will be affirmed, modified or set aside.
Previous wording
If the stay is lifted and the rule becomes effective, and if we fail to satisfy its requirements, Nasdaq would commence delisting procedures against the Company. In that event, our Common Stock would likely then trade only in the over-the-counter market and the market liquidity of our Common Stock could be adversely affected and its market price could decrease. If our Common Stock was to trade on the over-the-counter market, selling our Common Stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for the Company; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask price for our Common Stock and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for us.
Current wording
If our Common Stock is delisted for any reason, it would likely trade only in the over-the-counter market. Selling our Common Stock could then be more difficult, because smaller quantities of shares would likely be bought and sold and transactions could be delayed. We could face significant material adverse consequences, including:
Previous wording
In the event of a delisting, we would expect to take actions to restore our compliance with the listing requirements, but we can provide no assurance that any such action taken by us would allow our Common Stock to become listed again, stabilize the market price or improve the liquidity of our Common Stock, prevent our Common Stock from dropping below the minimum market value of listed securities, or prevent future non-compliance with the listing requirements.
Current wording
A delisting, or a suspension or threatened suspension of trading, could also constitute a Triggering Event under the Series B Certificate of Designations. In the event of a delisting, we would expect to take actions to restore compliance with the listing requirements. However, there can be no assurance that any such action would allow our Common Stock to become listed again, stabilize its market price or improve its liquidity.
Previous wording
Recent developments in shareholder litigation against us on certain counterclaims could result in a material adverse effect on our financial position, results of operations, and cash flows.
Current wording
An adverse ruling in the Abaca litigation could have a material adverse effect on our financial position, results of operations and liquidity.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
These factors could result in lower prices and wider bid-ask spreads for our Common Stock, and could cause a loss of institutional investor interest.