Leafbuyer Faces Going Concern Doubt Amid Cannabis Market Expansion

TL;DR

**LBUY is a high-risk bet on cannabis tech, with a going concern warning and fierce competition making it a speculative play at best.**

AI Summary

LEAFBUYER TECHNOLOGIES, INC. (LBUY) reported a cash balance of $853,759 as of June 30, 2025, alongside a significant accumulated deficit of $24,884,457, raising substantial doubt about its ability to continue as a going concern. The company, operating in the rapidly evolving cannabis marketing technology sector, launched its "Total Network Solution" in March 2023, allowing real-time posting of dispensary SMS/MMS deals to Leafbuyer.com. In June 2024, LBUY released two new products: an enhanced loyalty program for MSOs and "Instant Action," enabling video messages and social media reels in MMS, creating a new premium revenue stream. Despite these product developments and an aggressive expansion into 26 legal cannabis states, the company faces high business failure risk due to operating in a federally illegal product advertising space and intense competition from larger entities. Strategic outlook includes continued organic growth and potential acquisitions, while focusing on cost control, which has translated into thousands of dollars in monthly savings in 2024 by renegotiating system, credit card, and insurance costs.

Why It Matters

Leafbuyer's precarious financial position, highlighted by a $24.88 million accumulated deficit and a going concern warning, signals significant risk for investors. While the company is innovating with new loyalty programs and video messaging features, its dependence on the volatile and federally illegal cannabis market, coupled with intense competition from better-resourced players, makes its path to profitability uncertain. Employees face potential instability given the company's minimal financial resources, and customers, primarily dispensaries, rely on a platform whose long-term viability is questioned. The broader market watches how smaller tech players navigate the complex regulatory landscape of the cannabis industry, setting a precedent for future entrants.

Risk Assessment

Risk Level: high — The company explicitly states in its 10-K that its financial statements include a footnote disclosure indicating "substantial doubt about our ability to continue as a going concern." This is supported by a minimal cash balance of $853,759 and a significant accumulated deficit of $24,884,457 as of June 30, 2025. Furthermore, LBUY operates in the cannabis industry, which is federally illegal, posing a "high risk of business failure due to the nature of advertising a federally illegal product."

Analyst Insight

Investors should approach LBUY with extreme caution, recognizing the significant going concern risk and the inherent volatility of the cannabis market. Given the minimal financial resources and substantial accumulated deficit, a 'wait and see' approach is prudent, monitoring for sustained profitability and a clear path to financial stability before considering any investment.

Key Numbers

• $853,759 — Cash Balance (As of June 30, 2025, indicating minimal financial resources.)
• $24,884,457 — Accumulated Deficit (As of June 30, 2025, contributing to substantial doubt about going concern.)
• 26 — Legal States (Number of legal cannabis states Leafbuyer works with clients in as of June 2025.)
• 12 — Employees (Full-time and part-time employees as of June 30, 2025.)
• 25.8% — Voting Power (Percentage of voting power held by officers and directors as of June 30, 2025.)

Key Players & Entities

• LEAFBUYER TECHNOLOGIES, INC. (company) — Registrant
• LB Media Group, LLC (company) — Wholly owned subsidiary
• Rossner (person) — Executive officer
• Goerner (person) — Executive officer
• Breen (person) — Executive officer
• SEC (regulator) — Securities and Exchange Commission
• $2,001,422 (dollar_amount) — Aggregate market value of common equity held by non-affiliates as of December 31, 2024
• $0.02 (dollar_amount) — Per share price used for market value calculation
• 100,071,075 (dollar_amount) — Shares of Common Stock outstanding as of September 29, 2025
• $197 billion (dollar_amount) — Estimated global cannabis market size by 2028

FAQ

Risk Factors

• Minimal Financial Resources and Going Concern Doubt [high — financial]: The company has a cash balance of $853,759 as of June 30, 2025, and a significant accumulated deficit of $24,884,457 as of the same date. These factors raise substantial doubt about Leafbuyer Technologies, Inc.'s ability to continue as a going concern, as the financial statements are prepared assuming this continuity. The company may need to seek additional equity or debt financing.
• Dependence on Key Executive Officers [high — operational]: Leafbuyer's operations and strategy are critically dependent on the knowledge, technology development, and business connections of its executive officers, including Rossner, Goerner, and Breen. These individuals are not under contractual obligation to remain employed, and their departure or incapacitation could lead to business failure.
• Advertising Federally Illegal Product [high — regulatory]: Operating in the cannabis industry exposes Leafbuyer to a high risk of business failure due to the nature of advertising a federally illegal product. This creates inherent regulatory challenges and uncertainties for the business model.
• Intense Competition [medium — market]: The company operates in a competitive environment, facing challenges from larger entities within the cannabis marketing technology sector. This competitive landscape can impact market share and revenue growth.

Industry Context

Leafbuyer Technologies operates in the rapidly evolving cannabis marketing technology sector. The industry faces unique challenges due to the federal illegality of cannabis in the United States, impacting advertising and marketing strategies. The competitive landscape includes larger entities, requiring companies like Leafbuyer to innovate and differentiate their offerings.

Regulatory Implications

The core business of Leafbuyer involves advertising for the cannabis industry, a product that is federally illegal. This creates significant regulatory risks and compliance challenges, as advertising practices are subject to scrutiny and potential changes in federal or state laws. The company's operations are inherently tied to the evolving legal status of cannabis.

What Investors Should Do

1. Monitor cash burn and financing activities.
2. Assess the success of new product launches.
3. Evaluate competitive positioning.

Glossary

Accumulated Deficit

The total net losses of a company since its inception that have not been offset by profits. It represents a negative retained earnings balance. (Indicates the company has incurred more expenses than revenues over its history, contributing to concerns about its financial stability and ability to continue as a going concern.)

Going Concern

An assumption that a company will continue to operate for the foreseeable future, typically at least the next 12 months. Financial statements are prepared under this assumption unless there is evidence to the contrary. (The filing explicitly states substantial doubt about the company's ability to continue as a going concern due to its financial condition, highlighting significant financial risks.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, or new risks identified, is not available in the provided text excerpt. The filing focuses on the current period's financial condition and risks, particularly highlighting the going concern issue and dependence on key personnel.

Key Financial Figures

• $0.001 — Exchange Act: Common Stock, par value $0.001 per share Indicate by check mark if t
• $0.02 — fiscal quarter was $ 2,001,422 based on $0.02 per share price. The number of shares
• $853,759 — ial resources. We had a cash balance of $853,759 as of June 30, 2025. We had an accumula
• $24,884,457 — 2025. We had an accumulated deficit of $24,884,457 as of June 30, 2025. We may seek additi

Filing Documents

• lbuy_10k.htm (10-K) — 898KB
• lbuy_ex311.htm (EX-31.1) — 15KB
• lbuy_ex312.htm (EX-31.2) — 16KB
• lbuy_ex321.htm (EX-32.1) — 5KB
• lbuy_ex322.htm (EX-32.2) — 5KB
• 0001477932-25-007131.txt ( ) — 4177KB
• lbuy-20250630.xsd (EX-101.SCH) — 44KB
• lbuy-20250630_lab.xml (EX-101.LAB) — 256KB
• lbuy-20250630_cal.xml (EX-101.CAL) — 39KB
• lbuy-20250630_pre.xml (EX-101.PRE) — 220KB
• lbuy-20250630_def.xml (EX-101.DEF) — 127KB
• lbuy_10k_htm.xml (XML) — 516KB

Business

Business 3 Item 1A.

Risk Factors

Risk Factors 5 Item 1B. Unresolved Staff Comments 11 Item 1C. Cybersecurity 11 Item 2

Properties

Properties 13 Item 3.

Legal Proceedings

Legal Proceedings 13 Item 4. Mine Safety Disclosures 13 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 14 Item 6.

Selected Financial Data

Selected Financial Data 16 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 16 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 22 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 22 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 23 Item 9A.

Controls and Procedures

Controls and Procedures 23 Item 9B. Other Information 24 PART III Item 10. Directors, Executive Officers and Corporate Governance 25 Item 11.

Executive Compensation

Executive Compensation 28 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 29 Item 13. Certain Relationships and Related Transactions, and Director Independence 30 Item 14. Principal Accountant Fees and Services 31 PART IV Item 15. Exhibits, Financial Statement Schedules 32 2 Table of Contents PART I

Forward Looking Statements

Forward Looking Statements This annual report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to actual results. As used in this annual report, the terms "we", "us" and "our" mean Leafbuyer Technologies, Inc., unless otherwise indicated. Business Overview Leafbuyer.com Platform Our wholly owned subsidiary, LB Media Group, LLC has evolved and grown as a listing website to a comprehensive marketing technology platform that focuses on new customer acquisition and retention tools that include texting and loyalty and application software technology. With the increased popularity of Leafbuyer texting/loyalty program, clients can communicate through SMS, MMS as well as push notifications within a custom branded application. The platform gives dispensary owners the ability to target market their customer base by spending limits, brands, frequency, and product types. The Leafbuyer platform alerts consumers of specials as well as online ordering features that help create a more diverse product offering for our clients. Through our total network program, text messages that are sent are conver

RISK FACTORS

ITEM 1A. RISK FACTORS Risks Related to the Business We have minimal financial resources. Our company financial statements include a footnote disclosure stating that there is substantial doubt about our ability to continue as a going concern. Leafbuyer Technologies, Inc. operates in a highly regulated industry, is an early-stage company and has minimal financial resources. We had a cash balance of $853,759 as of June 30, 2025. We had an accumulated deficit of $24,884,457 as of June 30, 2025. We may seek additional financing. The financing sought may be in the form of equity or debt financing from various sources yet unidentified. We cannot assure you that we will generate sufficient revenue or obtain the necessary financing to continue as a going concern. The accompanying financial statements have been prepared assuming that we will continue as a going concern. As discussed in Note 1 of the financial statements, we have suffered recurring losses from operations and have a significant accumulated deficit. These factors raise substantial doubt about our ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Leafbuyer is and will continue to be completely dependent on the services of our president, chief executive officer and chief financial officer, the loss of whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy. Leafbuyer's operations and business strategy are completely dependent upon the knowledge, Technology Development and business connections of Rossner, Goerner and Breen our executive officers. They are under no contractual obligation to remain employed by Leafbuyer. If they choose to leave us for any reason or become ill and unable to work for an extended period of tim

View Full Filing

View this 10-K filing on SEC EDGAR