Key Highlights

  • SHF Holdings (NASDAQ:SHFS), which trades as Safe Harbor Financial, fell about 10.2% to near USD 0.12 in early trading on Monday, October 26, 2026, the day it announced a non-binding merger term sheet.
  • Opifex Media holders would receive 85% of the combined company on a fully diluted basis, while existing SHF Holdings (NASDAQ:SHFS) stakeholders keep 15%, adjustable between 12.5% and 17.5%.
  • The exchange granted an additional 180-day period to Monday, April 19, 2027 to regain the USD 1.00 minimum bid price, with a reverse split contemplated if needed.
  • Preliminary third-quarter 2026 trailing 14-day average deposits were about USD 119.3 million, up 7.4% year on year, according to the company's release of Tuesday, October 6, 2026.

A Term Sheet That Hands Control to Opifex

SHF Holdings (NASDAQ:SHFS), the parent of Safe Harbor Financial, announced on Monday, October 26, 2026 a non-binding term sheet to combine with Opifex Media. The shares fell about 10.2% in early trading, with prices described as intraday near USD 0.12. Opifex would merge into a new wholly owned subsidiary and the deal would be accounted for as a reverse acquisition, meaning Opifex is treated as the acquirer. Opifex holders would receive 85% of the combined company, while existing SHF Holdings (NASDAQ:SHFS) stakeholders would hold 15%. The term sheet contemplates an Opifex valuation of at least USD 50 million, subject to an independent valuation and fairness opinion. Parties aim to sign a definitive agreement and close before Monday, April 19, 2027, with a 45-day exclusivity period.

Why Dilution and the Bid Price Drive the Reaction

The mechanism is ownership. A 15% stake for current holders means the existing company is valued far below the target, so shareholders accept heavy dilution in exchange for keeping the listing. SHF Holdings (NASDAQ:SHFS) also needs the listing: on Tuesday, October 20, 2026 the exchange granted a second 180-day period, to Monday, April 19, 2027, to regain compliance with the USD 1.00 minimum bid price. The term sheet therefore allows a reverse split, a registered financing and a direct investment of up to USD 1.0 million, subject to stockholder approval. A contingent value right tied to the cannabis financial services business is to be negotiated, and the company does not plan to draw on its CREO Capital equity line until closing.

Risks and What to Watch

The first risk for SHF Holdings (NASDAQ:SHFS) is that the term sheet is non-binding, so valuation, diligence or the fairness opinion could end the deal. The second is the required consents, including the conversion of Series B Preferred shares and a possible stockholder vote on the investment. The third is delisting, because failure to regain the bid price by Monday, April 19, 2027 could end the exchange listing. The legacy cannabis banking business may also be reshaped under a contingent value right. Investors should watch the Opifex valuation proposal due within 15 business days, which falls in mid-November 2026, the Federal Reserve decision on Wednesday, October 28, 2026 and any definitive agreement. The company has not issued a release explaining the decline beyond the term sheet itself.

Where Things Stand

The answer is that SHF Holdings (NASDAQ:SHFS) fell about 10.2% as it disclosed a term sheet that would leave current holders with 15% of the combined company, within a possible range of 12.5% to 17.5%. The deal addresses the listing but at a high price in dilution. The next catalysts are the Opifex valuation proposal in mid-November 2026, the Federal Reserve decision on Wednesday, October 28, 2026 and the bid price deadline of Monday, April 19, 2027. Micro cap shares are volatile and the terms may change, and this is not investment advice.