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Leef Brands appoints Hirsh Jain as director

Before joining the Board, Jain had advised LEEF on cannabis policy and market-expansion matters.

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Form Type
8-K

Rhea-AI Filing Summary

Leef Brands Inc. appointed Hirsh Jain as a director effective October 1, 2026, naming him chairman of the Nomination Committee and a member of the Audit Committee. The appointment terms say the Board expands to six directors; the accompanying announcement says Kevin Wilson’s resignation in connection with Jain’s appointment leaves five, with Wilson continuing as CFO. The announcement describes Jain as independent and says three of five directors are independent.

Jain will receive a $35,000 annual cash retainer, paid in four equal quarterly installments, plus initial restricted share unit grants valued at $50,000 for Board service, $10,000 for Nomination Committee chair service, and $5,000 for Audit Committee service. Annual grants of the same values are provided on the applicable anniversaries. All units vest over one year in twelve equal monthly installments, and the company will reimburse reasonable out-of-pocket service expenses.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Annual cash retainer $35,000 per year Paid in four equal quarterly installments
Initial Board-service restricted share unit grant $50,000 As of October 1, 2026; annual grants of the same value on each appointment anniversary
Initial Nomination Committee chair restricted share unit grant $10,000 As of October 1, 2026; annual grants of the same value on each anniversary of his service as chair
Initial Audit Committee member restricted share unit grant $5,000 As of October 1, 2026; annual grants of the same value on each anniversary of his Audit Committee service
Restricted share unit vesting period 1 year Vests in twelve equal monthly installments
Restricted Share Units financial
"initial grant of $50,000 of Restricted Share Units"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
Indemnification Agreement regulatory
"customary indemnification agreement (the “Indemnification Agreement”)"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
DEA registration applications regulatory
"filed DEA registration applications across its California and Nevada licenses"
interstate commerce regulatory
"opportunities related to interstate commerce"
Trade, business activity, or the movement of goods, services, money, or information that crosses state lines or meaningfully affects trade between states. Think of it like a road network connecting different states: when a company sells products across that network or its actions ripple beyond one state, those activities count as interstate commerce. It matters to investors because it determines which federal rules, taxes, and legal risks apply, and influences market reach and supply-chain exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What compensation will Hirsh Jain receive as a LEEF director?

Hirsh Jain will receive a $35,000 annual cash retainer, paid in four equal quarterly installments, and initial restricted share unit grants valued at $50,000 for Board service, $10,000 for chairing the Nomination Committee, and $5,000 for Audit Committee service. Annual grants of the same values are provided on the applicable anniversaries.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 1, 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Director

 

On October 1, 2026, the Board of Directors (the “Board”) of Leef Brands, Inc. (the “Company”) appointed Hirsh Jain as a member of the Board, effective October 1, 2026. Mr. Jain will serve as a director until his successor is duly elected and qualified, or if earlier, until his death, disability, resignation, disqualification or removal. Mr. Jain’s appointment will expand the Board to six directors. Mr. Jain was also appointed to serve as the Chairman of the Nomination Committee and as a member of the Audit Committee.

 

Mr. Jain is 38 years old and the Chief Executive Officer of Ananda Strategy, LLC, a cannabis-focused business advisory firm founded by Mr. Jain which works with cannabis brands, retailers, distributors, testing labs, technology platforms, professional service firms and capital providers in the United States on matters ranging from competitive licensing, legislative strategy, regulatory intelligence, market expansion, business litigation, strategic communication and other varied corporate initiatives. Mr. Jain has been self-employed since founding Ananda Strategy, LLC in November 2020. Prior to working in cannabis, Mr. Jain was a Government Affairs Director at Airbnb in San Francisco. Before that, he worked as an Engagement Manager at McKinsey & Company in New York City. Mr. Jain has a B.A. from UC Berkeley, and a J.D. from Harvard Law School.

 

Mr. Jain will receive customary compensation as a member of the Board and its committees. For his service as a member of the Board, he will receive an annual cash retainer of $35,000.00 paid in four equal quarterly installments, an initial grant of $50,000 of Restricted Share Units as of October 1, 2026 and annual grants of Restricted Share Units thereafter valued at $50,000.00 per grant on each anniversary of his appointment. Additionally, for his service as the Chairman of the Nomination Committee, he will receive an initial grant of $10,000 of Restricted Share Units as of October 1, 2026 and annual grants of Restricted Share Units thereafter valued at $10,000.00 per grant on each anniversary of his service as Chairman of the Nomination Committee. Furthermore, for his service as a member of the Audit Committee, he will receive an initial grant of $5,000 of Restricted Share Units as of October 1, 2026 and annual grants of Restricted Share Units thereafter valued at $5,000.00 per grant on each anniversary of his service as a member of the Audit Committee. All Restricted Share Units vest over one year in twelve equal monthly installments. The Company will also reimburse Mr. Jain for his reasonable and out-of-pocket expenses incurred in connection with his services as a member of the Board.

 

Other than as set forth in this Item 5.02 of Form 8-K, there are no arrangements or understandings between Mr. Jain and any other person pursuant to which he was selected as a director. There are no family relationships between Mr. Jain and any director or executive officer of the Company, and there are no transactions involving Mr. Jain that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Director Indemnification Agreement

 

In connection with the appointment of Mr. Jain to the Board, the Company will enter into a customary indemnification agreement (the “Indemnification Agreement”), substantially in the form previously approved by the Board. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference into this Item 5.02.

 

Item 7.01Regulation FD Disclosure.

 

On October 1, 2026, the Company issued a press release announcing Mr. Jain’s appointment to the Board. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

 

The information in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.
  Description
10.1   Director Indemnification Agreement
99.1   Press Release dated September 21, 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: October 2, 2026 By: /s/ Kevin Wilson
    Kevin Wilson
    Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

Source: LEEF Brands Inc.

 

September 21, 2026 08:30 ET

 

LEEF Brands Strengthens Board Independence, Appoints Hirsh Jain to Board of Directors

 

VANCOUVER, British Columbia, Sept. 21, 2026 (GLOBE NEWSWIRE) — LEEF Brands Inc. (CSE: LEEF) (OTCQB: LEEEF) (“LEEF” or the “Company”), a leading California concentrate company, today announced the appointment of Hirsh Jain, a leader in cannabis policy and strategy, to its Board of Directors as an independent director. Mr. Jain has served as a strategic advisor to LEEF, working with the Company on the evolving federal and state policy landscape and opportunities related to interstate commerce, international exports, and market expansion.

 

In connection with Mr. Jain’s appointment, Kevin Wilson has resigned from the Board of Directors, resulting in a five-member Board, and will continue to serve as LEEF’s Chief Financial Officer. The changes are part of LEEF’s broader effort to strengthen independent Board oversight of management. Following the appointment, independent directors will comprise three of the Board’s five members. LEEF’s Audit and Compensation Committees will each be comprised entirely of independent directors, while its Nominating and Corporate Governance Committee will be majority independent. Together, these changes advance LEEF’s objective of building a governance structure aligned with the standards and practices expected of companies listed on major U.S. exchanges.

 

“Hirsh has been a valued strategic advisor to LEEF, and we are pleased to welcome him to our Board of Directors,” said Micah Anderson, Chief Executive Officer of LEEF Brands. “His deep understanding of cannabis policy, market development, and the evolving regulatory landscape will be increasingly important as we prepare for opportunities in interstate commerce and international markets. Just as importantly, his appointment meaningfully strengthens the independence and composition of our Board. With independent directors now comprising a majority of the Board and independent oversight strengthened across our key committees, we are continuing to build the governance infrastructure expected of larger U.S. public companies. This is an important part of LEEF’s evolution and our long-term strategy.”

 

Mr. Jain is the Founder and Chief Executive Officer of Ananda Strategy, a cannabis-focused advisory firm that works with operators on regulatory and legislative strategy, market expansion, competitive licensing, strategic communications, and other corporate initiatives. He has worked in the cannabis industry for nine years and has advised top operators navigating complex regulatory, legislative, and market-development issues.

 

 
 

 

Since the launch of adult-use sales in California in 2018, Mr. Jain has worked closely on many of the policy and market issues shaping the state’s cannabis industry, engaging with the Governor’s Office, state officials, and dozens of local governments. His work with operators across the California supply chain has given him a broad perspective on the state’s market and the different regulatory and commercial challenges facing businesses within it, experience that will be relevant to LEEF as it continues to grow its California operations.

 

Prior to entering the cannabis industry, Mr. Jain served as Director of Government Affairs at Airbnb in San Francisco and as an Engagement Manager at McKinsey & Company in New York. He holds a B.A. from the University of California, Berkeley and a J.D. from Harvard Law School.

 

“We’re entering a period of significant change in the cannabis industry, and I believe LEEF is exceptionally well positioned for what comes next,” said Jain. “As federal and state policy continues to evolve, the barriers separating cannabis markets will increasingly come under pressure, creating opportunities for companies with the right assets, capabilities, and partnerships. Having worked closely with Micah and the LEEF team, I have tremendous respect for what they’ve built, and I think there’s a much bigger opportunity ahead. I’m excited to join the Board and contribute my experience in policy, market strategy, and business development as LEEF enters its next phase of growth.”

 

Mr. Jain’s appointment comes as LEEF continues to prepare for potential interstate commerce and international export opportunities. The Company has filed DEA registration applications across its California and Nevada licenses and is building relationships in key international markets while preparing its operations to meet destination-market standards.

 

About LEEF Brands Inc.

 

LEEF Brands Inc. is a leading California concentrate company. With a comprehensive supply chain, innovative manufacturing processes, a dynamic bulk concentrate portfolio, and a growing line of branded products, LEEF powers some of the largest cannabis brands in the United States. For more information, visit www.leefbrands.com.

 

Forward-Looking Statements

 

This news release contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively, “forward-looking statements”), including, but not limited to, statements regarding the Company’s future financial condition, operations, and objectives.

 

Forward-looking statements reflect current expectations or beliefs regarding future events or the Company’s future performance or financial results. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates”, “targets” or “believes”, or variations of, or the negatives of, such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. All forward-looking statements, including those herein, are qualified by this cautionary statement.

 

Although the Company believes that the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements.

 

There are certain factors that could cause actual results to differ materially from those in the forward-looking information, including, but not limited to, the risks disclosed in the Company’s public filings on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Accordingly, readers should not place undue reliance on forward-looking statements.

 

Contact

 

LEEF Brands Inc.

Jesse Redmond

Chief Strategy & Investor Relations Officer

Phone: +1 (805) 717-9327

Email: ir@leefca.com

 

 

 

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