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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 |
|
