{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-25-016886","form_type":"8-K","ticker":"SHFS","cik":"0001854963","company_name":"SHF Holdings, Inc.","filed_at":"2025-10-03T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.830509+00:00","generated_at":"2026-05-17T04:48:50.819634+00:00","sec_items":["1.01","5.03","3.01","3.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"SHF Holdings raises ~$28.8M via Series B Preferred and warrants; cancels ~$10.7M debt; regains Nasdaq equity compliance","bullets":["Issued 31,052 Series B Convertible Preferred shares and warrants for 1,999,544 common shares at $7.7644 exercise price; net cash proceeds ~$6.1M.","Cancelled ~$10.7M debt owed to Partner Colorado Credit Union in exchange for 13,436 Series B shares and warrants for 865,200 common shares.","Terminated Forward Purchase Agreement with Verdun, Vellar, Midtown by issuing Series B shares and warrants; no outstanding convertible debt post-closing.","Believes stockholders' equity now exceeds $2.5M, regaining compliance with Nasdaq Rule 5550(b)(1); awaits Nasdaq confirmation.","Management and board participated; issuance of common underlying Series B and warrants requires stockholder approval under Nasdaq Rule 5635(c)."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-25-016886","json":"https://secwatch.observer/filing/0001493152-25-016886.json","markdown":"https://secwatch.observer/filing/0001493152-25-016886.md","text":"https://secwatch.observer/filing/0001493152-25-016886.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1854963/000149315225016886/0001493152-25-016886-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1854963/000149315225016886/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T04:48:50.819634+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"bbf0bea6dfab9e953d2c9cf6d88b470e8a86272e","claim":"SHF Holdings, Inc. issued 31,052 shares of Series B Convertible Preferred Stock of preferred stock to multiple investors (the Buyers) for aggregate purchase price of approximately $28.8 million, including cancellation of outstanding indebtedness, amounts owed, and transfer of assets; net proceeds.","evidence_excerpt":"$7.7644 per share, subject to adjustment as provided therein. The aggregate purchase price paid by the Buyers to the Company pursuant to the Purchase Agreement was approximately $28.8 million, resulting in approximately $6.3 million in additional cash to the Company. This purchase price includes certain Buyers that paid for the securities acquired pursuant to the","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1854963/000149315225016886/0001493152-25-016886-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"preferred stock"},{"label":"Shares","value":"31,052 shares of Series B Convertible Preferred Stock"},{"label":"Purchaser","value":"multiple investors (the Buyers)"},{"label":"Consideration","value":"aggregate purchase price of approximately $28.8 million, including cancellation of outstanding indebtedness, amounts owed, and transfer of assets; net proceeds"}],"fact_type":"equity_issuance"},{"claim_id":"5e10f579d6f22668d8f7dfb12a132e5701f444cb","claim":"SHF Holdings, Inc.: Filed Certificate of Designation for Series B Convertible Preferred Stock (effective 2025-09-30).","evidence_excerpt":"On September 30, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Purchase Agreement referenced in Item 1.01 above.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1854963/000149315225016886/0001493152-25-016886-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-09-30"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}