Safe Harbor and Opifex Media Set Terms for a Shared Nasdaq Future

DENVER — SHF Holdings, Inc., which operates as Safe Harbor Financial, has signed a non-binding term sheet with Opifex Media Inc. to combine the two companies under one publicly traded parent. Opifex, a Beverly Hills-based holding company with assets in publishing, music and video, would merge into a newly formed Safe Harbor subsidiary, with the combined entity retaining its Nasdaq listing under a new name.

Structured as a reverse acquisition, the deal would give Opifex security holders an 85% stake in the combined company at closing, with Safe Harbor’s existing stockholders retaining 15%. That allocation may be adjusted between 12.5% and 17.5% based on Safe Harbor’s closing valuation. The term sheet values Opifex at no less than $50 million, contingent on an independent valuation and fairness opinion delivered to Safe Harbor’s Board of Directors.

The timing is not coincidental. Six days prior, Nasdaq granted Safe Harbor an additional 180-day compliance period, through April 19, 2027, to regain compliance with the exchange’s minimum bid price requirement – a standard Safe Harbor has now twice failed to meet. Safe Harbor lists maintaining its Nasdaq listing as one of the proposed transaction’s central objectives.

“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,” said Terry Mendez, Safe Harbor’s CEO and CFO.

Named to chair the combined company is Greg Newman, a technology pioneer who also leads Opifex. His career spans the founding team at Macromedia, a leadership role overseeing QuickTime at Apple, and an early institutional stake in Baidu before its 2005 Nasdaq IPO. Under the proposed governance structure, the five-member board would include Newman as Chairman, one additional Opifex designee, two independent directors designated by Opifex, and one director from Safe Harbor.

Opifex acquires, operates and grows established creator-economy businesses across publishing, music and video, running 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 – a distinction carrying real commercial weight as AI developers increasingly pursue licensing agreements with established publishers for training data.

The term sheet includes a 45-day exclusivity period, with both parties targeting a close before April 19, 2027. Remaining conditions include the completion of Opifex’s audited financial statements, an independent fairness opinion, Safe Harbor stockholder approval, and Nasdaq clearance. A registered equity raise from unaffiliated investors and, if necessary, a reverse stock split may also be required.

Safe Harbor’s Cannabis-facing operations, which have supported the processing of more than $36 billion in Cannabis-related transactions across 41 states and territories, would continue operating without interruption under the combined structure.

For Cannabis capital markets observers, the deal reads as a transparent and pragmatic restructuring. Safe Harbor’s core infrastructure (compliant banking and financial services for Cannabis operators) remains intact. What has diminished is investor demand for Cannabis-sector equities at current price levels. The Opifex combination provides a mechanism to preserve the Nasdaq listing while layering in a media-sector growth vehicle. Cannabis companies and financial institutions that rely on Safe Harbor’s platform have been given assurances of service continuity.