8-K: SHF Holdings Faces Nasdaq Delisting, Share Dilution

SHF Holdings announced its securities will be delisted from Nasdaq due to low bid prices, while also revealing a substantial increase in outstanding common stock following preferred stock conversions.

Summary

• SHF Holdings received notice from Nasdaq that its common stock and warrants will be delisted, with trading suspended on November 18, 2026, due to a closing bid price of $0.10 or less for ten consecutive trading days.
• The company has until April 19, 2027, to regain compliance with Nasdaq's minimum bid price requirement, but a hearing request will not stay the trading suspension.
• A waiver was obtained from CREO Investments LLC, extending the filing deadline for an additional registration statement to November 13, 2026, and its effectiveness deadline to February 11, 2027.
• Between October 30, 2026, and November 11, 2026, the company issued 63,247,931 shares of common stock upon conversion of 7,730 shares of Series B Preferred Stock at a price of $0.1210 per share.
• As a result of these conversions, the total number of outstanding common shares increased from 85,512,985 to 148,760,916 as of November 11, 2026.
• The company intends to proceed with its proposed business combination with Opifex Media Inc. despite the delisting concerns.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a negative development due to the impending delisting from Nasdaq and the significant increase in outstanding shares, overshadowing any progress on the business combination.

Positives

• A waiver was secured from CREO Investments LLC, extending the filing deadline for the additional registration statement and its effectiveness deadline, avoiding immediate penalties.
• The company still intends to complete its proposed business combination with Opifex Media Inc.

Negatives

• The company's common stock and warrants are set to be delisted from The Nasdaq Stock Market LLC, with trading suspended on November 18, 2026.
• The company's common stock has had a closing bid price of $0.10 or less for ten consecutive trading days (October 28, 2026, to November 10, 2026).
• The number of outstanding common shares has significantly increased by over 63 million shares due to the conversion of Series B Preferred Stock, leading to substantial dilution.
• There is no assurance that an appeal of the delisting determination will be successful or that compliance with Nasdaq's listing requirements can be achieved.

Risks

• The company's securities will be delisted from Nasdaq, potentially leading to reduced liquidity and investor interest.
• There is a risk that the company may not be able to regain compliance with Nasdaq's minimum bid price requirement, even with a potential reverse stock split.
• Following delisting, securities may be quoted on an over-the-counter market, but there is no guarantee of an active trading market.
• The significant increase in outstanding shares due to preferred stock conversions represents substantial dilution for existing common stockholders.
• The proposed business combination with Opifex Media Inc. may be jeopardized by the delisting and financial instability.

Future Outlook

The company intends to file an additional registration statement by November 13, 2026, and use commercially reasonable efforts to have it declared effective by the SEC. The company also intends to complete its proposed business combination with Opifex Media Inc. and is considering options to regain compliance with Nasdaq's minimum bid price requirement, including a reverse stock split.

Management Comments

• The Company intends to file the Additional Registration Statement on or before November 13, 2026, and will use its good faith, commercially reasonable efforts to cause the Additional Registration Statement to be declared effective by the SEC as soon as practicable after the Additional Registration Statement is filed.
• The Company is considering all available options, including requesting a hearing before the Panel and presenting a plan to regain compliance with the Minimum Bid Price Requirement that includes a commitment to effect a reverse stock split, if necessary.
• Notwithstanding the delisting of the Companys securities from Nasdaq, it remains the intention of the Company to complete its previously announced proposed business combination (the Proposed Transaction) with Opifex Media Inc. (Opifex).

Industry Context

StockSavvy.ai notes that delisting from a major exchange like Nasdaq is a severe negative signal for a company, often indicating significant financial distress or failure to meet basic market viability standards. The substantial share dilution further exacerbates concerns for existing shareholders, making the pursuit of a business combination more challenging.

Stakeholder Impact

• Shareholders face significant dilution due to the conversion of Series B Preferred Stock into a large number of common shares.
• Shareholders may experience a loss of investment value due to the impending delisting from Nasdaq and potential inability to regain compliance.
• Creditors and other stakeholders may be concerned about the company's financial stability and its ability to meet obligations given the delisting and dilution.

Next Steps

• File the Additional Registration Statement on or before November 13, 2026.
• Use commercially reasonable efforts to have the Additional Registration Statement declared effective by the SEC.
• Request a hearing before the Nasdaq Hearings Panel to appeal the delisting determination.
• Present a plan to regain compliance with the Minimum Bid Price Requirement, potentially including a reverse stock split.
• Complete the proposed business combination with Opifex Media Inc.

Key Dates

Recommendation

The impending delisting from Nasdaq, coupled with significant share dilution and uncertainty regarding regaining listing compliance, presents substantial risks to the company's valuation and future prospects. While the business combination with Opifex Media Inc. is still intended, the current circumstances suggest a negative outlook for the stock.

Keywords

Nasdaq Delisting, SHF Holdings, Series B Convertible Preferred Stock, Common Stock Conversion, Registration Rights Agreement, Minimum Bid Price, Business Combination, Opifex Media Inc.