Leef Brands (LEEEF) secures US$9.3M via units, warrants and preferred shares

Rhea-AI Filing Summary

Leef Brands, Inc. completed a private financing that raised approximately US$9.3 million in gross proceeds through a mix of common share units and preferred shares. The company issued 33,146,842 Common Share Units at CN$0.25 per Unit, each including one common share and one warrant exercisable at CN$0.30 for 24 months.

Leef Brands also issued 11,084,132 Preferred Shares carrying a 15% annual dividend, with 10% payable in cash and 5% in kind, convertible into common shares at CN$0.38 per share. The financing, led by Mindset Capital with participation from existing and new strategic investors, including the CEO and CFO, was conducted as an unregistered offering under the Section 4(a)(2) exemption of the U.S. Securities Act.

Insights

Capital structure and corporate finance analyst

Leef Brands raises new capital through discounted units and yielding preferred shares.

Leef Brands completed a private financing raising about US$9.3 million via 33,146,842 Common Share Units at CN$0.25 and 11,084,132 Preferred Shares. Each Unit includes a warrant with a CN$0.30 exercise price over 24 months, adding potential future equity issuance.

The Preferred Shares carry a 15% annual dividend, split between cash and payment-in-kind, and are convertible at CN$0.38 per share. This structure provides immediate funding but introduces ongoing dividend obligations and possible future dilution if warrants are exercised and preferred shares convert.

The financing was led by Mindset Capital and included existing and strategic new investors, with participation by the CEO and CFO. Actual impact on leverage and ownership depends on future warrant exercises and conversions, which are not dated beyond the disclosed 24‑month warrant term.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Gross proceeds: US$9.3 million Common Share Units issued: 33,146,842 Units Unit issue price: CN$0.25 per Unit +5 more

8 metrics

Gross proceeds US$9.3 million Aggregate gross proceeds from May 18, 2026 financing

Common Share Units issued 33,146,842 Units Units issued at CN$0.25 per Unit

Unit issue price CN$0.25 per Unit Price for each Common Share Unit

Warrant exercise price CN$0.30 per share Exercise price for warrants included in Units

Warrant term 24 months Exercise period from date of issuance

Preferred Shares issued 11,084,132 shares Preferred equity issued in financing

Preferred dividend rate 15% annually 10% cash, 5% payment-in-kind

Preferred conversion price CN$0.38 per share Conversion price into common shares

Key Terms

Unregistered Sales of Equity Securities, Common Share Units, common share purchase warrant, Preferred Shares, +2 more

6 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

Common Share Units financial

"the Company issued an aggregate of 33,146,842 Common Share Units"

common share purchase warrant financial

"and one common share purchase warrant."

A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.

Preferred Shares financial

"In addition, the Company issued 11,084,132 Preferred Shares."

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

Section 4(a)(2) regulatory

"offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act."

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

payment in kind financial

"15% annual dividend, consisting of 10% payable in cash and 5% payable in kind"

Payment in kind is when an obligation—such as interest, dividends, or repayment—is settled with something other than cash, like additional securities, goods, or services. Investors care because it changes a borrower’s immediate cash needs and can dilute existing shareholders or increase future claims on assets, similar to a friend repaying a loan with concert tickets instead of cash: you get something of value now but not the cash you could spend or reinvest.

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Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2026

Leef Brands, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-56824

British Columbia		98-1653633
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

Suite 2500 Park Place

666 Burrard Street

Vancouver, BC V6C 2X8, Canada

(Address of principal executive offices, including zip code)

(416) 797-6455

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

On May 18, 2026, Leef Brands, Inc., a British Columbia corporation (the “Company”), completed its previously announced financing, pursuant to which the Company raised aggregate gross proceeds of approximately US$9.3 million. In connection with the closings pursuant to the financing, the Company issued an aggregate of 33,146,842 Common Share Units (each, a “Unit”) at a price of CN$0.25 per Unit. Each Unit consisted of one Common Share of the Company, no par value, and one common share purchase warrant. Each warrant entitles the holder to acquire one additional Common Share of the Company at an exercise price of CN$0.30 per share for a period of 24 months from the date of issuance. In addition, the Company issued 11,084,132 Preferred Shares. The Preferred Shares carry a 15% annual dividend, consisting of 10% payable in cash and 5% payable in kind, and are convertible into Common Shares of the Company at a conversion price of CN$0.38 per share.

The financing was led by Mindset Capital and included participation from existing shareholders and new strategic investors. Micah Anderson, the Company’s Chief Executive Officer, and Kevin Wilson, the Company’s Chief Financial Officer, also participated in the financing.

The Units, the Common Shares, the Preferred Shares, the Warrants and the Common Shares issuable upon exercise of the Warrants and conversion of the Preferred Shares are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.

The foregoing descriptions of the financing is qualified in its entirety by reference to the full text of the Common Share Subscription Agreement, Preferred Share Subscription Agreement and Warrant, a copies of which are filed as Exhibit 1.1, 1.2 and 1.3, respectively, hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Common Share Subscription Agreement
1.2		Preferred Share Subscription Agreement
1.3		Warrant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Leef Brands, Inc.
Date: June 2, 2026	By:	/s/ Kevin Wilson
		Kevin Wilson
		Chief Financial Officer

FAQ

What financing did Leef Brands (LEEEF) complete on May 18, 2026?

Leef Brands completed a private financing raising approximately US$9.3 million in gross proceeds. The deal combined Common Share Units with warrants and dividend-paying Preferred Shares, providing new capital through an unregistered offering under Section 4(a)(2) of the U.S. Securities Act.

How many Common Share Units did Leef Brands (LEEEF) issue and at what price?

Leef Brands issued 33,146,842 Common Share Units at CN$0.25 per Unit. Each Unit includes one common share and one warrant to buy an additional common share at CN$0.30 for 24 months from the issuance date, creating potential future share expansion.

What are the terms of Leef Brands (LEEEF) warrants issued in this financing?

Each Unit includes one common share purchase warrant exercisable at CN$0.30 per share for 24 months from issuance. If holders exercise, Leef Brands would issue additional common shares at that price, increasing its equity base while receiving exercise proceeds from participating investors.

What are the key features of Leef Brands (LEEEF) Preferred Shares in this deal?

Leef Brands issued 11,084,132 Preferred Shares carrying a 15% annual dividend, with 10% payable in cash and 5% in kind. These Preferred Shares are convertible into common shares at CN$0.38 per share, combining income features with potential equity participation for investors.

Who led the Leef Brands (LEEEF) financing and which insiders participated?

The financing was led by Mindset Capital and included existing shareholders and new strategic investors. Company insiders Micah Anderson, Chief Executive Officer, and Kevin Wilson, Chief Financial Officer, also participated, aligning senior management financially with the new capital raise structure.

Was the Leef Brands (LEEEF) financing registered under the U.S. Securities Act?

The Units, common shares, Preferred Shares, warrants, and underlying common shares were not registered under the U.S. Securities Act. They were offered pursuant to the exemption provided by Section 4(a)(2), which allows certain private placements to qualified investors without full registration.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 570.1 KB
• EX-1.2 EX-1.2 529.7 KB
• EX-1.3 EX-1.3 218.8 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB