SHF Holdings, Inc. 8-K

What Happened

• SHF Holdings, Inc. filed an 8-K reporting that on May 6, 2026 it notified holders that it voluntarily reduced the conversion price of its Series B Convertible Preferred Stock to $0.65 and that it will reduce the cash exercise price of its Series B common stock purchase warrants to $0.65. The Series B conversion reduction is effective May 6, 2026 through July 31, 2026. The reduced warrant exercise price becomes effective when a Form S-1 registration statement is declared effective by the SEC and will remain in effect through July 31, 2026.

Key Details

• Original securities sold under a September 30, 2025 Securities Purchase Agreement (SPA).
• Reduced Conversion Price: $0.65 (effective May 6, 2026 – July 31, 2026).
• Reduced Exercise Price: $0.65 (effective upon SEC effectiveness of a Form S-1 – July 31, 2026).
• Company intends to file a Form S-1 to register additional common shares issuable upon exercise; the Board and the Required Holder approved the reductions and allowed for possible delays to comply with laws or include other shares.

Why It Matters

• Lowering the conversion and exercise prices makes it cheaper for holders to convert preferred shares and exercise warrants, which can increase the number of common shares issued and dilute existing shareholders’ ownership if conversions/exercises occur.
• The company’s need to file a Form S-1 to permit warrant exercises ties the reduced exercise price to SEC review timing; the reduction windows run through July 31, 2026.
• The filing also includes forward-looking statements (including references to Nasdaq compliance and use of an equity line of credit), which highlight that outcomes depend on future events and regulatory approvals described in the 8-K.