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UNITED
STATES
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 30, 2025
PINEAPPLE
FINANCIAL INC.
(Exact
name of registrant as specified in charter)
| Canada |
|
001-41738 |
|
Not
applicable 00-0000000 |
| (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.
ISDA
Master Agreement and Credit 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, and $4.16 per Subscription Receipt, with respect to certain purchasers. 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 “INJ Treasury Strategy”).
The Private Placement closed on September 4, 2025. As previously disclosed, a portion of the cash proceeds from the Private Placement
will be used in furtherance of the Company’s INJ Treasury Strategy. These proceeds will be released from escrow upon the satisfaction
of certain escrow release conditions as set forth in the Private
Placement transaction documents.
In
connection with the Company’s planned INJ Treasury Strategy , on September 30, 2025, the Company entered into an International
Swaps and Derivatives Association 2002 ISDA Master Agreement (the “ISDA Master Agreement”) with FalconX Bravo,
Inc. (“FalconX”) facilitating the Company to enter into derivative and/or hedging transactions (the “Transaction”)
to manage the risk associated with its INJ Treasury Strategy. The
derivative and hedging transactions will be governed by the ISDA Master Agreement, including the related Schedule to the ISDA Master
Agreement (“Schedule”).. The structure of the Transactions may include swaps, caps, floors, collars, locks,
forwards and options.
Certain
events of default will apply to the Transactions under the ISDA Master Agreement and Schedule, including, but not limited to, failure
to pay or deliver, breach of the agreement, credit support default, cross-defaults and misrepresentation.
Also
in connection with the ISDA Master Agreement, on September 30, 2025, the Company entered into a Credit Support Annex to the ISDA Master
Agreement (the “Credit Support Annex”), which sets forth the terms and conditions upon which the Company will
be required to deliver additional collateral to FalconX (and FalconX will be required to return collateral to the Company) depending
upon the mark to market exposure under the ISDA Master Agreement and the value of the collateral.
The
foregoing descriptions of the ISDA Master Agreement, Schedule, and
Credit Support Annex are qualified in their entirety by reference to the complete text of those agreements, which are filed as Exhibits
10.1 through 10.3 to this Current Report on Form 8-K and incorporated by reference herein.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth above in Item 1.01 is incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits
(a)
Exhibits
| Number |
|
Description |
| 10.1 |
|
International Swaps and Derivatives Association 2002 ISDA Master Agreement, dated as of September 30, 2025, by and between FalconX Bravo, Inc. and Pineapple Financial Inc. |
| 10.2 |
|
International Swaps and Derivatives Association Schedule to the 2002 ISDA Master Agreement, dated as of September 30, 2025, by and between FalconX Bravo, Inc. and Pineapple Financial Inc. |
| 10.3 |
|
Credit Support Annex to the Schedule to the ISDA 2002 Master Agreement, dated as of September 30, 2025, by and between FalconX Bravo, Inc. and Pineapple Financial Inc. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
October 6, 2025
| PINEAPPLE
FINANCIAL INC. |
|
| |
|
| By: |
/s/
Shubha Dasgupta |
|
| |
Shubha
Dasgupta |
|
| |
Chief
Executive Officer |
|
