SHF Holdings Faces Nasdaq Delisting as Bid Price Stays Below $1.00 and Trading Is Set to Be Suspended Nov. 18

SHF Holdings Inc. (Nasdaq: SHFS) said Nasdaq will delist its common stock and warrants and suspend trading at the opening of business on Nov. 18, 2026, according to an 8-K filed Thursday evening. The company's proposed combination with Opifex Media Inc. was outlined in a nonbinding term sheet, as covered in our Nov. 9 report.

The notice follows a bid-price problem. Nasdaq staff had granted an additional 180 calendar days, until April 19, 2027, to regain the $1.00 minimum closing bid price. On Nov. 11, 2026, however, the staff said the common stock closed at $0.10 or less for ten consecutive trading days from Oct. 28 to Nov. 10, which triggered a separate delisting provision. The company's warrants are also subject to delisting because they depend on the listing of the common stock.

Dilution from preferred conversions

The filing also details share issuances. Between Oct. 30 and Nov. 11, 2026, the company issued 63,247,931 common shares on conversion of 7,730 shares of Series B preferred stock, at a conversion price of $0.1210 per share, with no additional consideration received. Common shares outstanding stood at 148,760,916 as of Nov. 11, up from 85,512,985 on Oct. 30. The company relied on Section 3(a)(9) of the Securities Act for the exemption from registration.

For scale, the company's last close before the filing was $0.02, and its market value before the filing was about $2.6 million. Cash and equivalents were $4.4 million as of Sept. 30, 2026, against a net loss of $2.2 million for 2025 and $1.0 million in the latest quarter.

Registration waiver and hearing option

The filing also covers a registration obligation tied to the Series B conversion price adjustment. The company had to file a resale registration statement by Nov. 6, 2026. Under a waiver with CREO Investments LLC, as Required Holder, the filing deadline moved to Nov. 13, 2026, and the effectiveness deadline to Feb. 11, 2027, or March 13, 2027 if the SEC conducts a full review. The company said it intends to file on or before Nov. 13 and to seek effectiveness as soon as practicable. No registration delay payments have accrued under the waiver.

Options under consideration

The company said it is considering all options, including requesting a hearing before the Nasdaq Hearings Panel and presenting a plan to regain compliance that includes a reverse stock split if necessary. A hearing request would not stay the trading suspension. The company said its securities may trade over the counter after suspension, but it gave no assurance a quotation or active market would develop.

The company said it still intends to complete its proposed business combination with Opifex Media Inc. The filing does not give a closing timeline.