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  4. [8-K] Leef Brands Inc. Reports Material Event

LEEF Brands (OTCQB: LEEEF) buys HIMALAYA cannabis concentrates brand

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Leef Brands, Inc. has agreed to acquire Standard Holdings, Inc., parent of the HIMALAYA cannabis concentrates brand, through a merger. As consideration, Leef will issue 12,592,960 common shares to holders of SHI senior preferred stock and pay $10,000 in cash to SHI common and seed preferred holders.

The deal also includes 1,095,040 incentive shares and warrants for 547,520 shares at CAD$0.25 per share to certain SHI executives, supporting their continued service. The HIMALAYA acquisition, valued at about $2.5 million including warrants, is expected to close on or before April 30, 2026 and is intended to enhance Leef’s vertical integration and margins.

Positive

  • Strategic vertical-integration acquisition: Leef is acquiring HIMALAYA for approximately $2.5 million in largely share-based consideration, aiming to pair its low-cost Salisbury Canyon Ranch inputs with a premium California concentrates brand to improve margins and generate meaningful free cash flow in the first year.

Negative

  • None.

Insights

Leef uses a small, share-based deal to add a strong concentrates brand and deepen vertical integration.

Leef Brands is acquiring Standard Holdings, owner of the HIMALAYA concentrates brand, for roughly $2.5 million in equity and warrants. The structure is heavily stock-based: 12,592,960 merger shares plus 1,095,040 incentive shares, minimizing immediate cash outlay.

HIMALAYA brings a recognized California concentrates brand that already uses sun-grown inputs, which aligns with Leef’s Salisbury Canyon Ranch cultivation and extraction platform. Management highlights expected margin improvements and free cash flow from HIMALAYA in the first combined year, though these outcomes remain forward-looking and subject to execution.

The transaction also grants Incentive Warrants for 547,520 shares at CAD$0.25, expiring two years after the effective date, to retain key SHI executives. Overall, this is a strategically meaningful bolt-on acquisition aimed at leveraging existing low-cost inputs and expanding distribution, with the impact depending on integration and California market conditions.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
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.
Merger share consideration 12,592,960 common shares Shares issued to SHI senior preferred stockholders as merger consideration
Cash consideration $10,000 Cash paid to SHI common and series seed preferred holders
Incentive Shares 1,095,040 common shares Issued to SHI continuing officers and affiliates for past and future services
Incentive Warrants volume 547,520 warrants Warrants to buy LEEF common shares issued to continuing officers and affiliates
Incentive Warrants exercise price CAD$0.25 per share Exercise price for Incentive Warrants with two-year term
Warrant value in press release $100,000 Aggregate value of warrants mentioned as part of HIMALAYA consideration
Total stated consideration $2.5 million (approx.) Approximate total consideration for HIMALAYA including shares and warrants
Lock-up duration 12 months Merger Shares locked up with one-third released every four months after closing
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
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.
lock-up agreement financial
"The Merger Shares will be 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.
vertical integration financial
"The acquisition strengthens LEEF’s vertical integration strategy"
Vertical integration occurs when a company controls multiple stages of its production or supply chain, such as making its own products and also distributing or selling them. This can help the company reduce costs and increase control over quality and delivery. For investors, it often signals a company’s effort to become more self-sufficient and competitive in its industry.
forward-looking statements regulatory
"This news release contains certain forward-looking information and forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
full-spectrum cartridges technical
"a leading California-based cannabis concentrates brand known for its premium, full-spectrum cartridges"
Section 4(a)(2) under the Securities Act regulatory
"being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act"
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 14, 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 1.01

Entry into a Material Definitive Agreement

 

On April 14, 2026, 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”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Upon the closing of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”) whereupon the separate corporate existence of Merger Sub will cease, with the Company continuing as the surviving corporation of the Merger as a wholly owned subsidiary of the Company.

 

As consideration for the Merger, the Company will (a) issue 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) pay an aggregate of $10,000.00 in cash to the holders of SHI’s common stock and series seed preferred stock. The closing issuance of Merger Shares may be adjusted after the closing, pursuant to procedures set forth in the Merger Agreement, in connection with the finalization of working capital amounts at closing. The Merger Shares will be 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 remains outstanding and unexercised immediately prior to the effective time of the Merger (the “Effective Time”) will be cancelled and terminated as of the Effective Time without the payment of any consideration therefor.

 

In connection with the Merger, the Company will continue to retain the services of certain executive officers of SHI following the closing date (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 will issue 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”). to the holders of SHI’s senior preferred stock. The Incentive Warrants will have a term of two years from the Effective Date.

 

The Merger Agreement contains customary representations, warranties and covenants and indemnification provisions. The transactions contemplated by the Merger Agreement are expected to close on or before April 30, 2026. As of the closing of the Merger Agreement, the Representative will be a stockholder of SHI and also is a current member of the Board of Directors of the Company, and as such the Representative has agreed to recuse himself from participation in any matter brought before the Company’s Board of Directors concerning the Merger Agreement between the Company, on the one hand, and SHI stockholders, on the other hand.

 

The Merger Shares, the Incentive Shares, the Incentive Warrants and common shares issuable upon exercise of the Incentive Warrants 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 Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

 

The Merger Agreement has been attached to provide investors and stockholders with information regarding its terms. It is not intended to provide any other factual information about the Company, Merger Sub or SHI. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement have been made solely for the benefit of the parties to the Merger Agreement and are qualified by information in confidential disclosure schedules provided by SHI in connection with the signing of the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the Company and SHI rather than establishing matters as facts. Accordingly, the representations and warranties in the Merger Agreement should not be relied upon as characterizations of the actual state of facts about the Company or SHI.

 

 

 

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 3.02Unregistered Sales of Equity Securities.

 

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

 

Item 8.01Other Events.

 

On April 16, 2026, the Company issued a press release regarding the matters described in Item 1.01 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
1.1   Agreement and Plan of Merger dated April 14, 2026 by and among Leef Brands, Inc., LEEF Merger Sub Inc., Standard Holdings, Inc. and Robert J. Mendola, Jr.
99.1   Press release dated April 16, 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: April 17, 2026 By: /s/ Kevin Wilson
    Kevin Wilson
    Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

Source: LEEF Brands Inc.

April 16, 2026 08:30 ET

 

LEEF Brands Announces Acquisition of HIMALAYA, a Leading California Concentrates Brand, to Expand Vertical Integration and Drive Margin Expansion

 

VANCOUVER, British Columbia, April 16, 2026 (GLOBE NEWSWIRE) -- LEEF Brands, Inc. (CSE: LEEF) (OTCQB: LEEEF) (“LEEF” or the “Company”), a rapidly growing cannabis company, today announced that it has entered into an agreement to acquire Standard Holdings, Inc., the parent company of HIMALAYA VAPOR (“HIMALAYA”), a leading California-based cannabis concentrates brand known for its premium, full-spectrum cartridges and natural formulations.

 

The acquisition strengthens LEEF’s vertical integration strategy by pairing one of California’s most efficient cultivation and extraction platforms with a top-tier consumer brand. HIMALAYA has built a strong reputation for producing high-quality cartridges and concentrates using sun-grown cannabis, with a loyal customer base across Northern California.

 

Under the terms of the agreement, LEEF will acquire HIMALAYA for 13,688,000 common shares of the Company, which includes management incentive shares, and will issue warrants with an aggregate value of US$100,000 priced at $0.25 CAD per share, representing total consideration of approximately US$2.5 million.

 

LEEF’s Salisbury Canyon Ranch provides some of the cleanest and lowest-cost cannabis inputs in the industry at significant scale. By integrating HIMALAYA into its platform, LEEF expects to immediately improve unit economics by lowering input costs. This change is anticipated to generate meaningful free cash flow from HIMALAYA during its first year of combined operations.

 

“We are excited to bring HIMALAYA into the LEEF platform,” said Micah Anderson, Chief Executive Officer of LEEF Brands. “This is exactly the type of acquisition we are focused on: a premium, authentic brand with strong customer loyalty that we can scale more efficiently through our vertically integrated infrastructure. Having worked with the HIMALAYA team for over five years, we have strong conviction in both the brand and its leadership, which further reinforces our confidence in this partnership. By leveraging low-cost inputs from Salisbury Canyon Ranch, we believe we can significantly improve margins while expanding distribution across California and into new markets over time.” 

 

“We have found the right partner in LEEF,” said Noah Farb, Chief Financial Officer of HIMALAYA. “From day one, our focus has been on making authentic, full-spectrum products without cutting corners. LEEF gives us the platform to scale that vision—expanding our reach across California and into new markets—while staying true to what has made HIMALAYA resonate with consumers.”

 

LEEF remains focused on expanding Salisbury Canyon Ranch and executing on its core business. The HIMALAYA transaction represents a strategic first step in a broader long-term strategy and adds sales and distribution capabilities that provide future optionality. The Company will continue to take a disciplined and selective approach to any additional M&A opportunities. 

 

About LEEF Brands, Inc.

 

LEEF Brands, Inc. is a leading California and New York-based extraction and manufacturing cannabis company. With a comprehensive supply chain, innovative manufacturing processes, and a dynamic bulk concentrate portfolio, 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 anticipated benefits of the acquisition of Standard Holdings, Inc., including expected margin improvements, integration of operations, expansion of distribution, and entry into new markets.

 

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”, “estimates”, “continues”, “projects”, “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.

 

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. Accordingly, readers should not place undue reliance on forward-looking statements.

 

LEEF Brands, Inc.

 

Per: Jesse Redmond

Chief Strategy & Investor Relations Officer

Phone: +1 (805) 717-9327

Email: ir@leefca.com

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did LEEF Brands (LEEEF) announce in this 8-K filing?

LEEF Brands announced an agreement to acquire Standard Holdings, Inc., parent of the HIMALAYA cannabis concentrates brand. The deal is structured as a merger and is intended to strengthen LEEF’s vertical integration, improve margins, and expand its branded product presence in California.

How much is LEEF Brands paying to acquire HIMALAYA?

LEEF Brands is acquiring HIMALAYA for approximately $2.5 million in total consideration. This includes 13,688,000 common shares of the company, which encompasses merger and management incentive shares, plus warrants valued at $100,000 priced at CAD$0.25 per share.

How is the HIMALAYA acquisition structured for LEEF Brands (LEEEF)?

The acquisition is structured as a merger between a LEEF subsidiary and Standard Holdings, Inc. LEEF will issue 12,592,960 merger shares and pay $10,000 in cash, plus 1,095,040 incentive shares and 547,520 Incentive Warrants at CAD$0.25 to certain SHI executives and affiliates.

When is the LEEF Brands–HIMALAYA transaction expected to close?

The transactions under the merger agreement are expected to close on or before April 30, 2026. Closing timing will depend on satisfaction of customary conditions set out in the agreement and completion of required steps by LEEF Brands and Standard Holdings, Inc.

What lock-up applies to the merger shares issued by LEEF Brands?

The 12,592,960 merger shares will be subject to a 12‑month lock-up agreement. One-third of these shares are scheduled to be released from lock-up after each four‑month period following closing, gradually increasing liquidity for former SHI senior preferred stockholders.

Why is LEEF Brands acquiring HIMALAYA and Standard Holdings, Inc.?

LEEF Brands aims to deepen vertical integration by combining its Salisbury Canyon Ranch cultivation and extraction operations with HIMALAYA’s premium concentrates brand. Management expects lower input costs, improved unit economics, stronger margins, and expanded distribution across California and potential new markets over time.

How are SHI’s existing options and warrants treated in the LEEF merger?

Each SHI stock option and warrant outstanding immediately before the merger’s effective time will be cancelled and terminated without any payment. Instead, LEEF will issue separate Incentive Shares and Incentive Warrants to certain SHI executives and affiliates to reward past service and support future contributions.

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