Leef Brands (OTCQB: LEEEF) completes US$14.5M preferred share financing
Rhea-AI Filing Summary
Leef Brands, Inc. completed a non-brokered private placement and share exchange for its Series A-2 preferred shares. At closing, the company issued 33,401,551 Series A-2 Preferred Shares, including 20,800,000 shares sold for cash at US$0.25 per share for gross proceeds of US$5,200,000, and 12,601,551 shares issued in exchange for 11,204,376 outstanding Series A-1 preferred shares plus supplemental dividends. Each Series A-2 Preferred Share is convertible into common shares at US$0.25 per common share, subject to anti-dilution adjustments.
Including prior closings, Leef Brands has raised aggregate gross proceeds of approximately US$14.5 million from its preferred share financing, which it intends to use to acquire a cannabis processing and storage facility. The facility is expected to dry, cure, freeze, and store biomass from Salisbury Canyon Ranch before extraction at LEEF Labs in Mendocino County, support the company’s fully permitted 180-acre cultivation footprint, and allow third‑party processing and storage services. An insider participated in the exchange, treated as a related party transaction under Multilateral Instrument 61-101, for which the company relied on exemptions. The Series A-2 shares and their underlying common shares were issued under Securities Act registration exemptions.
Positive
- None.
Negative
- None.
Filing Explained
The July 27 closing completed the preferred financing, but did not itself issue common shares: the 33,401,551 Series A-2 shares are convertible at US$0.25 per common share, so conversion would increase the common share count and reduce existing holders’ percentage ownership.
8-K Event Classification
Key Figures
Key Terms
non-brokered private placement financial
anti-dilution adjustments financial
Multilateral Instrument 61-101 regulatory
forward-looking statements regulatory
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FAQ
What financing did Leef Brands (LEEEF) complete on July 27, 2026?
What will Leef Brands (LEEEF) use the new financing proceeds for?
How does the new facility fit into Leef Brands’ (LEEEF) operations?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
Commission
File Number:
| British Columbia | ||
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(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 | ||
| None | None | None |
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 July 27, 2026, Leef Brands, Inc., a British Columbia corporation (the “Company”), completed a closing of a non-brokered private placement and share exchange of Series A-2 preferred shares in the capital of the Company (the “Series A-2 Preferred Shares”). At the closing, the Company issued an aggregate of 33,401,551 Series A-2 Preferred Shares, comprised of (a) 20,800,000 Series A-2 Preferred Shares issued for new cash subscriptions at a price of US$0.25 per share for aggregate gross proceeds of US$5,200,000, and (b) 12,601,551 Series A-2 Preferred Shares issued in exchange for the surrender and cancellation of 11,204,376 previously outstanding Series A-1 preferred shares of the Company (the “Series A-1 Preferred Shares”), together with the payment of supplemental dividends to the holders of the Series A-1 Preferred Shares in respect of the period from June 1, 2026 to July 10, 2026.
Each Series A-2 Preferred Share is convertible into common shares of the Company at a conversion price of US$0.25 per common share, subject to customary anti-dilution adjustments. Including all prior closings, the Company has raised aggregate gross proceeds of approximately US$14,500,000 in connection with the offering of its preferred shares.
The Company intends to use the net proceeds from the new capital raised in the offering to fund the acquisition of a processing facility. The facility is expected to be used to dry, cure, freeze and store cannabis biomass harvested from the Company’s Salisbury Canyon Ranch prior to extraction at the Company’s LEEF Labs facility in Mendocino County, California. The Company expects the facility to support its fully permitted 180-acre cultivation footprint, to position the Company for future interstate commerce and international export operations, and to provide an additional revenue stream through the provision of third-party processing and storage services.
Robert J. Mendola Jr., an insider of the Company, participated in the share exchange in respect of the Series A-2 Preferred Shares. The participation of Mr. Mendola constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 in respect of such participation.
The Series A-2 Preferred Shares, and the common shares issuable upon conversion thereof, have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued pursuant to exemptions from the registration requirements of the Securities Act. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
The foregoing description of the terms of the Series A-2 Preferred Shares and the related subscription and exchange agreements is qualified in its entirety by reference to the full text of the form of subscription agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 3.02 | Unregistered 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 8.01 | Other Events. |
On July 27, 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 | |
| 10.1 | Form of Subscription Agreement for Series A-2 Preferred Shares | |
| 10.2 | Exchange Agreement (Exchange of Series A-1 Shares for Series A-2 Shares) | |
| 99.1 | Press release dated July 27, 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: | August 3, 2026 | By: | /s/ Kevin Wilson |
| Kevin Wilson | |||
| Chief Financial Officer | |||
Exhibit 99.1
Source: LEEF Brands Inc.
July 27, 2026 08:00 ET
LEEF Brands Announces US$5.2 Million Preferred Financing to Purchase Processing Facility
VANCOUVER, British Columbia, July 27, 2026 (GLOBE NEWSWIRE) — LEEF Brands, Inc. (CSE: LEEF) (OTCQB: LEEEF) (“LEEF” or the “Company”) today announced the closing (the “Closing”) of its oversubscribed financing (the “Financing”) previously announced on March 12, 2026, and May 11, 2026, bringing total gross proceeds raised across all closings of the Financing to approximately US$14.5 million.
Proceeds from the Financing will be used to purchase a cannabis processing and storage facility that will dry, cure, freeze, and store biomass harvested at Salisbury Canyon Ranch before it is transported to LEEF Labs in Mendocino County for extraction. The facility is expected to provide the capacity needed to support Salisbury Canyon Ranch today, accommodate the Company’s planned expansion to its fully permitted 180-acre cultivation footprint, and provide additional capacity when LEEF expands cultivation to serve future interstate commerce and international export markets. In addition to supporting the Company’s cultivation operations, the facility has the potential to generate an additional revenue stream by providing processing and storage services for other cultivators.
“This financing represents another important milestone for LEEF as we continue investing in the infrastructure needed to support our long-term growth strategy,” said Micah Anderson, Chief Executive Officer of LEEF Brands. “Over the past two years, we’ve built one of California’s premier low-cost cultivation platforms at Salisbury Canyon Ranch. Owning our own processing and storage facility is the next step in strengthening our vertically integrated supply chain, supporting the continued expansion of Salisbury Canyon Ranch, and positioning LEEF to capitalize on future opportunities in California interstate commerce and international export markets.” Common Share of the Company (each, a “Common Share”) at an initial conversion price of US$0.25 per Common Share, subject to customary anti-dilution adjustments, comprised of: (i) an aggregate of 12,601,551 Series A-2 Shares issued as consideration for the cancellation of an aggregate of 11,204,376 Preferred Shares - Series 1 of the Company (each, a “Series A-2 Share”), including Series A-2 Shares issued as one-time supplemental payment to the holders of Series A-1 Shares in respect of the 40-day period from June 1, 2026 to July 10, 2026 during which such holders’ Series A-1 Shares were accruing dividends in favour of such holders, calculated on the same economic basis as the dividend rate applicable to the Series A-1 Shares (the “Exchange”); and (ii) an aggregate of 20,800,000 Series A-2 Shares issued at a price of US$0.25 per Series A-2 Share, for gross proceeds of US$5.2 million.
Jamie Mendola, an insider of the Company, participated in the Exchange, which constitutes a related party transaction pursuant to Multilateral lnstrument 61-101 - Protection of Minority Security Holders in Special Transactions (“Ml 61-101”). The Company relied on Sections 5.5(a) and 5.7(1)(a) of Ml 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively, of Ml 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Series A-2 Shares acquired pursuant to the Exchange by insiders under the Financing exceeded 25% of the Company’s market capitalization.
About LEEF Brands, Inc.
LEEF Brands, lnc. is a leading California and New York-based extraction and manufacturing cannabis 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 anticipated use of proceeds from the Financing; the anticipated effects of the purchase of a storage facility; the CompanyCs anticipated expansion to its fully permitted 180-acre cultivation footprint; the Company’s anticipated expansion of its cultivation to serve future interstate commerce and international export markets; the anticipated generation of an additional revenue stream by providing processing and storage services for other cultivators; the anticipated strengthening of the Company’s vertically integrated supply chain; the Company’s anticipated expansion of the Salisbury Canyon Ranch; the Company’s anticipated positioning to capitalize on future opportunities; and 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, including but not limited to: the assumption that the use of proceeds from the Financing will be as anticipated; the assumption that the effects of the purchase of a storage facility will be as anticipated; the assumption that the Company will expand to its fully permitted 180-acre cultivation footprint; the assumption that the Company will expand its cultivation to serve future interstate commerce and international export markets; the assumption that the Company will generate an additional revenue stream by providing processing and storage services for other cultivators; the assumption that the strengthening of the Company’s vertically integrated supply chain is as anticipated; the assumption that the Company will expand the Salisbury Canyon Ranch; the assumption that the Company’s positioning to capitalize on future opportunities will be as anticipated; and the assumption that the Company’s future financial condition, operations, and 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 risk that the use of proceeds from the Financing will not be as anticipated; the risk that the effects of the purchase of a storage facility will not be as anticipated; the risk that the Company will not expand to its fully permitted 180-acre cultivation footprint; the risk that the Company will not expand its cultivation to serve future interstate commerce and international export markets; the risk that the Company will not generate an additional revenue stream by providing processing and storage services for other cultivators; the risk that the strengthening of the Company#s vertically integrated supply chain is not as anticipated; the risk that the Company will not expand the Salisbury Canyon Ranch; the risk that the Company#s positioning to capitalize on future opportunities will not be as anticipated; the risk that the Company#s future financial condition, operations, and objectives will not be as anticipated; and the risks disclosed in the Company#s public filings on the Company#s issuer profile on the System for Electronic Document Analysis and Retrieval+ at www.sedarplus.ca. Accordingly, readers should not place undue reliance on forward-looking statements.
Contact
LEEF Brands, Inc.
Per: Jesse Redmond
Chief Strategy & Investor Relations Officer
Phone: +1 {805) 717-9327
Email: ir@leefca.com