{"url_path":"/sec/leeef/8-k/2026-06-02/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1711141/0001493152-26-026860-index.html","accession_number":"0001493152-26-026860","cik":"0001711141","ticker":"LEEEF","issuer_name":"Leef Brands Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1711141/0001493152-26-026860-index.html","primary_entity_key":"0001711141","primary_entity_name":"Leef Brands Inc."},"word_count":306,"has_tables":true,"body_markdown":"** **\n\n \n\n** **\n\n \n\n \n\n** **\n\n**Item\n3.02 Unregistered Sales of Equity Securities.**\n\n \n\nOn\nMay 18, 2026, Leef Brands, Inc., a British Columbia corporation (the “Company”), completed its previously announced financing,\npursuant to which the Company raised aggregate gross proceeds of approximately US$9.3 million. In connection with the closings pursuant\nto the financing, the Company issued an aggregate of 33,146,842 Common Share Units (each, a “Unit”) at a price of CN$0.25\nper Unit. Each Unit consisted of one Common Share of the Company, no par value, and one common share purchase warrant. Each warrant entitles\nthe 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\nfrom the date of issuance. In addition, the Company issued 11,084,132 Preferred Shares. The Preferred Shares carry a 15% annual dividend,\nconsisting of 10% payable in cash and 5% payable in kind, and are convertible into Common Shares of the Company at a conversion price\nof CN$0.38 per share.\n\n \n\nThe\nfinancing was led by Mindset Capital and included participation from existing shareholders and new strategic investors. Micah Anderson,\nthe Company’s Chief Executive Officer, and Kevin Wilson, the Company’s Chief Financial Officer, also participated in the\nfinancing.\n\n \n\nThe\nUnits, the Common Shares, the Preferred Shares, the Warrants and the Common Shares issuable upon exercise of the Warrants and conversion\nof the Preferred Shares are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and\nare being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.\n\n \n\nThe\nforegoing descriptions of the financing is qualified in its entirety by reference to the full text of the Common Share Subscription Agreement,\nPreferred Share Subscription Agreement and Warrant, a copies of which are filed as Exhibit 1.1, 1.2 and 1.3, respectively, hereto and\nare incorporated herein by reference."}