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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): October 31, 2025
PINEAPPLE
FINANCIAL INC.
(Exact
name of registrant as specified in charter)
| Canada |
|
001-41738 |
|
|
| (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.
Second
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 3, 2025, the Company and the Purchasers of at least 50.1% in interest of the Subscription Receipts, entered into a second amendment
to the Securities Purchase Agreement (the “Second SPA Amendment”). Pursuant to the Second SPA Amendment, the parties agreed
to amend and restate the Escrow Deadline (as defined therein) in the Securities Purchase Agreement to ninety (90) days from the Closing
Date, subject to further extension as set forth in the Second SPA Amendment.
The
foregoing summary of the Second SPA Amendment does not purport to be complete and is qualified in its entirety by reference to the complete
text of the agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference
herein.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
October 31, 2025,
at the Special Meeting of Shareholders (the “Meeting”) of the Company, the shareholders voted on the matters described below.
| 1. |
The
Company’s shareholders approved, for purposes of complying with the NYSE American LLC listing rules, of the issuance of 24,642,700
common shares without par value in the capital of the Company issuable in exchange for 24,642,700 Subscription Receipts issued and
sold pursuant to the Securities Purchase Agreement (the “Share Issuance Proposal”).The number of shares that voted for,
against, and withheld from voting for this Share Issuance Proposal is summarized in the table below: |
| Votes
For |
|
Votes
Against |
|
Votes
Abstain |
| |
|
|
|
|
| 213,511 |
|
9,970 |
|
2,148 |
| 2. |
The
Company’s shareholders approved, an amendment to the Company’s Articles of Continuance to remove the restriction on transfers
of common shares without par value in the capital of the Company contained therein (the “Restriction Removal Proposal”).The
number of shares that voted for, against, and withheld from voting for this Restriction Removal Proposal is summarized in the table
below: |
| Votes
For |
|
Votes
Against |
|
Votes
Abstain |
| |
|
|
|
|
| 215,795 |
|
9,468 |
|
366 |
Item
9.01 Financial Statements and Exhibits
(a)
Exhibits
| Number |
|
Description |
| 10.1 |
|
Second
Amendment to Securities Purchase Agreement, dated as of November 3, 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 4, 2025
| PINEAPPLE
FINANCIAL INC. |
|
| |
|
| By: |
/s/
Shubha Dasgupta |
|
| |
Shubha
Dasgupta |
|
| |
Chief
Executive Officer |
|
