8-K: Leafbuyer Technologies to Merge with RagingBull.com

Leafbuyer Technologies Inc. announces a transformative merger and reorganization with RagingBull.com, LLC, involving a reverse stock split, asset spinoff, and management changeover.

Summary

• Leafbuyer Technologies Inc. (LBUY) has entered into an Agreement and Plan of Merger and Reorganization with LB Acquisition Corp. (a Leafbuyer subsidiary), RagingBull.com, LLC, and RagingBull's equityholders.
• The reorganization includes LB Acquisition Corp. merging into RagingBull.com, LLC, with RagingBull as the surviving entity.
• Holders of Leafbuyer's Series A Super Voting Preferred Stock will sell their 324,325 shares to a RagingBull Holder (Jeff Bishop) for an aggregate price of $1,000.
• All outstanding promissory notes from Leafbuyer to Jeff Bishop, including accrued interest, will be exchanged for a new promissory note convertible into Leafbuyer Common Stock.
• Leafbuyer will sell LB Media Group LLC, which comprises substantially all of its operating assets, to current management or a new entity (LB Newco) formed by current management, with LB Newco assuming approximately $510,000 of SBA Debt.
• Proceeds from the Spinoff, totaling $750,000, will be used to pay down debt principal owed to certain Senior Lenders (Marshall Lenders).
• Any remaining accrued and unpaid interest on the Marshall Lenders Notes, plus any amount by which the $750,000 payoff exceeds the asset sale proceeds, will be converted into a new convertible promissory note with the Marshall Lenders.
• Leafbuyer Technologies Inc. will change its name to RagingBull.com, Inc.
• A reverse stock split of Leafbuyer Common Stock will occur on a 1-for-156 basis.
• Immediately following the reverse split, 15,000,000 shares of Common Stock will be issued to the RagingBull Holders, making them the majority shareholders.
• RagingBull's board of managers and officers will become the Board and officers of the Company.
• The Company will file an Information Statement on Schedule 14C with the SEC to disclose shareholder approval of the Reorganization.

Sentiment

Score: 2

Explanation: The sentiment is highly negative for existing Leafbuyer shareholders due to extreme dilution, divestiture of core assets, and a complete change in business and management, effectively making the company a vehicle for RagingBull's public listing. While it benefits RagingBull, it represents a significant loss for current LBUY investors.

Positives

• The transaction facilitates RagingBull.com, LLC's entry into the public market, potentially bringing new business and growth opportunities to the combined entity.
• The reorganization includes a comprehensive debt restructuring plan, involving a debt exchange with a key investor and a significant paydown of senior debt using asset sale proceeds.
• The spinoff of LB Media Group LLC allows Leafbuyer to shed its operating assets and associated SBA debt, streamlining its financial structure for the new business focus.

Negatives

• Existing Leafbuyer shareholders will experience substantial dilution due to a 1-for-156 reverse stock split followed by the issuance of 15,000,000 new shares to RagingBull Holders, who will become the majority shareholders.
• The sale of Series A Super Voting Preferred Stock for a nominal $1,000 in aggregate indicates a complete transfer of control and minimal value for these shares to existing holders.
• Leafbuyer is divesting 'substantially all of the operating assets of the Company's business' (LB Media Group LLC), effectively abandoning its prior business focus.
• The company's identity will completely change from Leafbuyer Technologies Inc. to RagingBull.com, Inc., representing a fundamental shift for existing shareholders.

Risks

• The transaction is subject to regulatory approval from the SEC, FINRA, and compliance with applicable state securities laws, with potential for disapproval or material impediment.
• Failure to obtain necessary third-party consents from lenders, creditors, vendors, and lessors could prevent the closing of the transaction.
• Potential for litigation or proceedings challenging the consummation of the merger and reorganization.
• The occurrence of any material adverse change in the financial condition, business, or operations of either Leafbuyer or RagingBull prior to the closing date could terminate the agreement.
• RagingBull.com, LLC has a history of an FTC Settlement Agreement from 2022 related to 2021 claims concerning unfair trade practices, which, while stated not to prevent public trading, represents a historical regulatory issue.

Future Outlook

The company's future outlook involves a complete transformation, pivoting from its previous business to that of RagingBull.com, Inc. RagingBull Holders will become the majority shareholders, indicating a new strategic direction focused on RagingBull's operations. The company will operate under a new name, RagingBull.com, Inc., and will be led by RagingBull's existing management team.

Management Comments

• The Board of Directors of each of the Company and Acquisition and the managers of RagingBull have determined that it is fair to, and in the best interests of, their respective companies and shareholders for Acquisition to be merged with and into RagingBull.
• The Merger and the Reorganization are intended to qualify to the extent possible as a tax-free reorganization within the meaning of Section 368(b) and/or Section 351 of the Internal Revenue Code of 1986, as amended, as determined in good faith by the Company and RagingBull.

Industry Context

This transaction represents a reverse merger, a common strategy for private companies like RagingBull.com, LLC to become publicly traded by merging with an existing public entity (Leafbuyer Technologies Inc.). It signifies a complete pivot for Leafbuyer, moving away from its implied cannabis industry focus (given its name) to the financial education/trading sector associated with RagingBull.com. This shift aligns with a broader trend of companies seeking alternative routes to public markets and existing public entities undergoing significant strategic reorientations.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results to assess the transaction against global industry benchmarks. The focus is on the internal restructuring and acquisition process.

Management Changes

Corporate Governance

Legal Proceedings

• RagingBull.com, LLC was subject to a 2022 settlement agreement with the U.S. Federal Trade Commission (FTC) in connection with claims concerning unfair trade practices brought against RagingBull in 2021. The filing states this settlement does not prevent RagingBull from having its shares publicly traded.

Related Party Transactions

• Sale of Series A Super Voting Preferred Stock to Jeff Bishop, a RagingBull Holder (the Investor), for $1,000 in aggregate.
• Entry into a Note Consolidation and Extension Agreement with Jeff Bishop, exchanging outstanding promissory notes for a new convertible promissory note.
• Sale of LB Media Group LLC (a wholly-owned subsidiary) to current management of the Company or a new entity (LB Newco) formed and controlled by current management.
• Payment of $750,000 to Marshall Lenders (Adam Marshall, Allan Marshall, and MFA Holdings Corp.) and entry into a new convertible promissory note with them for remaining debt interest and any shortfall from the asset sale.

Stakeholder Impact

• **Existing Leafbuyer Shareholders**: Will experience significant dilution and a fundamental change in the company's business and management, likely resulting in a substantial loss of value and control.
• **RagingBull Holders**: Will become the majority shareholders of a publicly traded company, gaining access to public markets and potentially increased liquidity for their investment.
• **Leafbuyer Management (current)**: Will acquire LB Media Group LLC, taking over the former operating business and assuming associated SBA debt.
• **RagingBull Management**: Will assume leadership roles in the newly combined public company, guiding its future strategic direction.
• **Lenders (Jeff Bishop, Marshall Lenders)**: Will have existing debt restructured, with some principal paid down and remaining amounts converted into new convertible promissory notes, altering their investment exposure.
• **Employees of LB Media Group LLC**: The business will continue under new ownership by current management, potentially ensuring continuity of employment and operations.

Next Steps

• File an Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission (SEC).
• Mail a Notice of Internet Availability of the Information Statement to shareholders of record as of November 10, 2025.
• Allow for all applicable comment, review, and notice periods required by the SEC, FINRA, and applicable law.
• Consummate the Merger and Reorganization, including the Series A Stock Sale, Debt Exchange, Spinoff, Lender Paydown, Name Change, Reverse Split, Common Stock Issuance, and Management Changeover.
• RagingBull.com, LLC will prepare and deliver audited financial statements for the fiscal years ended December 31, 2024 and 2023, and unaudited financial statements for the fiscal quarter closing within sixty (60) days of the Closing Date.

Key Dates

Recommendation

For existing Leafbuyer shareholders, this transaction is highly detrimental. It involves a 1-for-156 reverse stock split, followed by the issuance of 15,000,000 new shares to RagingBull holders, who will become the majority. The company is divesting 'substantially all of its operating assets' for debt paydown, and the super-voting preferred shares are being sold for a nominal $1,000. This represents a near-complete loss of value and control for existing public shareholders, effectively turning Leafbuyer into a shell for RagingBull's public listing, with significant dilution and a complete change in business model.

Keywords

Merger, Reorganization, Reverse Merger, Leafbuyer Technologies, RagingBull.com, LBUY, Reverse Stock Split, Asset Spinoff, Debt Exchange, Corporate Governance, SEC Filing, Form 8-K