DEF 14C: LeafBuyer to Merge with RagingBull, Rebrand, Reverse Split

LeafBuyer Technologies, Inc. announces a definitive merger agreement with RagingBull.com, LLC, involving a business spinoff, name change to RagingBull.com, Inc., and a 1-for-156 reverse stock split.

Summary

• LeafBuyer Technologies, Inc. (LBUY) is merging with RagingBull.com, LLC, a stock trading education and lead generation platform.
• The existing LeafBuyer cannabis marketing business will be spun off to the pre-Merger officers of the Company.
• The Company's name will change to RagingBull.com, Inc.
• A reverse stock split of 1-for-156 shares of Common Stock will occur prior to the merger.
• RagingBull Holders will receive 15,000,000 post-split shares of LeafBuyer Common Stock, making them the majority shareholders.
• Certain Company debt will be paid down, and Marshall Lenders will receive a new convertible promissory note for remaining debt interest.
• The actions were approved by the Board and Series A Convertible Preferred stockholders (representing over 55% of voting power) via written consent on November 10, 2025.
• The actions are expected to become effective on or after December 26, 2025, following a 20-day notice period.
• RagingBull.com, LLC achieved over $100 million in annual revenue at its peak and currently operates at a $5 million annual run rate.
• RagingBull settled an FTC lawsuit in 2022 for $2.4 million related to deceptive trade practices and is subject to ongoing compliance obligations and operational restrictions.

Sentiment

Score: 4

Explanation: The complete business pivot and reverse split introduce significant uncertainty and risk for existing shareholders. While RagingBull has a history of high revenue, its recent FTC settlement and ongoing compliance obligations are a notable concern. The dilution from new share issuance and the speculative nature of uplisting also contribute to a cautious outlook.

Positives

• RagingBull.com, LLC, the acquiring entity, has a history of high revenue, peaking at over $100 million annually.
• RagingBull currently operates at a $5 million annual run rate and has evolved its business model to focus on high-margin lead generation.
• The merger provides RagingBull access to public markets to support its expansion strategy and position for growth.
• The reverse stock split aims to broaden the investor base and increase analyst/broker interest by potentially raising the stock price and meeting National Exchange listing requirements.
• The merger and reorganization are intended to qualify as a tax-free reorganization for federal income tax purposes.

Negatives

• RagingBull.com, LLC was subject to an FTC enforcement action in 2021 for deceptive trade practices, resulting in a $2.4 million settlement and ongoing compliance obligations and operational restrictions.
• The existing LeafBuyer business, which is the current public company's operation, is being spun off to pre-Merger officers, meaning current shareholders will no longer have an interest in the cannabis technology platform.
• The reverse stock split may not result in a sufficient proportionate increase in stock price, potentially failing to meet National Exchange listing requirements.
• The issuance of 15,000,000 post-split shares to RagingBull Holders will result in significant dilution for existing LeafBuyer shareholders.
• The reverse split may decrease the liquidity of the Common Stock due to a reduced number of outstanding shares.
• Current executive officers and directors have interests in the merger that are different from general stockholders, as they will acquire the spun-off LeafBuyer business.

Risks

• The merger may not be completed on anticipated terms and timing, or at all, due to conditions not being satisfied.
• Potential litigation relating to the merger could be instituted against the Company or its directors/officers.
• Disruptions from the merger (e.g., contract terminations upon change of control) could harm the Company's business.
• The Company's ability to retain key personnel may be impacted.
• Diversion of management's time and attention from ordinary business operations.
• Potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger.
• Legislative, regulatory, and economic developments could affect the combined entity.
• Business uncertainty and restrictions during the pendency of the merger may impact the Company's ability to pursue business opportunities.
• The merger may be more expensive to complete than anticipated.
• The ability to obtain necessary financing arrangements for the merger.
• The Company's stock price may decline significantly if the merger is not consummated.
• The reverse stock split may not result in a sufficient proportionate increase in the price of Common Stock, potentially preventing uplisting to a National Exchange.
• The market price of Common Stock following the reverse split and issuance of Merger Shares may not remain at the level required for continued compliance with listing requirements.
• The reverse split may decrease the liquidity of Common Stock.
• The increased market price from the reverse split may not attract new investors or satisfy institutional investing guidelines, thus not improving liquidity.
• The effective increase in authorized but unissued shares post-reverse split could be used by the Board to thwart takeover attempts, potentially discouraging mergers or proxy contests.
• RagingBull is subject to ongoing compliance obligations and operational restrictions under a March 2022 consent decree with the FTC, with potential for reinvestigation and monetary liability for material deviations.

Future Outlook

The Company intends to apply for listing on a National Exchange following the merger, though there is no guarantee. The merger is expected to be completed in the first quarter of 2026. The name change is intended to better reflect the combined entity's long-term strategy and identity.

Management Comments

• The Board believes that effecting the Reverse Split is desirable for a number of reasons, including: Broadening our investor base.
• We believe that by increasing the price of our Common Stock or potentially decreasing its volatility, the Reverse Split may allow a broader range of institutional investors to invest in our Common Stock.
• We believe the Reverse Split would help increase analyst and broker-dealer interest in our Common Stock as many brokerage and investment advisory firms policies can discourage analysts, advisors, and broker-dealers from following or recommending companies with low stock prices.
• The Company believes that changing its name to RagingBull.com, Inc. is more in line with RagingBull's line of business, will facilitate the Merger, and better reflects the Company's long-term strategy and identity.

Industry Context

This transaction represents a significant pivot for LeafBuyer, moving from the cannabis marketing technology platform industry to the financial education and lead generation sector. The cannabis industry faces evolving regulatory landscapes, while financial education, particularly stock trading, has seen increased interest, but also regulatory scrutiny (as evidenced by RagingBull's FTC settlement). The move positions the company in a potentially larger, but also more competitive and regulated, market.

Comparison to Industry Standards

• RagingBull's peak annual revenue of over $100 million and current $5 million annual run rate indicate a significant presence in the financial education and lead generation market.
• The FTC settlement and ongoing compliance obligations highlight the regulatory challenges and scrutiny within the online financial education industry, which has seen increased enforcement against deceptive practices.
• The intent to uplist to a National Exchange suggests a desire to align with larger, more established financial services or tech companies, which typically have higher market capitalization and liquidity.

Management Changes

Corporate Governance

Legal Proceedings

• RagingBull.com, LLC was subject to an FTC enforcement action in 2021 alleging deceptive trade practices.
• RagingBull paid $2.4 million to settle the FTC lawsuit in March 2022 and is subject to ongoing compliance obligations and operational restrictions for the lifetime of the business.
• The FTC Order prohibits making unsubstantiated earnings claims, providing substantial assistance to violators, misrepresenting product performance, and requires express informed consent for charges and simple cancellation mechanisms.
• A litigation case, Tameka Stewart v. Ragingbull.com, LLC, was filed on June 9, 2025.

Related Party Transactions

• The existing LeafBuyer business (LB Media Group LLC) will be spun off and sold to the pre-Merger officers of the Company (CEO Kurt Rossner, COO/CFO Mark Breen, CTO Michael Goerner). LB Media Group LLC will retain a Covid-era SBA EIDL loan of approximately $525,000.
• The Series A Holders will transfer all of their 324,325 Series A Shares to Jeff Bishop (a RagingBull Holder) for $1,000.
• The Company and Jeff Bishop will enter into a Note Consolidation and Amendment Agreement, exchanging Bishop's outstanding promissory notes for a new convertible promissory note.
• Proceeds from the Asset Sale ($750,000) will be paid to Marshall Lenders (Adam Marshall, Allan Marshall, and MFA Holdings Corp. and their affiliates) to retire and cancel the principal amount of their promissory notes.
• A new convertible promissory note will be issued to Marshall Lenders for the Marshall Debt Interest and any excess of the Marshall Payoff Amount over asset sale proceeds.
• RagingBull has a $28,357 note payable to Sherwood Ventures, LLC, its majority owner, which is not currently requiring repayment.
• RagingBull incurred $162,082 in contracted services for editorial work, with $162,082 paid to a family member of one of the partners in 2024.
• RagingBull incurred $2,000 in contracted services for marketing work, with $2,000 paid to another family member of one of the partners in 2024.

Stakeholder Impact

• Shareholders (LeafBuyer): Will experience a complete change in the underlying business from cannabis tech to financial education. They will be subject to a 1-for-156 reverse stock split and significant dilution from the issuance of 15,000,000 new shares to RagingBull holders, who will become the majority shareholders. They have dissenters rights under Nevada law.
• Shareholders (RagingBull Holders): Will become the majority shareholders of the publicly traded company, gaining access to public markets for expansion.
• Employees (LeafBuyer): The existing LeafBuyer business is being spun off, implying a change in employer or structure for those employees, as the business is being sold to current management.
• Management (LeafBuyer): Current CEO, CFO, and CTO will acquire the spun-off LeafBuyer business, indicating a transition out of the public company's management roles for the new RagingBull entity. New management for the combined entity will be appointed.
• Creditors (LeafBuyer): Certain debt will be paid down, and Marshall Lenders will receive new convertible notes. The spun-off entity (LB Media Group LLC) will remain liable for a $525,000 SBA EIDL loan.
• Customers (LeafBuyer): The cannabis marketing platform business will continue under new private ownership (LB Media Group LLC).
• Customers (RagingBull): The financial education platform will continue under the new public company structure, potentially benefiting from public market access for growth.

Next Steps

• The Actions (Merger, Name Change, Reverse Split) will become effective on or after December 26, 2025.
• The Company intends to file a Certificate of Merger with the Secretary of State of Delaware.
• The Company intends to file a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada to effectuate the Name Change and Reverse Split.
• The Company intends to apply for a new ticker symbol and CUSIP number for its Common Stock.
• The Company intends to apply for listing of its Common Stock on a National Exchange following completion of the Merger.
• RagingBull will deliver unaudited financial statements for the fiscal quarter closing within 60 days of the Closing Date.
• The Company and the acquirors of LB Media Group LLC will enter into definitive agreements for the sale of LB Media Group LLC.
• The Company will obtain necessary approval and enter into requisite agreements for the Debt Exchange.
• The Parties will prepare and agree upon the content of Form 8-K to be filed.

Key Dates

Recommendation

This filing details a complex corporate transformation, not a typical operational update. The company is undergoing a reverse merger, completely changing its core business from cannabis technology to financial education and lead generation. While RagingBull.com, LLC has a history of high revenue and a strategic focus on lead generation, it also carries the baggage of a recent FTC settlement for deceptive practices, which imposes ongoing compliance burdens and risks. The 1-for-156 reverse stock split and the issuance of 15 million post-split shares to RagingBull holders will result in substantial dilution for existing LeafBuyer shareholders and a significant change in ownership structure. The stated goal of uplisting to a National Exchange is positive but not guaranteed. Given the complete pivot, the regulatory history of the acquired entity, and the significant structural changes, the investment carries a high degree of uncertainty. A 'hold' recommendation is appropriate for existing shareholders to observe the integration, the new management's execution, and the market's reaction to the new business model and regulatory environment. New investors should approach with extreme caution due to the speculative nature and inherent risks.

Keywords

LeafBuyer Technologies, RagingBull.com, Merger, Reverse Stock Split, Corporate Reorganization, SEC Filing, Financial Education, Lead Generation, Cannabis Industry, Stock Trading, LBUY, DEF 14C, FTC Settlement, Corporate Governance, Shareholder Action, Public Markets, Uplisting