Leef Brands, Inc. Form 8-K Filing

On July 27, 2026, Leef Brands, Inc. completed a non-brokered private placement and share exchange, issuing 33,401,551 Series A-2 preferred shares. This included 20,800,000 shares for new cash subscriptions totaling US$5,200,000 at US$0.25 per share, and 12,601,551 shares exchanged for previously outstanding Series A-1 preferred shares, along with supplemental dividends. Each Series A-2 share is convertible into common shares at US$0.25 per share, subject to anti-dilution adjustments. The total gross proceeds raised in the preferred share offering reached approximately US$14,500,000. The company plans to use these proceeds to acquire a processing facility for cannabis biomass, supporting its cultivation operations, enabling future interstate and international commerce, and offering third-party processing services. Robert J. Mendola Jr., an insider, participated in the share exchange, which is being treated as a related-party transaction with exemptions from formal valuation and minority shareholder approval requirements. The Series A-2 preferred shares and their underlying common shares were issued under exemptions from registration under the Securities Act of 1933.