Key Highlights

  • Shares dropped 13.94%, or USD 0.0058, to USD 0.0358 in pre-market trading on November 4, 2026.
  • Series B conversions added 23,914,988 common shares between July 1 and October 23, 2026.
  • Common shares outstanding stood at 24,942,735 as of October 23, 2026.
  • The current Series B conversion price is USD 0.1210, compared with an average of USD 0.2737 on shares converted so far.
  • Opifex holders would own 85% of the combined company under a non-binding term sheet.

What Pushed SHF Holdings Lower Before the Open (down USD 0.0058, 13.94%)

SHF Holdings (NASDAQ:SHFS) declined 13.94% to USD 0.0358 in pre-market trading on November 4, 2026, a fall of USD 0.0058 from the Tuesday, November 3, 2026 close of about USD 0.0416 (calculated).

No company announcement dated November 2, 3 or 4, 2026 was identified. The most recent filing found was a regulatory filing dated October 26, 2026, so the move appears to reflect ongoing concern about dilution and the pending combination rather than a new headline.

The Share Count Arithmetic

A regulatory filing dated October 26, 2026 showed the company issued 23,914,988 common shares from July 1 to October 23, 2026 on conversion of 6,545 Series B preferred shares, at an average conversion price of USD 0.2737 and a range of USD 0.1210 to USD 1.4053. It received no additional consideration. Common shares outstanding reached 24,942,735 as of October 23, 2026.

The current Series B conversion price is USD 0.1210, and further conversions can add supply.

The Opifex Term Sheet and Business Background

SHF Holdings does business as Safe Harbor Financial, based in Golden, Colorado, and provides compliance focused banking access and related financial services to the cannabis industry. According to a company press release dated October 26, 2026, it signed a non-binding term sheet to combine with Opifex Media Inc., a creator economy holding company.

Under the proposed terms, Opifex would merge into a new subsidiary. Opifex holders would own 85% and existing holders 15% on a fully diluted basis before any new Capital and the Equity plan reserve, with the existing holders' share adjustable between 12.5% and 17.5%. The term sheet contemplates an Opifex valuation of at least USD 50 million, a direct Investment of up to USD 1.0 million and a 10% equity plan reserve.

Compliance, Dilution and Deal Risks

Apart from a 45 day exclusivity period and confidentiality, the term sheet is non-binding, and the company said there is no assurance a definitive agreement will be signed. Closing would require diligence, an independent valuation and fairness opinion, Series B holder consents, stockholder approval and Nasdaq approval, and the parties intend to close before April 19, 2027.

On October 20, 2026, Nasdaq granted an additional 180 days, to April 19, 2027, for the company to regain compliance with the USD 1.00 minimum bid price rule. At USD 0.0358 the shares trade about 96% below that level (calculated), and the term sheet notes a reverse split may be sought. Penny stocks carry high volatility, thin Liquidity and dilution risk.

What to Watch Next

Opifex was due to deliver its proposed valuation within 15 business days of the October 26, 2026 term sheet, which points to mid November 2026. The 45 day exclusivity period runs to about December 10, 2026 (calculated).

Other markers include a definitive Merger agreement, further Series B conversion disclosures, any reverse split proposal, and progress toward restoring a bid price above USD 1.00 before April 19, 2027.