LEEEF 8-K
Leef Brands Inc. (LEEEF)
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
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| British Columbia | ||
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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 2.03 | Creation 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 3.02 | 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 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 1.1
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: [email protected]