Leef Brands (OTC: LEEEF) completes Standard Holdings stock merger

Rhea-AI Filing Summary

Leef Brands, Inc. completed its previously announced merger with Standard Holdings, Inc. (SHI), making SHI a wholly owned subsidiary. As consideration, Leef Brands issued 12,592,960 common shares to SHI senior preferred holders and paid $10,000 in cash to SHI common and series seed preferred holders.

The merger shares are locked up for twelve months, with one-third released every four months after closing. Leef Brands also issued 1,095,040 common shares and warrants for 547,520 common shares at CAD$0.25 per share, with a two‑year term, to certain SHI executive officers and their affiliates as incentive compensation. All securities were issued as unregistered offerings under Section 4(a)(2) of the Securities Act.

Insights

M&A and capital structure analyst

Leef Brands closes an all‑stock‑heavy merger with SHI, adding incentives for key executives.

Leef Brands, Inc. completed the acquisition of Standard Holdings, Inc., paying mainly in equity. SHI became a wholly owned subsidiary after Leef Brands issued 12,592,960 common shares and a small $10,000 cash component to SHI equity holders.

The merger consideration is structured with a twelve‑month lock-up, releasing one-third of the merger shares every four months. This staging may influence potential share sale timing by former SHI holders, though actual effects depend on their decisions and market conditions.

Leef Brands also issued 1,095,040 incentive shares and Incentive Warrants for 547,520 common shares at CAD$0.25 per share, with a two‑year term from the Effective Date, to certain SHI executive officers and affiliates. These awards, issued under Section 4(a)(2) of the Securities Act, align management with equity performance while modestly increasing potential future share issuance.

8-K Event Classification

4 items: 2.01, 3.02, 8.01, 9.01

4 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

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

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Merger share consideration: 12,592,960 common shares Merger cash component: $10,000 Incentive Shares: 1,095,040 common shares +5 more

8 metrics

Merger share consideration 12,592,960 common shares Issued to SHI senior preferred stock holders as merger consideration

Merger cash component $10,000 Paid to SHI common and series seed preferred stock holders

Incentive Shares 1,095,040 common shares Issued to SHI continuing officers and affiliates for past and future services

Incentive Warrants 547,520 warrants Warrants to purchase Leef Brands common shares granted to continuing officers

Warrant exercise price CAD$0.25 per share Exercise price for Incentive Warrants

Warrant term Two years Term of Incentive Warrants from the Effective Date of the merger

Lock-up period Twelve months Merger Shares locked up, with one-third released every four months

Securities Act exemption Section 4(a)(2) Exemption used for unregistered issuance of merger and incentive securities

Key Terms

Agreement and Plan of Merger, Merger Shares, lock-up agreement, Incentive Warrants, +2 more

6 terms

Agreement and Plan of Merger regulatory

"pursuant to that certain Agreement and Plan of Merger dated April 14, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Shares financial

"issued an aggregate of 12,592,960 shares of the Company’s common shares, no par value (“Merger Shares”)"

lock-up agreement financial

"The Merger Shares are subject to a twelve (12) month lock-up agreement"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

Incentive Warrants financial

"warrants to purchase an aggregate of 547,520 shares of the Company’s common shares ... (the “Incentive Warrants”)"

Incentive warrants are tradable rights that let the holder buy a company’s shares at a fixed price for a limited time, issued to motivate or reward partners, advisers, or investors. Think of them as a discounted ticket to buy stock later: they can add potential upside if the share price rises but can also dilute existing shareholders and change future cash flow when exercised, so investors watch them closely.

Section 4(a)(2) regulatory

"were offered and issued 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.

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

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): April 27, 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. ☐

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion of the previously announced Merger (as defined below) pursuant to that certain Agreement and Plan of Merger dated April 14, 2026 (the “Merger Agreement”) by and among Leef Brands, Inc., a British Columbia corporation (the “Company”), LEEF Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Standard Holdings, Inc., a Delaware corporation (“SHI”), and Robert J. Mendola, Jr., solely in his capacity as representative of the stockholders of the Company (the “Representative”).

On March 27, 2026, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into SHI (the “Merger”), with the SHI surviving the Merger as a wholly-owned subsidiary of the Company.

The descriptions of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K are only a summary, do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement, a copy of which was filed as Exhibit 1.01 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2026, which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

As consideration for the Merger, the Company (a) issued an aggregate of 12,592,960 shares of the Company’s common shares, no par value (“Merger Shares”), to the holders of SHI’s senior preferred stock and (b) paid an aggregate of $10,000.00 in cash to the holders of SHI’s common stock and series seed preferred stock. The Merger Shares are subject to a twelve (12) month lock-up agreement, with one-third (1/3) of the Merger Shares being released from the lock-up obligation after each four month period following the closing date.

Each stock option and warrant of SHI (“Convertible Securities”) that was outstanding and unexercised immediately prior to the effective time of the Merger (the “Effective Time”) was cancelled and terminated as of the Effective Time without the payment of any consideration therefor.

In connection with the Merger, the Company retained the services of certain executive officers of SHI following the Effective Time (the “Continuing Officers”). In consideration for prior services rendered by the Continuing Officers to SHI and for the future services to be rendered to the Company and SHI following the closing date, the Company issued to the Continuing Officers and their affiliates (a) an aggregate of 1,095,040 shares of the Company’s common shares, no par value (“Incentive Shares”), and (a) warrants to purchase an aggregate of 547,520 shares of the Company’s common shares, no par value, at a per share exercise price of CAD$0.25 (the “Incentive Warrants”). The Incentive Warrants have a term of two years from the Effective Date.

The Merger Shares, the Incentive Shares, the Incentive Warrants and common shares issuable upon exercise of the Incentive Warrants were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered and issued pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 8.01 Other Events.

On April 27, 2026, the Company issued a press release regarding the matters described in Item 2.01 of this Current Report on Form 8-K. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release dated April 28, 2026
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: May 4, 2026	By:	/s/ Kevin Wilson
		Kevin Wilson
		Chief Financial Officer

Exhibit 99.1

FAQ

What merger did Leef Brands (LEEEF) complete with Standard Holdings, Inc.?

Leef Brands completed a merger where its subsidiary LEEF Merger Sub, Inc. merged into Standard Holdings, Inc., leaving SHI as a wholly owned subsidiary. The deal followed an April 14, 2026 Merger Agreement and closed with stock and limited cash consideration to SHI shareholders.

How many Leef Brands shares were issued as merger consideration to SHI investors?

Leef Brands issued 12,592,960 common shares to holders of SHI’s senior preferred stock as merger consideration. In addition, it paid $10,000 in cash to SHI’s common and series seed preferred stockholders, combining equity and a small cash component to complete the transaction.

What are the lock-up terms on the Leef Brands merger shares issued for SHI?

The 12,592,960 merger shares are subject to a twelve‑month lock-up. One-third of these shares is released from lock-up after each four‑month period following the closing date, gradually allowing former SHI holders to access liquidity over the year.

What incentive equity and warrants did Leef Brands (LEEEF) grant SHI executives?

Leef Brands granted SHI’s continuing executive officers and affiliates 1,095,040 common shares as Incentive Shares and Incentive Warrants to purchase 547,520 common shares. The warrants carry an exercise price of CAD$0.25 per share and a two‑year term from the Effective Date.

Were the Leef Brands merger and incentive securities registered under the Securities Act?

No, the merger shares, Incentive Shares, Incentive Warrants, and common shares issuable on warrant exercise were not registered under the Securities Act. They were offered and issued relying on the private offering exemption provided by Section 4(a)(2) of the Securities Act of 1933.

Which Leef Brands 8-K items describe the SHI merger and related share issuances?

The merger completion and consideration are described under Item 2.01 (Completion of Acquisition or Disposition of Assets). The related unregistered share and warrant issuances are incorporated into Item 3.02 (Unregistered Sales of Equity Securities), reflecting the exempt nature of these transactions.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 1.9 KB
• EX-99 GRAPHIC 654.0 KB
• EX-99 GRAPHIC 611.1 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB