Key Highlights

  • SHF Holdings, Inc. (NASDAQ:SHFS), which operates as Safe Harbor Financial, traded at USD 0.1008, down 12.95%, in pre-market trading on Wednesday, October 28, 2026, after a non-binding term sheet announced on Monday, October 26, 2026.
  • The term sheet would combine the company with Opifex Media in a holding structure, with Opifex holders receiving 85% of fully diluted ownership and existing stakeholders 15%, within a range of 12.5% to 17.5%.
  • For the second quarter of 2026, the company's release of Monday, August 10, 2026 reported revenue of about USD 1.93 million, a net loss of USD 1.5 million and cash of USD 5.7 million.
  • Nasdaq granted an additional compliance period to Monday, April 19, 2027 for the USD 1.00 minimum bid price. The pre-market quote is thinly traded and can change before the 9:30 a.m. ET open.

Pre-Market Move and Its Trigger

Banking and payment services for the cannabis industry are the business of SHF Holdings, Inc. (NASDAQ:SHFS), which operates as Safe Harbor Financial. On Wednesday, October 28, 2026 its pre-market price was USD 0.1008, a fall of 12.95%. The closest catalyst is the release of Monday, October 26, 2026 announcing a non-binding term sheet to combine with Opifex Media, a group of creator-economy businesses: Opifex security holders would receive 85% of fully diluted ownership before closing financing and an incentive reserve, with a contemplated Opifex valuation of not less than USD 50 million, subject to independent review. Dilution concerns could explain the drop. No announcement dated Tuesday, October 27, 2026 or Wednesday, October 28, 2026 was identified.

How the Latest Results Frame the Move

Second quarter revenue of about USD 1.93 million, up 4.8%, was reported in the release of Monday, August 10, 2026. Loan programme income climbed 50.7% to about USD 0.8 million but account fee income dropped 18.4%. The company lost USD 1.5 million, and the loss attributable to common stockholders was USD 2.5 million, or USD 0.36 per share, after a USD 1.0 million non-cash deemed dividend on induced Series B conversions. Cash was USD 5.7 million and equity USD 6.1 million. The release of Tuesday, October 6, 2026 put trailing 14-day average deposits at about USD 119.3 million at September 30, 2026, about 7.4% above a year earlier; those figures are unaudited and do not establish quarterly revenue.

Risks and Signals to Track

Upside: deposits are at their highest since April 2024, and the proposed combination would extend the business beyond cannabis banking. Downside: existing holders would retain only 12.5% to 17.5% of the combined company, the term sheet is non-binding and the company reports a net loss. Risks named include minimum bid price compliance, with a deadline of Monday, April 19, 2027 and a reverse split described as the cure, dilution from Series B preferred shares convertible at USD 1.5528 and liquidity. Items to follow: the Federal Reserve decision due later on Wednesday, October 28, 2026, any definitive agreement with Opifex Media and third quarter results.

Where Things Stand

In short, SHF Holdings, Inc. (NASDAQ:SHFS) dropped 12.95% pre-market on Wednesday, October 28, 2026, consistent with dilution concerns after the Opifex Media term sheet of Monday, October 26, 2026. Headline figure: the 12.5% to 17.5% stake that existing stakeholders would keep in the combined company. Catalysts ahead include the Federal Reserve decision due later on Wednesday, October 28, 2026, any definitive agreement and the targeted closing before Monday, April 19, 2027. Pre-market prices are snapshots that can change, and this is not investment advice.