SHF Holdings, Inc. filed a current report on Form 8-K on November 13, 2026, disclosing a Nasdaq delisting determination, a waiver extending its registration statement filing deadline, and the issuance of more than 63 million shares of common stock through Series B Preferred Stock conversions.

Key Highlights

  • Delisting determination: Nasdaq staff notified SHF Holdings on November 11, 2026, that its common stock and warrants will be delisted, with trading suspended at the opening of business on November 18, 2026.
  • Bid price trigger: The company's common stock closed at $0.10 or less for ten consecutive trading days from October 28, 2026 to November 10, 2026, activating Nasdaq Listing Rule 5810(c)(3)(A)(iii).
  • Registration deadline extended: CREO Investments LLC, as Required Holder, waived certain provisions so the Additional Registration Statement filing deadline was extended from November 6, 2026 to November 13, 2026, and the Effectiveness Deadline was extended to February 11, 2027 (or March 13, 2027 if subject to full SEC review).
  • Conversion activity: From October 30, 2026 through November 11, 2026, the company issued 63,247,931 shares of common stock upon conversion of 7,730 shares of Series B Preferred Stock.
  • Conversion price: On October 22, 2026, the Series B Preferred Stock conversion price was reduced to $0.1210 per share pursuant to the stock combination adjustment provision of the Certificate of Designations.
  • Proposed transaction: The company stated it remains the intention to complete its previously announced proposed business combination with Opifex Media Inc., notwithstanding the delisting.

SHF Holdings Discloses Nasdaq Delisting and Series B Conversion Surge

SHF Holdings, Inc. (NASDAQ:SHFS), a Delaware-incorporated company headquartered in Golden, Colorado that provides financial services and banking access solutions to the cannabis industry, disclosed several material developments in its November 13, 2026 current report. The most significant was a November 11, 2026 letter from Nasdaq staff determining that the company's Class A common stock and warrants are subject to delisting under Nasdaq Listing Rule 5810(c)(3)(A)(iii), triggered by ten consecutive trading days of closing bid prices at or below $0.10 per share between October 28, 2026 and November 10, 2026.

According to the filing, trading of the company's securities will be suspended at the opening of business on November 18, 2026. The company disclosed it may request a hearing before the Nasdaq Hearings Panel to appeal the determination, but noted that "there can be no assurance that the Company would be successful in any appeal." The filing further stated that a timely hearing request will not stay the trading suspension, per Nasdaq Listing Rule 5815(a)(1)(B)(ii)(d). The company said it is considering options including a hearing request and a plan to regain compliance that could include a reverse stock split. The filing noted that following suspension, the securities may be quoted on an over-the-counter market, with no assurance of quotation availability or an active trading market.

Separately, the filing described a waiver entered on November 6, 2026 with CREO Investments LLC, acting as Required Holder under the Securities Purchase Agreement originally dated September 30, 2025. The waiver extended the deadline for filing an Additional Registration Statement, required because the Series B Preferred Stock conversion price was reduced to $0.1210 per share on October 22, 2026. The filing stated that no Filing Failure, Effectiveness Failure, or Maintenance Failure is deemed to have occurred, and no Registration Delay Payments have accrued as a result. Additionally, the company reported that 63,247,931 shares of common stock were issued through Series B Preferred Stock conversions between October 30, 2026 and November 11, 2026, an amount that exceeded five percent of the 85,512,985 shares outstanding as of October 30, 2026.

What Was Disclosed

SHF Holdings reported a Nasdaq delisting determination effective November 18, 2026, a waiver extending its registration statement deadline, a conversion-price reduction on its Series B Preferred Stock to $0.1210 per share, and the issuance of 63,247,931 shares through preferred stock conversions.