false
0001938109
00-0000000
0001938109
2025-09-02
2025-09-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 2, 2025
PINEAPPLE
FINANCIAL INC.
(Exact
name of registrant as specified in charter)
| Canada |
|
001-41738 |
|
Not
applicable |
| (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.
Securities
Purchase Agreement
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 (the “Private Placement”) offering subscription receipts (the
“Subscription Receipts”) of the Company at an offering price of $3.80 per Subscription Receipt (the “Subscription
Receipt Purchase Price”) to be governed by the terms of a subscription receipt agreement to be entered into in connection with
the closing of the Private Placement (the “Subscription Receipt Agreement”). Each Subscription Receipt is exchangeable
for (i) one common share without par value (the “Common Share”) or (ii) one pre-funded warrant (the “Pre-Funded Warrant”)
to purchase Common Shares (the “Pre-Funded Warrant Shares”). In the Private Placement, the Purchasers will tender either
U.S. dollars or INJ tokens to the Company as consideration for the Subscription Receipts (the aggregate amount to be paid in such
INJ or United States Dollars, the “Subscription Amount”).
Each Pre-Funded Warrant is immediately exercisable for one Common Share at the exercise price of $0.001 per Pre-Funded
Warrant Share, and may be exercised at any time until all of the Pre-Funded Warrants issued in the Private Placement are exercised
in full. Each Purchaser’s ability to exercise its Pre-Funded Warrants in exchange for Common Shares is subject to certain
beneficial ownership limitations set forth therein.
The
issuance of the Common Shares or Pre-Funded Warrants to be delivered to the holders of Subscription Receipts, is subject to approval
of (i) the issuance of the Shares or Pre-Funded Warrants to be delivered to the holders of Subscription Receipts; (ii) the amendment
to the constating documents of the Company to remove the restriction on transfers of the Common Shares contained in the Articles of Continuance
of the Company (the “Shareholder Approval”) and (iii) the effectiveness of a registration statement on Form S-1 (the
“Registration Statement”) with the Commission to permit the resale of the Common Shares, the Pre-funded Warrants, or the
Pre-Funded Shares. Such Common Shares or Pre-Funded Warrants will not be issued until Shareholder Approval is received and the
Registration Statement has been declared effective. Pursuant to the Securities Purchase Agreement, the Company shall, within
30 days following execution of the Securities Purchase Agreement, prepare and file a preliminary proxy statement with the U.S.
Securities and Exchange Commission (the “Commission”) relating to the shareholders’ consideration and vote with respect
to the Shareholder Approval.
Within
five (5) business days of receiving Shareholder Approval, the Company shall file the “Registration
Statement”.
D.
Boral Capital LLC acted as the exclusive placement agent to the Company in connection with the Private Placement (“Placement
Agent”). Meteora Capital, LLC (“Meteora”) acted as consultant to the Company.
The Securities Purchase Agreement provides
for certain escrow release conditions as set forth below (the “Escrow Release Conditions”):
a) the receipt of the Shareholder Approval
by the Company; b) the Registration Statement being declared effective by the Commission within sixty (60) days from the closing
date of the Securities Purchase Agreement, subject to one or more extensions pursuant to the Securities Purchase Agreement (the
“Escrow Deadline”); c) the receipt of required approvals by the applicable stock exchange, third parties, court and regulatory
approvals required by the Company; d) the approval of the Common Shares and Pre-Funded Warrant Shares for listing on NYSE American
and the completion, satisfaction or waiver by NYSE American of all conditions precedent to such listing; e) the Company shall not be
in breach or default of any of its covenants or obligations under the Subscription Receipt Agreement or the agency agreement between
the Company and the Placement Agent; f) from the date of the Securities Purchase Agreement until the earlier of (i) the Escrow
Deadline, or (ii) such date on which all of conditions listed as items (a) through (f) above have been satisfied or waived, trading in
the common shares shall not have been suspended by the Commission or the Company’s principal Trading Market, and trading in securities
generally as reported by Bloomberg L.P. shall not have been suspended or limited, and minimum prices shall not have been established
on securities whose trades are reported by such service or any Trading Market; and g) the Company and the Placement Agent, in compliance
with a certain side letter agreement, shall have delivered a certain escrow release notice to the subscription receipt
agent in accordance with the Securities Purchase Agreement, confirming that items (a) through (g), above, inclusive, have
been satisfied or waived.
Upon satisfaction or waiver of the
Escrow Release Conditions, (i) the aggregate Subscription Amount paid in cash, together with all interest and other income earned thereon,
shall be released to the Company by the Subscription Receipt Agent, and (ii) the subscription receipt agent shall direct the INJ escrow
agent to deem that title to the aggregate Subscription Amount paid in the form of INJ, in addition to any staking rewards or other income
earned thereon, be transferred to the Company.
The Subscription Receipts are
being offered in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities
laws. The issuance of the Common Shares, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares have not been registered under the
Securities Act, and such securities may not be offered or sold in the United States absent registration or an exemption from registration
under the Securities Act and any applicable state securities laws.
The
Company intends to use the net proceeds to launch a dedicated Injective digital asset treasury
strategy and purchase INJ in connection therewith.
Registration
Rights Agreement
In
connection with entering into the Securities Purchase Agreement, on September 2, 2025, the Company and the Purchasers entered
into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file
a registration statement with the Commission, within five (5) business days of receiving Stockholder Approval registering the resale
of the Common Shares and Pre-Funded Warrants issuable upon the exchange of the Subscription Receipts, as well as the Pre-Funded Warrant
Shares, the Meteora Warrants (as defined below) and the Common Shares issuable upon the exercise of the Meteora Warrants (the “Meteora
Warrant Shares”).
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure required by this Item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
Based in part upon the representations of the Purchasers in the Securities Purchase Agreement, the offering and sale of the Common Shares,
the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Meteora Warrants, and the Meteora Warrant Shares, were exempt from registration
under Section 4(a)(2) of the Securities Act of 1933, as amended.
The
Company has also agreed to issue warrants to Meteora Capital, LLC (the “Meteora Warrants”) equal to 4.0% of the total shares
outstanding on a pro forma basis following the Private Placement.
Item 7.01.
Regulation FD Disclosure.
Press
Release on Announcing the Offering
On
September 2, 2025,
the Company issued a press release announcing the signing of the Securities Purchase Agreements, pricing of the Private Placement and
estimated aggregate gross proceeds of approximately $100 million
in cash and INJ tokens, before
deducting Placement Agent fees and other offering expenses, to implement an Injective
treasury strategy. The closing of the offering is expected to occur on or about September 4,
2025, subject to the satisfaction of customary closing conditions.
A copy of the press release is included as Exhibit 99.1 here and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(a)
Exhibits
| Number |
|
Description |
| 99.1 |
|
Press Release, dated September 2, 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:
September 2, 2025
| PINEAPPLE
FINANCIAL INC. |
|
| |
|
| By: |
/s/
Shubha Dasgupta |
|
| |
Shubha
Dasgupta |
|
| |
Chief
Executive Officer |
|
