Pineapple Financial Inc. Files 8-K

TL;DR

Pineapple Financial Inc. dropped an 8-K on Sept 2nd covering new deals and stock sales.

AI Summary

Pineapple Financial Inc. filed an 8-K on September 2, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. The filing also includes financial statements and exhibits. The company's principal executive offices are located at 111 Gordon Baker Road, Suite 200, North York, Ontario.

Why It Matters

This 8-K filing provides updates on material agreements and equity sales, which could impact investor understanding of Pineapple Financial Inc.'s current business dealings and financial structure.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine events and does not appear to contain immediately concerning financial or operational news.

Key Players & Entities

• Pineapple Financial Inc. (company) — Registrant
• September 2, 2025 (date) — Date of earliest event reported
• 111 Gordon Baker Road, Suite 200, North York, Ontario M2H 3R1 (address) — Principal executive offices
• 001-41738 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $3.80 — of the Company at an offering price of $3.80 per Subscription Receipt (the "Subscrip
• $0.001 — e Common Share at the exercise price of $0.001 per Pre-Funded Warrant Share, and may b
• $100 million — gregate gross proceeds of approximately $100 million in cash and INJ tokens, before deductin

Filing Documents

• form8-k.htm (8-K) — 54KB
• ex99-1.htm (EX-99.1) — 21KB
• 0001641172-25-026153.txt ( ) — 247KB
• papl-20250902.xsd (EX-101.SCH) — 3KB
• papl-20250902_lab.xml (EX-101.LAB) — 33KB
• papl-20250902_pre.xml (EX-101.PRE) — 22KB
• 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): September 2, 2025 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. Securities Purchase Agreement On September 2, 2025, Pineapple Financial Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain accredited investors (the "Purchasers") pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement (the "Private Placement") offering subscription receipts (the "Subscription Receipts") of the Company at an offering price of $3.80 per Subscription Receipt (the "Subscription Receipt Purchase Price") to be governed by the terms of a subscription receipt agreement to be entered into in connection with the closing of the Private Placement (the "Subscription Receipt Agreement"). Each Subscription Receipt is exchangeable for (i) one common share without par value (the "Common Share") or (ii) one pre-funded warrant (the "Pre-Funded Warrant") to purchase Common Shares (the "Pre-Funded Warrant Shares"). In the Private Placement, the Purchasers will tender either U.S. dollars or INJ tokens to the Company as consideration for the Subscription Receipts (the aggregate amount to be paid in such INJ or United States Dollars, the "Subscription Amount"). Each Pre-Funded Warrant is immediately exercisable for one Common Share at the exercise price of $0.001 per Pre-Funded Warrant Share, and may be exercised at any time until all of the Pre-Funded Warrants issued in the Private Placement are exercised in full. Each Purchaser's ability to exercise its Pre-Funded Warrants in exchange for Common Shares is subject to certain beneficial ownership limitations set forth therein. The issuance of the Common Shares or Pre-Funded Warrants to be delivered to the holders of Subscription Receipts, is subject to approval of (i) the issuance of the Shares or Pre-Funded Warrants to be delivered to the holders of Subscription Receipts; (ii) the amendment to the constating documents of the Company to remove the restriction on transfers of the Common Shares contained in the Articles of Continuance of the Company (the "Shareholder Approval") and (iii) the effectiveness of a registration statement on Form S-1 (the "Registration Statement") with the Commission to permit the resale of the Common Shares, the Pre-funded Warrants, or the Pre-Funded Shares. Such Common Shares or Pre-Funded Warrants will not be issued until Shareholder Approval is received and the Registration Statement has been declared effective. Pursuant to the Securities Purchase Agreement, the Company shall, within 30 days following execution of the Securities Purchase Agreement, prepare and file a preliminary proxy statement with the U.S. Securities and Exchange Commission (the "Commission") relating to the shareholders' consideration and vote with respect to the Shareholder Approval. Within five (5) business days of receiving Shareholder Approval, the Company shall file the

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