---
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"
generated_at: "2026-05-17T04:48:50.819634+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# SHF Holdings raises ~$28.8M via Series B Preferred and warrants; cancels ~$10.7M debt; regains Nasdaq equity compliance

## Summary
- 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).

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 5.03, 3.01, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-016886
- JSON: https://secwatch.observer/filing/0001493152-25-016886.json
- Plain text: https://secwatch.observer/filing/0001493152-25-016886.txt

## Key facts
- Equity Issuances
  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.
  - Security: preferred stock
  - Shares: 31,052 shares of Series B Convertible Preferred Stock
  - Purchaser: multiple investors (the Buyers)
  - Consideration: aggregate purchase price of approximately $28.8 million, including cancellation of outstanding indebtedness, amounts owed, and transfer of assets; net proceeds
  source text: $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_url: https://www.sec.gov/Archives/edgar/data/1854963/000149315225016886/0001493152-25-016886-index.htm
- Governance Changes
  SHF Holdings, Inc.: Filed Certificate of Designation for Series B Convertible Preferred Stock (effective 2025-09-30).
  - Change: charter amendment
  - Effective: 2025-09-30
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1854963/000149315225016886/0001493152-25-016886-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.