PAPL sets Dec 5, 2025 deadline to file resale registration

Rhea-AI Filing Summary

Pineapple Financial Inc. (PAPL) filed an 8-K disclosing amendments to prior financing agreements. The company and a majority of investors signed a Third Amendment to the Securities Purchase Agreement and a First Amendment to the Registration Rights Agreement. These amendments require the company to file a registration statement with the SEC by December 5, 2025 and to seek its effectiveness as soon as possible and not later than the Escrow Deadline.

The original private placement, entered on September 2, 2025 and amended September 4, 2025, involved subscription receipts priced at $3.80 for certain purchasers and $4.16 for others. The updated commitments center on timing for the resale registration rather than changing economic terms.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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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): November 7, 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.

Third Amendment to Securities Purchase Agreement

As previously disclosed, on September 2, 2025, Pineapple Financial Inc. (the “Company”) entered into a securities purchase agreement, as amended on September 4, 2025 (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 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.

On November 7, 2025, the Company and the Purchasers of at least 50.1% in interest of the Subscription Receipts, entered into a third amendment to the Securities Purchase Agreement (the “Third SPA Amendment”). Pursuant to the Third SPA Amendment, the parties agreed that (i) the Company shall prepare, and shall file with the Securities and Exchange Commission (the “Commission”) no later than December 5, 2025, the Registration Statement (as defined in the Securities Purchase Agreement), and (ii) cause the Registration Statement to be declared effective by the Commission as soon as possible and not later than the Escrow Deadline (as defined in the Purchase Agreement, as amended from time to time).

First Amendment to the Registration Rights Agreement

As previously disclosed, on September 2, 2025, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement covering the resale of all Registrable Securities (as defined in the Registration Rights Agreement).

On November 7, 2025, the Company and the holders of a majority of the then outstanding Registrable Securities, entered into a first amendment to the Registration Rights Agreement (the “First RRA Amendment”). Pursuant to the First RRA Amendment, the parties agreed that (i) the Company shall prepare, and shall file with the Commission no later than December 5, 2025, the Registration Statement (as defined in the Securities Purchase Agreement), and (ii) cause the Registration Statement to be declared effective by the Commission as soon as possible and not later than the Escrow Deadline (as defined in the Purchase Agreement, as amended from time to time).

The foregoing summaries of the Third SPA Amendment and First RRA Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text of the agreements, which are attached hereto as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are hereby incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(a) Exhibits

Number		Description
10.1		Third Amendment to Securities Purchase Agreement, dated as of November 7, 2025
10.2		First Amendment to Registration Rights Agreement, dated as of November 7, 2025
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: November 12, 2025

PINEAPPLE FINANCIAL INC.
By:	/s/ Shubha Dasgupta
	Shubha Dasgupta
	Chief Executive Officer

FAQ

What did Pineapple Financial (PAPL) announce in this 8-K?

The company amended its Securities Purchase Agreement and Registration Rights Agreement to require filing a registration statement by December 5, 2025 and to seek effectiveness by the Escrow Deadline.

What is the deadline to file the registration statement?

The company agreed to file the registration statement with the SEC no later than December 5, 2025.

Does the amendment change the original pricing of the financing?

The filing references prior pricing of $3.80 and $4.16 per subscription receipt; the amendments focus on registration timing, not pricing changes.

What is required regarding the effectiveness of the registration statement?

The company must cause the registration statement to be declared effective as soon as possible and not later than the Escrow Deadline.

Which agreements were amended?

The Third Amendment to the Securities Purchase Agreement and the First Amendment to the Registration Rights Agreement.

Who agreed to the amendments?

Purchasers holding at least 50.1% in interest of the subscription receipts approved the SPA amendment, and holders of a majority of outstanding registrable securities approved the RRA amendment.