SHF Holdings Reports Q3 Loss and Outlines Nonbinding Opifex Merger Term Sheet

SHF Holdings Inc., doing business as Safe Harbor (Nasdaq: SHFS), reported third-quarter results and laid out a proposed merger with Opifex Media Inc. in an 8-K filed Monday, Nov. 9, 2026. The filing attaches a press release and a letter from Chief Executive Terrance Mendez to shareholders.

The company reported third-quarter revenue of $1.95 million, up 6.5% from $1.83 million a year earlier. Loan program income rose 70.2% to about $869,000, which the company attributes to a revised revenue-sharing agreement with Partner Colorado Credit Union rather than higher loan volume. The operating loss narrowed 17.7% to about $1 million, but the company reported a net loss of about $979,000, or $0.95 per share, compared with net income of about $180,000 a year earlier. That prior-year profit reflected a $3.34 million gain on debt extinguishment.

Merger terms and conditions

On Oct. 23, 2026, the company signed a nonbinding term sheet with Opifex, a Beverly Hills-based creator-economy media holding company. Opifex security holders would own about 85% of the combined company on a fully diluted basis, while legacy Safe Harbor holders would own about 15%, subject to adjustment between 12.5% and 17.5% based on a fairness opinion. The transaction is expected to be accounted for as a reverse acquisition, with Opifex as the accounting acquirer.

The term sheet is non-binding except for certain provisions. Completion depends on definitive agreements, due diligence, Series B holder approvals, Opifex audited financial statements, a fairness opinion, stockholder approval, an equity financing and Nasdaq approval. The company said there is no assurance the deal will be completed by April 19, 2027, or at all.

Share count and Series B dilution

The company effected a 1-for-12 reverse stock split on Sept. 30, 2026. That split triggered a reset of the Series B conversion price from $18.6336 to $0.1210 per share on Oct. 22. From Oct. 22 through Nov. 6, holders converted 19,529 Series B shares into about 131.2 million common shares. Common shares outstanding rose from 1,028,702 on Sept. 30 to 132,248,520 on Nov. 6. About 7,605 Series B shares remain outstanding, convertible into a maximum of about 62.9 million additional shares.

Nasdaq deadline and litigation

On Oct. 20, Nasdaq granted the company until April 19, 2027, to regain compliance with the $1 minimum bid price requirement. The letter said the stock must close at or above $1.00 for at least 10 consecutive business days before that date. It also said the stock has recently closed below $0.10 on eight consecutive business days, and that a delisting determination could follow if that continues. The company said it estimates a reasonably possible loss in the Abaca litigation of $0 to $7.8 million, plus interest, and that a ruling has not yet been issued.

The company said it does not intend to draw on its equity line of credit while the Opifex term sheet remains in effect. Its unaudited financial statements carry a going-concern disclosure, and cash and cash equivalents were $4.4 million at Sept. 30.