true
FY
0001938109
0001938109
2024-09-01
2025-08-31
0001938109
2025-08-31
0001938109
2025-12-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
iso4217:CAD
utr:sqft
PAPL:Segment
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended August 31, 2025
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ______ to ______
Commission
file number 001-41738
PINEAPPLE
FINANCIAL INC.
(Exact
Name of Registrant as Specified in Its Charter)
| Canada |
|
Not
applicable 00-0000000 |
(State
or other jurisdiction
of
incorporation) |
|
(I.
R. S. Employer
Identification
No.) |
Unit 200, 111 Gordon Baker Road
North York, Ontario M2H 3R1
(Address of principal executive offices, including ZIP code)
(416) 669-2046
(Registrant’s telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of exchange on which registered |
| Common
Shares, no par value |
|
PAPL |
|
NYSE
American |
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
Emerging
growth company |
☒ |
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.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
As
of August 31, 2025 (the last business day of the registrant’s most recently completed year end), the aggregate market value of
the registrant’s common shares held by non-affiliates of the registrant was approximately $5.391 million, based on the closing
price on that date as reported on the NYSE American LLC.
Number
of shares of common shares outstanding as of December 12, 2025, was 1,345,941.
Documents
Incorporated by Reference: None.
EXPLANATORY
NOTE
On
December 03, 2025, Pineapple Financial Inc. (the “Company”) filed with the Securities and Exchange Commission its
Annual Report on Form 10-K for the year ended August 31, 2025 (the “Original Form 10-K”).
This
Amendment No. 1 to Form 10-K (“Amendment”) of the Company is being filed solely to amend and restate item 9A Controls
and Procedures of the Original Form 10-K in its entirety. Upon further evaluation, and in light of the Company’s untimely filing
of the Form 10-K and the identification of material weaknesses in internal control over financial reporting, management has reconsidered
its original regarding the effectiveness of its disclosure controls and procedures, and determined that the Company’s disclosure
controls and procedures were not effective as of August 31, 2025.
This
Amendment should be read in conjunction with the Original Form 10-K and includes only the portions of the Company’s Annual Report
on Form 10-K being supplemented or amended by this Form 10-K/A. Other than as described in this explanatory note, this Amendment does
not change any of the financial or other information set forth in the Original Form 10-K or the exhibits thereto. This Amendment does
not reflect events that may have occurred subsequent to the filing of the Original Form 10-K.
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
As
of August 31, 2025, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management
conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).
Based on this evaluation, management concluded
that these disclosure controls and procedures were not effective as of that date in ensuring that information required to be disclosed
in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified
in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure primarily as a result of the late filing of our Annual Report on Form 10-K for the fiscal year ended August 31,
2025 and the existence of a material weakness in our Internal Control Over Financial Reporting. The Company’s management is seeking
to remedy the ineffectiveness of our disclosure controls and procedures.
Management’s
Report on Internal Control over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal control framework is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.
While
the Company, as an emerging growth company, is not currently required to maintain or formally attest to an effective system of internal
control under Section 404(b) of the Sarbanes-Oxley Act, management recognizes the importance of strong controls and has taken proactive
steps to enhance its control environment. These measures include:
| |
● |
Employing
qualified accounting and financial reporting personnel with clear segregation of duties. |
| |
● |
Conducting
regular reconciliations and reviews to ensure accurate classification and reporting of transactions. |
| |
● |
Implementing
dual-authorization procedures for significant accounting entries and payments. |
| |
● |
Maintaining
a comprehensive fixed-asset register and supporting documentation for material balances. |
| |
● |
Establishing
documentation for key estimates, judgments, and accounting policies. |
| |
● |
Enhancing
oversight and review of financial information by senior management and the Audit Committee. |
As
of August 31, 2025, management evaluated the effectiveness of the Company’s internal control over financial reporting and concluded
that a material weakness existed related to segregation of duties within the finance function due to the limited number of personnel
involved in financial reporting.
Notwithstanding
this material weakness, management believes the consolidated financial statements included in this Annual Report fairly present, in all
material respects, the Company’s financial position, results of operations and cash flows in conformity with GAAP.
The
Company is taking steps to enhance its internal control environment and expects to strengthen segregation of duties as additional resources
become available.
Specific
Remediation Plan
We
have developed the following specific, actionable remediation plan to address the segregation of duties issue and mitigate the associated
risk:
| Remedial
Measure |
|
Description
& Implementation Detail |
|
Target
Control |
| 1.
Independent Review & Approval (Compensating Control) |
|
We
are implementing mandatory, documented independent review and sign-off on all critical financial processes. This involves having
[CEO/CFO/Independent Audit Committee Member] review and approve all non-routine journal entries, significant account reconciliations,
and complex estimates. |
|
Enhanced
Oversight |
| 2.
Formal Control Checklist |
|
A
comprehensive, written quarter-end close checklist has been established. This checklist explicitly defines the preparer, the required
compensating control (independent reviewer), and requires dated signatures to document evidence of the review. |
|
Formalization
of Process |
| 3.
External Expert Augmentation |
|
We
are engaging a qualified employee/consultant to assist with the independent review and verification of high-risk areas, such as complex
accounting entries and quarterly financial statements, thereby providing true segregation of duties through an external party. |
|
Independence
& Separation |
| 4.
System Access Restriction |
|
Access
to our financial system will be formally limited based on function. For example, the individual responsible for cash disbursement
processing will not have permissions to approve disbursements or perform bank reconciliations. |
|
System-Level
Control |
Changes
in Internal Control over Financial Reporting
During
the fiscal year ended August 31, 2025, the Company implemented several improvements to strengthen its control environment. These included
(i) independent review and approval processes for journal entries and account reconciliations, (ii) enhancements to segregation of duties
through staffing changes and workflow automation, and (iii) updated documentation of accounting policies and procedures. There were no
changes during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.
Attestation
Report of Independent Registered Public Accounting Firm
This
Annual Report does not include an attestation report of our registered independent public accounting firm regarding internal control
over financial reporting, pursuant to the exemption provided to emerging growth companies under Section 103(a)(3)(C) of the Jumpstart
Our Business Startups (JOBS) Act.
Limitations
on Effectiveness of Controls
Management
does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent or detect all errors
or acts of fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance
of achieving its objectives. The design of a control system must reflect the fact that there are resource constraints and that management
must apply judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Because
of the inherent limitations in any system of internal control, misstatements due to error or fraud may occur and not be detected. Furthermore,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Management remains committed
to maintaining a strong control environment and to continuously enhancing its systems and oversight to safeguard the integrity of the
Company’s financial reporting.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in City of North York, Province of Ontario, Canada on December 12, 2025.
| PINEAPPLE
FINANCIAL INC. |
|
| |
|
|
| By: |
/s/
Shubha Dasgupta |
|
| |
Shubha
Dasgupta |
|
| |
Chief
Executive Officer |
|
| |
|
|
| By: |
/s/
Sarfraz Habib |
|
| |
Sarfraz
Habib |
|
| |
Chief
Financial Officer |
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Shubha Dasgupta |
|
Chief
Executive Officer |
|
December
12, 2025 |
| Shubha
Dasgupta |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Sarfraz Habib |
|
Chief
Financial Officer |
|
December
12, 2025 |
| Sarfraz
Habib |
|
(Principal
Accounting and Financial Officer) |
|
|
| |
|
|
|
|
| /s/
Kendall Marin |
|
President;
Chief Operating Officer; and Director |
|
December
12, 2025 |
| Kendall
Marin |
|
|
|
|
| |
|
|
|
|
| /s/
Drew Green |
|
Chairman
of the Board |
|
December
12, 2025 |
| Drew
Green |
|
|
|
|
| |
|
|
|
|
| /s/
Paul Baron |
|
Director |
|
December
12, 2025 |
| Paul
Baron |
|
|
|
|
| |
|
|
|
|
| /s/
Tasis Giannoukakis |
|
Director |
|
December
12, 2025 |
| Tasis
Giannoukakis |
|
|
|
|
