UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On August 13, 2025, the management of SHF Holdings, Inc. (the “Company”) and the Audit Committee of the Company’s board of directors concluded that the Company’s unaudited consolidated financial statements for the three months ended March 31, 2025 (the “Non-Reliance Period”), previously filed with the Securities and Exchange Commission on May 16, 2025, should no longer be relied upon due to an error in the calculation of stock-based compensation expense. Similarly, any previously issued or filed reports, press releases, earnings releases, and investor presentations or other communications describing the Company’s financial statements and other related financial information covering the Non-Reliance Period should no longer be relied upon.
The fair value of certain stock option awards was not calculated correctly for the Non-Reliance Period. The Black-Scholes option pricing model contained incorrect inputs, specifically for the expected term and stock price, which required adjustment to properly determine the fair value of the awards. This restatement is expected to result in an increase of approximately $500,000 to previously reported operating expenses and net loss for the Non-Reliance Period.
The Company is working to complete its restatement of the affected financial statements and plans to file an amendment to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, that reflects this restatement as soon as practicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHF HOLDINGS, INC. | ||
| Date: August 14, 2025 | By: | /s/ Terrance E. Mendez |
| Terrance E. Mendez | ||
| Chief Executive Officer | ||