SHF Holdings, Inc.

SHF Holdings, Inc. filed an S-1/A registration statement for the resale of 12,060,766 shares of Class A common stock by selling stockholders, primarily underlying Series B Warrants. The company announced a temporary voluntary reduction of the Series B Warrant exercise price to $0.65 per share until July 31, 2026, which could generate approximately $8.5 million if fully exercised. However, the filing highlights significant concerns, including substantial doubt about the company's ability to continue as a going concern due to recurring losses and negative cash flows, and an imminent Nasdaq delisting risk due to its stock price falling below $1.00 and a new rule requiring a minimum $5 million market capitalization.

SHF Holdings, Inc. filed an amended S-1 registration statement to register 21,517,377 shares of Class A common stock for resale by selling stockholders. These shares underlie Series B Warrants, for which the company has voluntarily reduced the exercise price to $0.65 per share until July 31, 2026, potentially generating $15.5 million if all are exercised. The company also disclosed a Nasdaq non-compliance notice regarding its stock price, recent board and executive management changes, and the launch of a new retirement plan product.

SHF Holdings, Inc. announced the appointment of Michael Regan as its new Chief Operating Officer and Secretary, effective July 15, 2026. The company stated there are no special arrangements or family relationships influencing his appointment. Mr. Regan's biographical and compensation details are referenced in a prior proxy statement, and his participation in a Series B Convertible Preferred Stock offering in September 2025 was also noted.

SHF Holdings, Inc. announced that Douglas Beck, its Principal Accounting Officer and Senior Vice President of Finance, Controller, will resign from his roles. The resignation is effective July 31, 2026. The company stated that Mr. Beck's departure is not a result of any disagreement regarding its operations, policies, or practices.

SHF Holdings, Inc., operating as Safe Harbor, announced the introduction of its Safe Harbor Institutional Infrastructure-as-a-Service (IaaS) operating model for cannabis banking. This new model will be unveiled at the Association for Cannabis Banking (ACB) eXperience Conference (CBX) on July 15-16, where Safe Harbor is the Official Cannabis Banking Solutions Sponsor. CEO and CFO Terry Mendez will lead discussions on operational execution and commercial lending strategies, emphasizing the need for robust infrastructure in the evolving cannabis banking sector.

SHF Holdings, Inc. filed an Amendment No. 1 to its S-1 registration statement to register 22,598,184 shares of Class A common stock for potential resale by selling stockholders. The company also announced a voluntary reduction in the exercise price of Series B Warrants and conversion price of Series B Preferred Stock to $0.65 per share until July 31, 2026. Other recent developments include a Nasdaq delisting notice, board changes, the launch of a 401(k) plan for cannabis businesses, and the acquisition of 420 IT Solutions.

Safe Harbor Financial announced the appointment of Tyler Klimas and Sean Tonner to its Board of Directors on April 22, 2026, expanding the board from five to six members. Mr. Klimas, founder of Leaf Street Strategies and former Executive Director of the Nevada Cannabis Compliance Board, will chair the Nominating and Corporate Governance Committee. Mr. Tonner, Managing Partner at Fulcrum Group, will chair the Compensation Committee. Additionally, Richard Carleton decided not to seek re-election, a decision not resulting from any disagreement with the Company.

Safe Harbor Financial reported first-quarter 2026 results with revenue increasing 2.2% year-over-year to approximately $2.0 million, driven by a 55.6% rise in loan program income to $0.8 million. Total operating expenses decreased by 4.7% year-over-year. The company reported a net loss of ($1.8) million, compared to ($0.8) million in the prior year, primarily due to a non-cash change in warrant liabilities. Safe Harbor also highlighted significant operational expansions into insurance, retirement solutions, and a broader lending platform, alongside a strengthened balance sheet and a favorable regulatory outlook for the cannabis industry.

Safe Harbor Financial announced its first quarter 2026 financial results, reporting approximately $2.0 million in revenue, a 2.2% increase year-over-year. Loan program income significantly grew by 55.6% to $0.8 million, driven by a restructured PCCU agreement. The company also reduced total operating expenses by 4.7% year-over-year. Despite these improvements, the net loss widened to ($1.8) million from ($0.8) million in Q1 2025, primarily due to a non-cash benefit in the prior year. Safe Harbor highlighted a fundamental transformation of its balance sheet, ending the quarter with $5.9 million in cash and $6.7 million in stockholders' equity, alongside strategic expansions into insurance, retirement solutions, and a broader lending platform, and favorable regulatory developments in the cannabis industry.

SHF Holdings reported a significant increase in net loss for Q1 2026, reaching $(1.78) million compared to $(0.83) million in Q1 2025, leading to substantial doubt about its ability to continue as a going concern. Despite a slight revenue increase to $1.98 million and an improved operating loss of $(1.76) million, the company faces liquidity challenges. Management is implementing measures such as an increased share of loan program income from PCCU and access to a $150 million Equity Line of Credit to address these concerns.