Pineapple Financial Inc. Files 8-K for Material Agreement

TL;DR

Pineapple Financial Inc. signed a big deal, filing an 8-K. Details to follow.

AI Summary

Pineapple Financial Inc. announced on November 13, 2024, that it entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits as part of this Form 8-K filing. Specific details of the agreement and financial information were not provided in the excerpt.

Why It Matters

This filing indicates a significant new development for Pineapple Financial Inc., potentially impacting its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications for the company, but the lack of specific details necessitates a medium risk assessment.

Key Players & Entities

• Pineapple Financial Inc. (company) — Registrant
• November 13, 2024 (date) — Date of earliest event reported
• 111 Gordon Baker Road, Suite 200 (address) — Principal executive offices
• North York, Ontario M2H 3R1 (address) — Principal executive offices
• 001-41738 (company_id) — SEC File Number

FAQ

Key Financial Figures

• $0.60 — are (the "Common Shares") at a price of $0.60 per share, and pre-funded warrants (the
• $0.5999 — o 1,284,000 Common Shares at a price of $0.5999 per share and an exercise price of $0.0
• $0.0001 — 5999 per share and an exercise price of $0.0001 per Common Share. The securities to b
• $1.0 m — ds from the offering were approximately $1.0 million, before deducting placement agent
• $0.01 — with this offering at purchase price of $0.01 per warrant, subject to certain conditi
• $0 — at an exercise price per share equal to $0.66, which is equal to 110% of the offer

Filing Documents

• form8-k.htm (8-K) — 49KB
• ex10-1.htm (EX-10.1) — 232KB
• ex10-2.htm (EX-10.2) — 112KB
• ex10-3.htm (EX-10.3) — 123KB
• ex99-1.htm (EX-99.1) — 2KB
• ex99-1_001.jpg (GRAPHIC) — 1592KB
• ex99-1_002.jpg (GRAPHIC) — 1696KB
• 0001493152-24-046809.txt ( ) — 5320KB
• papl-20241113.xsd (EX-101.SCH) — 3KB
• papl-20241113_lab.xml (EX-101.LAB) — 33KB
• papl-20241113_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 PINEAPPLE FINANCIAL INC. (Exact name of registrant as specified in charter) Canada 001-41738 Not applicable (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Unit 200 , 111 Gordon Baker Road North York , Ontario M2H 3R1 (Address of principal executive offices) (Zip Code) (416) 669-2046 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Shares, no par value PAPL NYSE American Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. On November 13, 2024, Pineapple Financial Inc. (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor, pursuant to which the Company agreed to issue and sell to the investor in a registered direct offering, 382,667 (the "Shares") of the Company's common shares, no par value per share (the "Common Shares") at a price of $0.60 per share, and pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 1,284,000 Common Shares at a price of $0.5999 per share and an exercise price of $0.0001 per Common Share. The securities to be issued in the registered direct offering were offered pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-282629), initially filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), on October 15, 2024, as amended on October 25, 2024, and declared effective on October 29, 2024. The Pre-Funded Warrants are exercisable upon issuance and will remain exercisable until all the Pre-Funded Warrants are exercised in full. The registered direct offering closed on November 14, 2024. The gross proceeds from the offering were approximately $1.0 million, before deducting placement agent fees and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the Placement Agent Warrants (as defined below). In addition, pursuant to the Purchase Agreement, the Company agreed to sell to the investor common share warrants to purchase up to 1,666,667 common shares in connection with this offering at purchase price of $0.01 per warrant, subject to certain conditions. Pursuant to the Purchase Agreement, as soon as practicable (and in any event within 60 calendar days of the date of the Purchase Agreement), the Company agreed to file a registration statement on Form S-1 (the "Warrant Registration Statement") providing for the registration, sale and issuance of the common share purchase warrants. These warrants to be purchased and sold shall be exercisable six months from the issuance at an exercise price of $0.60 per share and will expire 5.5 years from the date of issuance. The purchaser acknowledged and agrees that the Company intends to rely on the provisions of Section 2.1 of OSC Rule 72-503 in connection with the issuance of the these warrants and that it shall be a condition precedent to the issuance of warrants that the Warrant Registration Statement shall have been made effective prior thereto. These common share warrants will only be offered and sold pursuant to an effective registration statement under the Securities Act. Pursuant to the terms of the Purchase Agreement, from the closing, until 60 days thereafter, subject to certain exceptions, the Company may not issue, enter

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View this 8-K filing on SEC EDGAR