Pineapple Financial Inc. 8-K Filing

FAQ

Key Financial Figures

• $3.80 — of the Company at an offering price of $3.80 per Subscription Receipt, with respect
• $4.16 — with respect to certain purchasers, and $4.16 per Subscription Receipt with respect t
• $5,000 — tions, and (iii) annual compensation of $5,000, payable in cash. SIGNATURE Pursuan

Filing Documents

• form8-k.htm (8-K) — 44KB
• 0001493152-25-029412.txt ( ) — 209KB
• papl-20251218.xsd (EX-101.SCH) — 3KB
• papl-20251218_lab.xml (EX-101.LAB) — 33KB
• papl-20251218_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

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): December 18, 2025 PINEAPPLE FINANCIAL INC. (Exact name of registrant as specified in charter) Canada 001-41738 00-0000000 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 mark 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers As previously disclosed, on September 2, 2025, Pineapple Financial Inc. (the "Company") entered into a securities purchase agreement, as amended on September 4, 2025, November 3, 2025, November 7, 2025, December 3, 2025 and December 5, 2025 (as amended, the "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 subscription receipts (the "Subscription Receipts") of the Company at an offering price of $3.80 per Subscription Receipt, with respect to certain purchasers, and $4.16 per Subscription Receipt with respect to certain purchasers. The Subscription Receipts are governed by the terms of that certain subscription receipt agreement, dated September 4, 2025 (the "Subscription Receipt Agreement"). Pursuant to the Purchase Agreement, the Company agreed, among other things, immediately prior to the Escrow Release Date (as defined in the Subscription Receipt Agreement), to appoint to the Board of Directors of the Company, one additional individual nominated by the Injective Foundation with knowledge and expertise in the crypto industry (the "Director Nominee"), and to form the Special Advisory Committee of the Board of Directors of the Company consisting of three directors, including the Director Nominee (the "Advisory Committee"). Appointment of New Director On December 18, 2025, the Board of Directors of the Company unanimously appointed Anthony Georgiades, the Director Nominee, to serve as a director of the Company, effective immediately. Mr. Georgiades will serve as a member of the Board of Directors until his successor is duly elected or appointed and qualified or until his earlier death, resignation, disqualification or removal, subject to applicable law, the Company's constating documents, and applicable NYSE American listing standards. The Board of Directors further approved the appointment of Mr. Georgiades to serve as the Chair of the Advisory Committee, as described below. The Compensation Committee of the Board of Directors will take all action necessary to establish director compensation for Mr. Georgiades within 30 calendar days of his appointment on the Board of Directors. Anthony Georgiades is a General Partner at Innovating Capital, a technology-focused investment firm investing across cybersecurity, enterprise infrastructure, and digital asset ecosystems. Mr. Georgiades serves as a board member, observer, and advisor to multiple portfolio companies, where he works closely with management teams on corporate governance, capital markets strategy, risk oversight, and long-term operational execution across both early- and growth-stage businesses. In his role at Innovating Cap

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