Safe Harbor signs non-binding term sheet to combine with Opifex Media
SHF Holdings, doing business as Safe Harbor, signed a non-binding term sheet on October 26, 2026 under which Opifex Media Inc. would become a wholly owned subsidiary in a transaction expected to be accounted for as a reverse acquisition. Opifex security holders would own 85% of the combined company and existing Safe Harbor holders 15%, on a fully diluted basis before capital raised at closing, and the term sheet does not obligate either party to complete the deal. The filing also disclosed that Series B preferred conversions issued shares exceeding 5% of common stock outstanding, adding to dilution for existing shareholders.
Key points
- Non-binding term sheet signed October 26, 2026; Opifex would merge into a newly formed subsidiary of Safe Harbor and holders would receive Safe Harbor common stock.
- Opifex holders would own 85% and existing Safe Harbor holders 15% at closing, with the Safe Harbor share adjustable within 12.5% to 17.5%.
- From July 1 to October 23, 2026, 23,914,988 common shares were issued on conversion of 6,545 Series B preferred shares for no additional consideration; 24,942,735 shares were outstanding as of October 23, 2026.
- Nasdaq granted an additional compliance period through April 19, 2027 to regain the $1.00 minimum bid price requirement; the term sheet contemplates a 45-day exclusivity period.
The filing
Written by AI on Nov 9, 2026, 11:44 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on October 26, 2026.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.