Pineapple Financial Inc. Files 8-K with Material Agreements

Ticker: PAPL · Form: 8-K · Filed: Sep 10, 2025 · CIK: 1938109

Pineapple Financial Inc. 8-K Filing Summary
FieldDetail
CompanyPineapple Financial Inc. (PAPL)
Form Type8-K
Filed DateSep 10, 2025
Risk Levelmedium
Pages13
Reading Time16 min
Key Dollar Amounts$3.80, $4.16, $100 million, $2,100,000, $750,000
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, regulation-fd

TL;DR

Pineapple Financial Inc. filed an 8-K on Sep 4th, reporting material agreements and equity sales. Details TBD.

AI Summary

Pineapple Financial Inc. filed an 8-K on September 10, 2025, reporting on events that occurred on September 4, 2025. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. Specific details regarding the agreement and the equity sales, including dollar amounts and parties involved, are not provided in this excerpt.

Why It Matters

This 8-K filing signals significant corporate activity for Pineapple Financial Inc., potentially impacting its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

  • Pineapple Financial Inc. (company) — Registrant
  • September 4, 2025 (date) — Earliest event reported
  • September 10, 2025 (date) — Filing date
  • 111 Gordon Baker Road, Suite 200, North York, Ontario M2H 3R1 (address) — Principal executive offices

FAQ

What is the nature of the material definitive agreement entered into by Pineapple Financial Inc. on September 4, 2025?

The provided excerpt does not specify the details of the material definitive agreement.

What were the terms and conditions of the unregistered sales of equity securities by Pineapple Financial Inc.?

The excerpt does not provide specific details regarding the unregistered sales of equity securities.

Who are the parties involved in the material definitive agreement?

The filing excerpt does not name the other parties to the material definitive agreement.

What is the total dollar amount of the unregistered equity securities sold?

The excerpt does not disclose the dollar amount of the unregistered equity securities sold.

What is the purpose of the Regulation FD Disclosure mentioned in the filing?

The excerpt does not provide specific details about the content of the Regulation FD Disclosure.

Filing Stats: 4,024 words · 16 min read · ~13 pages · Grade level 16.4 · Accepted 2025-09-10 17:27:30

Key Financial Figures

  • $3.80 — of the Company at an offering price of $3.80 per Subscription Receipt, with respect
  • $4.16 — pt, with respect to certain purchasers, $4.16 per Subscription Receipt. Purchasers te
  • $100 million — ompany raised proceeds of approximately $100 million in the Private Placement in order to ad
  • $2,100,000 — Release Conditions, (i) an aggregate of $2,100,000 shall be released to the Company by the
  • $750,000 — r a cash fee to D. Boral Capital LLC of $750,000. Voting Agreement Pursuant to the Se
  • $7 — the Common Shares equals or exceeds (i) $7.588, (ii) $11.382, (iii) $15.176, or (i
  • $11 — ares equals or exceeds (i) $7.588, (ii) $11.382, (iii) $15.176, or (iv) $18.970, th
  • $15 — exceeds (i) $7.588, (ii) $11.382, (iii) $15.176, or (iv) $18.970, then in each case
  • $18 — 8, (ii) $11.382, (iii) $15.176, or (iv) $18.970, then in each case 25% of the Secur
  • $250,000,000 — ated to purchase, up to an aggregate of $250,000,000 (the "Commitment Amount") Common Shares
  • $20,000,000 — Purchase Notice was delivered prior to $20,000,000 in Investment Amount and (ii) ninety-se
  • $1,500,000 — mber of Injective Tokens (INJ) equal to $1,500,000 divided by the lowest trade price of th
  • $1,500,000, b — so will result in liquidated damages of $1,500,000, being immediately due and payable to Whit

Filing Documents

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 4, 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. Subscription Receipt Agreement As previously disclosed, 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 offering (the "Private Placement") subscription receipts (the "Subscription Receipts") of the Company at an offering price of $3.80 per Subscription Receipt, with respect to certain purchasers, $4.16 per Subscription Receipt. Purchasers tendered, at the election of each Purchaser, U.S. dollars or INJ tokens to the Company as consideration for the Subscription Receipts (the aggregate amount paid in such INJ and United States Dollars, the "Subscription Amount"). The Company raised proceeds of approximately $100 million in the Private Placement in order to adopt a digital asset treasury strategy under which the principal holding will be INJ, the native digital asset of the Injective blockchain (the "Treasury Strategy"). The Subscription Receipts are governed by the terms of that certain subscription receipt agreement, dated September 4, 2025 (the "Subscription Receipt Agreement"), by and among the Company, Odyssey Transfer and Trust Company (the "Subscription Receipt Agent") and D. Boral Capital LLC, the exclusive placement agent to the Company (the "Placement Agent") entered into in connection with the closing of the Private Placement. Each Subscription Receipt is exchangeable for one common share, no par value of the Company (the "Common Share") upon meeting certain Escrow Release Conditions (as defined below). The issuance of the Common Shares to the holders of Subscription Receipts is subject to the satisfaction or waiver of certain escrow release conditions as set forth below (the "Escrow Release Conditions"): a) the receipt of the Shareholder Approval (as defined below) by the Company; b) the Registration Statement (as defined below) being declared effective by the Commission within sixty (60) days from the closing date of the Securities Purchase Agreement, subject to one or more extensions pursuant to the Securities Purchase Agreement (the "Escrow Deadline"); c) the receipt of required approvals by the applicable stock exchange, third parties, court and regulatory approvals required by the Company; d) the approval of the Common Shares for listing on NYSE American and the completion, satisfaction or waiver by NYSE American of all conditions precedent to such listing; e) the Company shall not be in breach or default of any of its covenants or obligations under the Subscription Receipt Agreement or the agency agreement between the Company and the Placement Agent; f) from the date of the Securities Purchase Agreement until the earlier of (i) the Escrow Deadline, or (ii) such d

View Full Filing

View this 8-K filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.