LEEF BRANDS INC

Item Entry 1.01 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 Unregistered 3.02 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 Other 8.01 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.