[PRESS RELEASE] – DENVER, Oct. 26, 2026 – SHF Holdings, Inc., d/b/a Safe Harbor (“Safe Harbor” ) (Nasdaq: SHFS), a fintech platform serving the banking, lending and financial services needs of the regulated cannabis and hemp industries, announced that it has signed a nonbinding term sheet with Opifex Media Inc., a Beverly Hills, Calif.-based media holding company focused on the creator economy, for a proposed business combination in which Opifex would become a wholly owned subsidiary of Safe Harbor (the “proposed transaction”). Following the closing, the combined company would remain listed on the Nasdaq under a new name to be determined.
The proposed transaction is intended to create a public holding company with two distinct primary businesses, each pursuing its own growth strategy. Opifex would bring a portfolio of creator-economy businesses across publishing, music and video. Safe Harbor would continue to operate its cannabis-focused fintech platform and serve its clients and financial institution partners without interruption. For stockholders, the proposed transaction is designed to add a new growth platform, support Safe Harbor’s plan to maintain its Nasdaq listing and create the opportunity for long-term value.
“Today’s announcement is an important step for Safe Harbor and our stockholders,” Safe Harbor CEO and Chief Financial Officer Terry Mendez said. “This proposed combination is intended to bring a growth-oriented creator-economy platform into our public company and to meet Nasdaq listing standards at closing. Greg Newman brings decades of experience building and scaling technology companies to the combined company’s board, and we believe this combination creates a compelling path forward for our stockholders.”
About Opifex and the Creator Economy Opportunity
Opifex acquires, operates and grows established creator-economy businesses across publishing, music and video, connecting them through a shared creator and data platform. The company focuses on verified human content and uses AI to improve operational efficiency, not to create content, while helping creators monetize through audiences, brands, subscriptions, licensing and media campaigns. By integrating these businesses, Opifex seeks to create a unified ecosystem that expands creator reach, strengthens first-party data and builds multiple revenue streams from the same creator-economy infrastructure.
According to Goldman Sachs Research, the creator economy was approximately $250 billion in 2023 and could reach approximately $480 billion by 2027. Opifex believes creator-led monetization continues to take share across advertising, commerce and subscriptions, and that high-quality, verified human content is becoming increasingly valuable as AI developers enter into content licensing agreements with publishers.
Opifex is led by Chairman Greg Newman, a serial entrepreneur and technology pioneer whose four-decade career spans foundational innovations in digital video and e-commerce, early backing of Baidu, and leadership of ventures shaping space power, the creator economy, sustainable energy and consumer technology. A former Fortune 500 executive and accomplished investor, Newman has helped build companies from the earliest days of the internet through major exits and global growth, while continuing to lead ambitious businesses at the forefront of innovation. His experience includes being on the founding team of Macromedia, leading QuickTime at Apple, building the Oracle Commerce Server, serving as an early institutional investor and board director of Baidu through its 2005 Nasdaq IPO, and co-founding C2B Technologies, which was acquired by Inktomi in 1998.
“The creator economy represents a significant opportunity to build a portfolio of complementary media businesses with established audiences and valuable intellectual property,” Newman said. “Our strategy is to acquire and grow platforms that serve creators, connect their audiences and create additional opportunities for monetization. We believe a combination with Safe Harbor provides the right public-company foundation for that vision, and we are committed to supporting the continued operation of Safe Harbor’s cannabis financial services business.”
Safe Harbor’s Cannabis Financial Services Business Continues
Safe Harbor will continue to operate its cannabis-focused fintech platform, delivering compliant banking, lending and business solutions to cannabis operators, as well as the infrastructure and compliance services financial institutions need to operate and scale cannabis banking programs. Since inception, Safe Harbor has supported the processing of more than $36 billion in cannabis-related transactions across 41 states and territories. The proposed transaction is not expected to change the services Safe Harbor provides to its clients and financial institution partners.
Key Terms of the Nonbinding Term Sheet
Structure: Opifex would merge with a newly formed, wholly owned subsidiary of Safe Harbor, and Opifex security holders would receive newly issued shares of Safe Harbor’s common stock, or, if the parties agree after consulting with Nasdaq, a combination of common stock and non-voting convertible preferred stock. The proposed transaction is expected to be accounted for as a reverse acquisition.
Ownership: At closing, Opifex security holders would own 85% and Safe Harbor’s existing stakeholders (e.g., holders of common stock, Series B Preferred Stock (on an as-converted basis), warrants, options and restricted stock units) would own 15% of the combined company on a fully diluted basis, before any capital raised at closing and any equity incentive plan reserve. However, the Safe Harbor allocation described above may be adjusted within a range of 12.5% to 17.5% to reflect Safe Harbor’s valuation at closing, as supported by an independent fairness opinion.
Valuation: Opifex will deliver a proposed valuation, together with its financial statements and supporting analysis, within 15 business days. The term sheet contemplates an Opifex valuation of not less than $50 million, subject to an independent valuation and fairness opinion delivered to Safe Harbor’s board of directors.
Contingent Value Right: The parties intend to negotiate a contingent value right for Safe Harbor’s existing stakeholders relating to Safe Harbor’s cannabis financial services business as part of the definitive agreements.
Equity Line of Credit: Safe Harbor does not intend to draw on its existing equity line of credit with CREO Capital until the closing of the proposed transaction.
Series B Preferred Securities: The term sheet contemplates the parties making arrangements under which all outstanding Series B Preferred Securities would convert into common stock at closing. These arrangements require entering into agreements with, and obtaining consents from, and waivers of Series B holders of transaction documents.
Capital and Nasdaq Listing: The parties intend for the combined company to meet applicable Nasdaq listing requirements at closing, including through a registered equity financing to investors who are not affiliates of either party, if necessary, and a direct investment of up to $1 million, subject to stockholder approval. Safe Harbor would seek stockholder approval of a reverse stock split to the extent needed to meet Nasdaq’s bid price requirement.
Equity Incentive Plan: At closing, the combined company would adopt an equity incentive plan, subject to stockholder approval, with a reserve equal to 10% of fully diluted shares.
Governance: The combined company’s five-member board would include Newman as chairman, one additional Opifex designee, two independent directors designated by Opifex and approved by Safe Harbor’s Nominating and Corporate Governance Committee, and one director from Safe Harbor. Opifex would designate the combined company’s officers.
Timing and Conditions: The parties intend to negotiate a definitive agreement and to close the proposed transaction before April 19, 2027. Closing would be subject to, among other things, the negotiation of a definitive agreement, satisfactory due diligence findings by both parties, the required consents and agreements with holders of the Series B Securities, the completion of Opifex’s audited financial statements, an independent valuation and fairness opinion, Safe Harbor stockholder approval, Nasdaq approval, completion of any required financing and other customary conditions. The term sheet includes a 45-day exclusivity period.
As previously announced, on Oct. 20, 2026, Nasdaq granted Safe Harbor an additional 180-day compliance period, through April 19, 2027, to regain compliance with the $1 minimum bid price requirement.
The independent members of the board of directors of Safe Harbor have approved entry into the term sheet. The term sheet is nonbinding, except for certain customary provisions such as exclusivity and confidentiality, and does not obligate either party to complete the proposed transaction. There can be no assurance that a definitive agreement will be executed or that the proposed transaction will be completed on the terms described above or at all.
