SHF (SHFS) Registration filing summary

Company overview and business model

• Provides compliance, banking, and lending services to cannabis-related businesses (CRBs) via a proprietary fintech platform operating in 41 states and territories.

• Revenue streams include compliance service fees, account-based fee income, investment income, and loan program income from financial institutions serving the cannabis industry.

• Not a bank; partners with financial institutions (primarily PCCU) to enable compliant banking for CRBs, including business accounts, lending, and payment services.

• Acquired 420 IT Solutions to expand advisory and technology services for the cannabis sector.

• Mission centers on being a trusted financial partner to CRBs and their financial institutions, leveraging deep regulatory expertise and a robust compliance platform.

Financial performance and metrics

• 2025 revenue was $7.7 million, down 49.7% from $15.2 million in 2024, mainly due to a 63% drop in loan program income and a 39% decline in account fee income.

• Net loss for 2025 was $2.2 million, improved from a $48.3 million loss in 2024, which included a large deferred tax asset valuation adjustment.

• Adjusted EBITDA for 2025 was $(3.9) million, down from $2.9 million in 2024, reflecting structural changes in revenue arrangements and market conditions.

• Cash and cash equivalents were $6.8 million at year-end 2025 and $5.9 million as of March 31, 2026.

• Substantial doubt exists about the ability to continue as a going concern due to recurring losses and negative cash flows from operations.

Use of proceeds and capital allocation

• No proceeds from the resale of shares by the selling stockholder; proceeds from any cash exercise of Series B Warrants (up to $6.7 million) will be used for working capital and general corporate purposes.

• September 2025 Recapitalization eliminated $18 million in debt, raised $6.7 million in new capital, and established a $150 million ELOC (expandable to $500 million).