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SHFS on Nasdaq

SHF Holdings, Inc.

SHF Holdings, Inc. is an American finance services company based in Arvada, incorporated in Delaware.2 Its shares trade on Nasdaq under the symbol SHFS.2

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Last updated Oct 21, 2026.

Overview

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  • TickerSHFS on Nasdaq2
  • IndustryFinance Services2
  • HeadquartersWilmington, United States2
  • Incorporated inDE3
  • Business address1526 Cole Blvd., Suite 250, Golden, Co 804013
  • Filer category, Emerging growth company3
  • Legal formCorporation2
  • LEI549300CNNOYQ6KS8FG312
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 76379182

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-70.4%Operating margin5
-28.2%Net margin5
-49.7%Revenue growth, 20255
-26.2%Return on equity5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs99¢$7.6M
  • Income tax1¢$58.5K

Out of $7.7M in revenue.5 The company lost money this year.

Financial statements

Revenue6785$7.7M in 2025+10% since 2021
0$5.0M$10.0M$15.0M$20.0M2021: $7.0M$7.0M20212022: $9.5M$9.5M2022+35%2023: $17.6M$17.6M2023+85%2024: $15.2M$15.2M2024−13%2025: $7.7M$7.7M2025−50%
Operating income6785-$5.4M in 2025
-$30.0M-$20.0M-$10.0M0$10.0M2021: $3.3M$3.3M20212022: -$2.2M-$2.2M20222023: -$20.7M-$20.7M2023+843%2024: -$7.1M-$7.1M2024−66%2025: -$5.4M-$5.4M2025−24%
Net income6785-$2.2M in 2025
-$60.0M-$40.0M-$20.0M0$20.0M2021: $3.3M$3.3M20212022: -$35.1M-$35.1M20222023: -$17.3M-$17.3M2023−51%2024: -$48.3M-$48.3M2024+180%2025: -$2.2M-$2.2M2025−96%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Revenue$7.7M$15.2M
Compensation and employee benefits$6.3M$7.8M
General and administrative expenses$3.3M$4.0M
Professional services$3.3M$2.5M
Lease expense$232.8K$258.5K
Amortization of contract asset$129.1K
Credit loss (benefit) expense-$177.9K-$1.4M
Impairment of goodwill$6.1M
Impairment of long-lived intangible assets$3.1M
Total operating expenses$13.1M$22.3M
Operating loss-$5.4M-$7.1M
Interest expense-$492.6K-$533.4K
Change in fair value of warrant liabilities$1.3M$2.8M
Gain on extinguishment of forward purchase derivative$3.3M
Costs incurred to secure financing-$987.6K
Discount on common stock sold pursuant to the ELOC-$76.6K
Change in the fair value of deferred consideration$79.5K$361.4K
Total other income$3.2M$2.6M
Net loss before provision (benefit) for income taxes-$2.2M-$4.5M
Provision (benefit) for income taxes-$58.5K$43.9M
Net loss-$2.2M-$48.3M
Deemed dividend on Series B Preferred Stock redemption-$241.4K
Net loss attributable to common stockholders-$2.4M-$48.3M
Weighted average shares outstanding, basic2.9M shares2.8M shares
Weighted average shares outstanding, diluted2.9M shares2.8M shares
Basic net loss per share-$0.82-$17.43
Diluted net loss per share-$0.82-$17.43

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Corporate structure

SHF Holdings, Inc. is part of a group headed by HARBOUR GROUP INVESTMENTS VI, L.P.. 13 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of SHF Holdings, Inc.

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What SHF Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$384.2K8 Dec 31, 2024$384.2K8 Dec 31, 20230%
Accumulated depreciation$381.1K8 Dec 31, 2024$300.0K8 Dec 31, 2023+27.0%
Property and equipment, net$3.2K8 Dec 31, 2024$84.2K8 Dec 31, 2023−96.3%
Operating-lease assets (leased space)$547.2K5 Dec 31, 2025$703.5K5 Dec 31, 2024−22.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$6.8M5 Dec 31, 2025$2.3M5 Dec 31, 2024+191.6%
Marketable securities, non-current$1.4M5 Dec 31, 2025
Long-term investments$378.9K5 Dec 31, 2024$381.5K8 Dec 31, 2023−0.7%
Deposits held (banks)$3.0M5 Oct 3, 2025$4.6M8 Dec 31, 2023−34.8%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$8.8M8 Dec 31, 2024$5.7M8 Dec 31, 2023+54.2%
Finite-lived intangibles, gross$10.8M8 Dec 31, 2024$10.8M8 Dec 31, 20230%
Accumulated amortization$2.0M8 Dec 31, 2024$1.4M8 Dec 31, 2023+45.8%

Properties, in its own words

The Company leases approximately 8,043 square feet of office space for its executive offices located in Golden, Colorado. Monthly rent is approximately $0.02 million, increasing annually to a maximum of $0.02 million per month for the final six months of the lease term. The lease expires June 30, 2029.

During the year ended December 31, 2025, the property owner of the Golden, Colorado facility became subject to a court-appointed receivership. Throughout the receivership period, the Company continued to occupy the premises and made all rental payments in accordance with the existing lease terms. During the fourth quarter of 2025, the receivership process concluded with the sale of the property to a new owner. The Company’s lease was assumed by the new property owner, and the lease continues in full force and effect under its existing terms and conditions. The sale and change in ownership did not result in a lease modification, reassignment, or early termination of the lease, and had no material impact on the Company’s operations or financial position. No impairment of the related right-of-use asset was identified, and no remeasurement of the lease liability was required under ASC 842.

The rest of Item 2

The Company has no other material properties and does not own any real property.

Item 2 of the 10-K filed Apr 15, 2026.11

Leadership

Who has led SHF Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. John Darwin2021
  2. Joshua Mann2021
  3. Sundie Seefried2022–2025
  4. Terrance Elliot Mendez2025–now

Chief financial officer

  1. Chris Fameree2021
  2. Jim Dennedy2022–2023
  3. Terrance Elliot Mendez2025–now

Chief operating officer

  1. Dan Roda2023
2025
Board members and other officers (17)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Offering made in connection with the acquisition of Rockview Digital Solutions, Inc, d/b/a Abaca ("Abaca"), as further described in the Form 8-Ks filed by the Issuer on October 31, 2022, as amended on November 10, 2022, and November 16, 2022.Jonathan Summers named Oct 13, 2022 to Nov 23, 202234

Subsidiaries and ownership

Parent company (GLEIF)

Ultimate parent

Subsidiaries (Exhibit 21)

  • SHF Managed Services, LLC Delaware4
  • SHF, LLC d/b/a Safe Harbor Financial Colorado4
  • SHFxAbaca, LLC., d/b/a Abaca Delaware4
  • Safe Harbor Retirement Services, LLC Delaware4

Ownership links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); each one cites its LEI record. The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Northern Lights Acquisition Corp.Apr 22, 2021 to Sep 28, 20223

Timeline

  1. Oct 6, 20268-K Results of operations35
  2. Oct 1, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed36
  3. Sep 28, 20268-K Regulation FD disclosure37
  4. Aug 19, 20268-K Executive or director change38
  5. Aug 10, 20268-K Results of operations39
  6. Aug 5, 20268-K Executive or director change; Other events40
  7. Aug 4, 20268-K Executive or director change41
  8. Jul 16, 20268-K Executive or director change42
  9. Jul 13, 20268-K Executive or director change43
  10. Jun 24, 20268-K Shareholder vote44
  11. May 18, 20268-K Results of operations45
  12. May 11, 20268-K Executive or director change46
  13. Feb 14, 2025New chief executive Terrance Elliot Mendez becomes CEO12
  14. Oct 7, 2022New chief executive Sundie Seefried becomes CEO13
  15. Jun 23, 2021New chief executive Joshua Mann becomes CEO15
  16. Jun 23, 2021New chief executive John Darwin becomes CEO14
  17. Jan 5, 2021Parent Directly consolidated by SPECIALTY COMPONENT ENTERPRISES, INC.2
  18. Dec 17, 2019Founded SHF Holdings, Inc. is founded2

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/202647

When it reported results

  1. Oct 6, 2026Reported quarterly or annual results35
  2. Aug 10, 2026Reported quarterly or annual results39
  3. May 18, 2026Reported quarterly or annual results45
  4. Apr 16, 2026Reported quarterly or annual results48
  5. Apr 1, 2026Reported quarterly or annual results49
  6. Mar 3, 2026Reported quarterly or annual results50
  7. Apr 1, 2025Reported quarterly or annual results51
  8. Nov 12, 2024Reported quarterly or annual results52

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

336 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 123 major events, 74 insider forms, 35 large holders, 2 private raises, 80 other. The latest 20:

  1. Oct 6, 20268-K EDGAR
  2. Oct 1, 20268-K EDGAR
  3. Sep 28, 20268-K EDGAR
  4. Aug 19, 20268-K EDGAR
  5. Aug 11, 2026424B7 EDGAR
  6. Aug 11, 2026SCHEDULE 13G/A EDGAR
  7. Aug 10, 2026EFFECT EDGAR
  8. Aug 10, 20268-K EDGAR
  9. Aug 7, 202610-Q EDGAR
  10. Aug 5, 20268-K EDGAR
  11. Aug 4, 20268-K EDGAR
  12. Jul 31, 2026S-1 EDGAR
  13. Jul 31, 2026S-1/A EDGAR
  14. Jul 16, 2026S-1/A EDGAR
  15. Jul 16, 20268-K EDGAR
  16. Jul 13, 20268-K EDGAR
  17. Jun 24, 20268-K EDGAR
  18. Jun 4, 2026S-1/A EDGAR
  19. May 28, 2026DEFA14A EDGAR
  20. May 18, 20268-K EDGAR

The 336 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

44 open-market trades by officers, directors and large owners since October 2021: 43 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 14, 2023Seefried SundieDirectorBuy24,700$0.93$23.0KForm 4
Dec 14, 2023Seefried SundieDirectorBuy24,700$0.96$23.7KForm 4
Dec 14, 2023Fagan DougDirectorBuy15,000$0.97$14.6KForm 4
Dec 11, 2023Seefried SundieDirectorBuy5,200$0.94$4.9KForm 4
Dec 11, 2023Roda DanEVP & Chief Operating OfficerBuy1,000$1.00$1.0KForm 4
Dec 11, 2023Niehaus JonathonDirectorBuy10,000$0.94$9.4KForm 4
Dec 11, 2023Summers JonathanDirectorBuy3,000$0.95$2.9KForm 4
Dec 11, 2023Seefried SundieDirectorBuy5,200$0.94$4.9KForm 4
Dec 8, 2023Seefried SundieDirectorBuy3,700$0.99$3.7KForm 4
Dec 8, 2023Summers JonathanDirectorBuy5,000$0.93$4.7KForm 4
Dec 8, 2023Emmi DonaldChief Legal OfficerBuy7,500$1.00$7.5KForm 4
Dec 8, 2023Seefried SundieDirectorBuy3,700$0.99$3.7KForm 4
Dec 7, 2023Seefried SundieDirectorBuy27,100$0.96$26.0KForm 4
Dec 5, 2023Seefried SundieDirectorBuy21,900$0.88$19.3KForm 4
Dec 5, 2023Niehaus JonathonDirectorBuy5,000$0.75$3.8KForm 4
Dec 5, 2023Emmi DonaldChief Legal OfficerBuy66,000$0.87$57.4KForm 4
Dec 5, 2023Seefried SundieDirectorBuy20,000$0.88$17.6KForm 4
Dec 4, 2023Seefried SundieDirectorBuy26,342$0.79$20.8KForm 4
Dec 4, 2023Seefried SundieDirectorBuy9,500$0.82$7.8KForm 4
Dec 1, 2023Seefried SundieDirectorBuy2,239$0.75$1.7KForm 4

All 44 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Terrance E. Mendez51$327.0K$1.2M68
2025Jeffrey Kay57$175.2K$275.2K68
2025Michael Regan49$93.3K$266.8K68
2025Douglas Beck65$106.5K$192.8K68
2025Donnie Emmi$127.0K$149.5K68
2025James H. Dennedy$121.5K68
2025Sundie Seefried$16.5K$23.9K68
2024Former Chief Financial Officer$334.7K$399.2K68
2024Former Chief Legal Officer$331.5K$396.0K68
2024Former ChiefExecutive Officer$316.7K$395.9K68
2024Chief Executive Officer and Chief Financial Officer$72.8K68

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$28.9M 2022–2022
Money received by yearMoney received by year, 2022–2022: $28.9M in all. Private raises (Form D) $28.9M.$0$10M$20M$30M2022 · Private raises (Form D): $28.9M2022
Figures by year
YearPrivate raises (Form D)Total
2022$28.9M$28.9M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Nov 15, 2022Raised $8.4 million in a private offering of equity34 Form D: $21 million offered in all Form D
  2. Sep 28, 2022Raised $20.4 million in a private offering of equity69 Form D: 19 investors so far Form D

SEC filer profile

How SHF Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSHF Holdings, Inc.1
  • CIK0001854963
  • Employer ID (EIN)86-240961211
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company11
  • Incorporated inDelaware11
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address1526 Cole Blvd., Suite 250, Golden, CO 804011
  • Phone(303) 431-34351
  • Shares outstanding12,332,955 as of Aug 5, 202610
  • Public float$3.1M as of Jun 30, 202511
  • AuditorMacias Gini & O’Connell LLP, Sacramento, California PCAOB ID 324; no auditor attestation of internal control over financial reporting11
  • On EDGAR sinceApr 22, 20211
  • Filings366 in all: 8-K (121), 4 (56), 3 (22), SC 13G/A (21), 10-Q (17), DEFA14A (16), SC 13G (15), CORRESP (11)1
    All 39 form types

    UPLOAD (10), DEF 14A (7), 8-K/A (6), S-1 (6), 10-K (5), S-1/A (5), 424B3 (3), 424B7 (3), 425 (3), EFFECT (3), NT 10-K (3), PRE 14A (3), PREM14A (3), SC 13D (3), 424B4 (2), 5 (2), ARS (2), D (2), NT 10-Q (2), S-8 (2), SCHEDULE 13G/A (2), 10-K/A (1), 10-Q/A (1), 25-NSE (1), 4/A (1), 8-A12B (1), CERT (1), DEFM14A (1), DEFR14A (1), DRS (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Apr 15, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) May 8, 2026
    Latest 8-K (8-K) Oct 6, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, $0.0001 par value per shareSHFSNasdaq
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $230 per shareSHFSWNasdaq

From the cover page of the 10-K filed Apr 15, 2026 (Section 12(b) of the Exchange Act).11

Risk factors and legal proceedings

The risks SHF Holdings, Inc. names in Item 1A of its 10-K filed Apr 15, 2026: 55 risks under these headings, as written.11

  • Risks Related to the Company’s Business
  • Our revenue has declined significantly in recent periods, and we cannot guarantee that the economics of the Second Amended CAA will fully restore our financial performance.
  • Our revenue has declined due to account attrition, lower pricing, introduction of money market accounts that share interest earned with the depositor and reduced transaction activity within the cannabis industry.
  • Volatility in interest rates may adversely affect our revenues, profitability, and competitive position.
  • Our recurring operating losses and negative cash flows from operations raise substantial doubt about our ability to continue as a going concern.
  • Risks Related to the Second Amended CAA
  • PCCU’s loan program is substantially dependent on the regulatory restrictions placed on PCCU, which may limit the types, terms, and amounts of loans offered.
  • The Second Amended CAA reinstates an indemnification obligation of up to 65% of loan loss.
  • We are required to maintain sufficient balance sheet resources to support our indemnification obligations under the Second Amended CAA.
  • Our indemnification obligation is unlimited in amount, and our actual losses could exceed our current estimates and our available cash.
  • We are required to maintain sufficient cash and cash equivalents to support our indemnification obligations under the Second Amended CAA.
  • PCCU retains final loan approval authority and may decline loans that meet our underwriting standards, which could limit our revenue growth.
The other 45 risks
  • One borrower represents approximately 18% of the total loan portfolio and carries the second highest risk classification.
  • The CRB loan portfolio is concentrated entirely in the cannabis industry, and cannabis-specific collateral is subject to significant valuation discounts, legal uncertainties, and a limited buyer pool in a foreclosure or forced sale.
  • Certain provisions in the Second Amended CAA create a direct link between our listing compliance and our revenue.
  • The initial fair value measurement of our stand-ready guarantee liability at inception under the Second Amended CAA involves significant estimates and judgment and is subject to material uncertainty.
  • Our ongoing expected financial indemnification liability under the Current Expected Credit Loss (“CECL”) standard (ASC 326) requires quarterly ongoing remeasurement and is subject to material uncertainty.
  • We are dependent on third parties, including PCCU and other service providers, for certain critical services, and disruptions at PCCU would directly and immediately impair our operations.
  • Loan program income (formerly loan interest income) could decline under the Second Amended CAA if the indemnity reserve would cause our shareholders’ equity to drop below the Nasdaq Listing Requirements to maintain compliance.
  • Risks Related to the Cannabis Industry and Regulatory Environment
  • We have agreements with financial institutions that provide banking services to CRBs, which exposes us to additional liabilities, regulatory compliance costs, and reputational risk.
  • Cannabis remains a Schedule I controlled substance under federal law, and changes in federal enforcement policy or the scheduling status of cannabis could affect our business in unpredictable ways.
  • The Company, our financial institution customers, and our CRB clients are subject to complex federal and state laws governing financial transactions related to cannabis, which could subject them to legal claims or restrict their activities.
  • State-level regulatory changes, including market saturation, license non-renewals, and changes to cannabis program structures could impair borrower viability and increase the credit risk in the portfolio we indemnify.
  • Because cannabis remains federally illegal, CRB borrowers generally cannot access bankruptcy protections but instead work through the receivership process, which complicates loan workouts and could increase our loss given default.
  • Service providers to cannabis businesses may be subject to unfavorable U.S. federal income tax treatment, including potential disallowance of ordinary business deductions under Section 280E.
  • Cannabis businesses may be subject to civil asset forfeiture under federal law, which could result in the loss of collateral securing loans in our portfolio.
  • We may have difficulty enforcing certain of our commercial agreements and contracts related to cannabis-adjacent services.
  • Because we serve cannabis-related businesses, we may have difficulty obtaining certain insurance coverages, which could expose us to additional financial liability.
  • The conduct of third parties, including our CRB clients and their financial institution providers, may jeopardize our regulatory compliance and business relationships.
  • Directors, officers, employees, and investors who are not U.S. citizens may face cross-border travel restrictions into the United States due to their involvement in the cannabis industry.
  • We may be subject to marketing and advertising constraints on promoting our services to cannabis-related businesses, which could limit our growth.
  • Risks Related to Nasdaq Listing Compliance
  • Our Common Stock has previously traded below $1.00 per share, and if it were to trade below $1.00 in the future it could create an imminent risk of a Nasdaq minimum bid price deficiency notice.
  • A proposed new Nasdaq rule would delist companies whose market capitalization falls below $5 million for 30 or more consecutive trading days.
  • A delisting of our Common Stock could materially impair our ability to make future draws under the ELOC.
  • Risks Related to Our Capital Structure and Securities
  • The conversion of our Series B Preferred Stock, exercise of Series B Warrants, and future draws under the ELOC could result in substantial dilution to existing holders of our Common Stock.
  • The ELOC is an active financing facility, its pricing and redemption mechanics significantly reduce our net proceeds on each draw and increase dilution to existing stockholders.
  • Our Series B Preferred Stock and Series B Warrants contain anti-dilution and reset provisions that could further dilute common stockholders.
  • Our Common Stock price may be highly volatile, and stockholders may not be able to sell their shares at or above their purchase price.
  • The soundness of our financial institution customers and partners could adversely affect us.
  • Our investment in preferred securities of ADTX is illiquid, subject to impairment, and may result in a partial or total loss.
  • Risks Related to Internal Controls and Financial Reporting
  • The Second Amended CAA introduces significant new accounting complexity that involves material judgment and estimation uncertainty.
  • One material weakness in revenue recognition related to our activity fee income from deposits held at PCCU has been remediated, however sufficient time hasn’t passed for us to conclude that its operating effectively.
  • We have identified a material weakness in internal control over financial reporting related to our loan documentation and expected credit loss estimation process, which could result in a material misstatement of our financial statements.
  • Risks Related to Legal Proceedings and Regulatory Compliance
  • An adverse outcome in litigation to which we are or may become a party could materially and adversely affect us.
  • Changes in laws, regulations, or rules applicable to cannabis banking, financial services, or public company reporting could adversely affect our business and results of operations.
  • An interruption in, or breach of security of, our information systems could adversely affect us.
  • We may suffer uninsured losses or losses in excess of our insurance limits.
  • Risks Related to Our Securities
  • There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
  • The market for our securities has been volatile and may continue to be volatile, which would adversely affect the liquidity and price of our securities.
  • The Company may issue additional shares of common or preferred stock under the Amended and Restated - 2022 Equity Incentive Plan (the “Equity Incentive Plan” or the “Plan”) or otherwise, any one of which would dilute the interest of the Company’s stockholders and likely present other risks.
  • Our operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.
  • If securities or industry analysts do not publish or cease publishing research or reports about the Company, its business, or its market, or if they change their recommendations regarding our Common Stock adversely, then the price and trading volume of the Common Stock could decline.
  • We may be unable to obtain additional financing to fund our operations and growth.
  • Anti-takeover provisions contained in our Second Amended and Restated Certificate of Incorporation and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt, which could limit the price investors might be willing to pay in the future for our Common Stock.
  • Our Second Amended and Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholder’s ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
  • The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.
  • The Certificate of Designation governing our Series B Preferred Stock contains covenants that may limit our business flexibility.

Legal proceedings

SHF Holdings, Inc. v. Roda, Ellis, and Carroll (Denver District Court)

On October 17, 2024, the Company filed a complaint in the District Court for the City and County of Denver, Colorado, captioned SHF Holdings, Inc. v. Daniel Roda, Gregory W. Ellis, and James R. Carroll, Case No. 2024CV33187. The lawsuit arises from a dispute over the terms of the Company’s October 2022 acquisition of Abaca pursuant to a merger agreement that was subsequently amended in November 2022 and in October 2023 (the “Second Amendment”).

The Second Amendment restructured certain merger consideration, including introducing warrants and modifying payment timing. The defendants contend the Second Amendment is invalid under Delaware law and seek to have it set aside, which would reinstate the original payment terms and potentially increase the Company’s obligations. The Company maintains that the Second Amendment was validly executed and is binding.

On November 21, 2024, at the Company’s request, the disputed merger payment of $3.0 million was deposited into the Denver County, Colorado District Court’s registry pending resolution of the dispute.

The opening of Item 3, Legal Proceedings.11

Sources

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  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57
  58. 58
  59. 59
  60. 60
  61. 61
  62. 62
  63. 63
  64. 64
  65. 65
  66. 66
  67. 67
  68. 68
  69. 69