Leef Brands Inc.

8-K · form8-k.htm

0001711141

 2026-05-18
 2026-05-18

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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