Key Highlights

  • Shares were down 12.08 percent to USD 0.0546 in pre-market trading on November 2, 2026.
  • On October 26, 2026 the company signed a non-binding term sheet to combine with Opifex Media Inc.
  • Opifex holders would own 85 percent of the combined company, with Safe Harbor Stakeholders at 15 percent on a fully diluted basis.
  • Nasdaq granted an additional 180-day bid price compliance period, with a deadline of April 19, 2027.
  • The term sheet contemplates an Opifex valuation of not less than USD 50 million.

What moved SHF Holdings in pre-market trading

SHF Holdings (NASDAQ:SHFS) was down 12.08 percent to USD 0.0546 in pre-market trading on November 2, 2026. No new company announcement dated November 2 was identified, so the decline follows two recent disclosures rather than a fresh headline.

On October 20, 2026 the company said Nasdaq had granted it an additional 180-day period to regain compliance with the minimum bid price rule. Six days later, on October 26, 2026, it announced a Merger term sheet.

The Opifex Media term sheet in detail

According to a company press release dated October 26, 2026, Opifex Media Inc. would merge into a newly formed, Wholly Owned Subsidiary of Safe Harbor. Opifex, a Beverly Hills media holding company, acquires and grows creator-economy businesses across publishing, music and video.

Opifex holders would receive new common stock, or a mix of common stock and non-voting convertible preferred stock. The deal would be accounted for as a reverse acquisition. Safe Harbor's share could range from 12.5 percent to 17.5 percent depending on valuation and an independent fairness opinion.

Business background

SHF Holdings, doing Business as Safe Harbor and based in Golden, Colorado, is a cannabis-focused Fintech platform offering banking, lending and business services. The company has stated that it is not a bank and that partner financial institutions provide the banking services.

Opifex's audited financial statements are a closing condition and have not yet been completed.

Risks and listing compliance

The term sheet is non-binding apart from provisions such as exclusivity, which runs 45 days, and confidentiality. The company said there can be no assurance that a definitive agreement will be signed.

Closing would also require due diligence, consents from Series B Preferred holders, stockholder approval, Nasdaq approval and any required financing. At USD 0.0546 the stock trades far below the USD 1.00 minimum bid, and a Reverse Stock Split or heavy issuance could dilute existing holders. Penny stocks carry high volatility, thin Liquidity and dilution risk.

What to watch next

The first date to track is the end of the 15 business day valuation window, which falls in mid November 2026. The exclusivity period of 45 days runs to about December 10, 2026 (calculated from October 26).

Other markers include any definitive agreement and any step to restore a bid price above USD 1.00.