Pineapple Financial shifts auditor, digital asset plan

Pineapple Financial Inc. reported that MNP LLP resigned as its independent registered public accounting firm on June 1, 2026, and the board and audit committee immediately appointed Davidson & Company LLP as the new auditor.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Pineapple Financial Inc. reported that MNP LLP resigned as its independent registered public accounting firm on June 1, 2026, and the board and audit committee immediately appointed Davidson & Company LLP as the new auditor. MNP’s reports on the August 31, 2025 and 2024 financial statements contained an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern, but included no adverse opinions, disclaimers, or qualifications. The company states there were no disagreements or reportable events with MNP, and MNP has provided a confirming letter to the SEC.

The board and audit committee also approved a one-year Management Services and Advisory Agreement with Innovating Capital Management, LLC, which will manage asset, consulting and advisory services, including design and oversight of the company’s digital asset treasury strategy. The agreement renews automatically for additional one-year terms and can be terminated by either party with thirty days’ prior written notice. In parallel, the board adopted a Treasury Reserve Policy effective May 31, 2026, establishing governance, custody, reporting and risk-management frameworks for this digital asset treasury strategy.

Insights

Auditor change coincides with formal launch of a digital asset treasury framework.

Pineapple Financial Inc. reports the resignation of MNP LLP and appointment of Davidson & Company LLP as auditor. The filing notes that prior MNP opinions for the August 31, 2025 and 2024 years included a going concern explanatory paragraph, but no disagreements or reportable events were disclosed.

The company also approved a one-year Management Services and Advisory Agreement with Innovating Capital Management, LLC to provide asset management, consulting and advisory services, including a digital asset treasury strategy. An associated Treasury Reserve Policy effective May 31, 2026 sets governance, custody, reporting and risk-management parameters.

From an investor perspective, the going concern language remains a key risk indicator already present in earlier audit reports, while the new auditor and digital asset-focused advisory relationship introduce changes in oversight and treasury approach whose financial impact will depend on future implementation details disclosed in subsequent filings.

8-K Event Classification

3 items: 4.01, 8.01, 9.01

3 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Auditor resignation date: June 1, 2026 Fiscal year end with going concern paragraph: August 31, 2025 Prior fiscal year with going concern paragraph: August 31, 2024 +3 more

6 metrics

Auditor resignation date June 1, 2026 MNP LLP resigned as independent registered public accounting firm

Fiscal year end with going concern paragraph August 31, 2025 MNP’s audit report included substantial doubt about going concern

Prior fiscal year with going concern paragraph August 31, 2024 MNP’s audit report also contained going concern explanatory language

Initial term of advisory agreement One year Management Services and Advisory Agreement with Innovating Capital Management, LLC

Termination notice period Thirty days Either party may terminate the advisory agreement with prior written notice

Treasury Reserve Policy effective date May 31, 2026 Board-approved policy for digital asset treasury governance and risk management

Key Terms

independent registered public accounting firm, going concern, reportable events, Management Services and Advisory Agreement, +2 more

6 terms

independent registered public accounting firm financial

"MNP LLP resigned as the independent registered public accounting firm of Pineapple Financial Inc."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

going concern financial

"included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

reportable events regulatory

"there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K)"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

Management Services and Advisory Agreement financial

"approved the Management Services and Advisory Agreement (“Agreement”), between the Company and Innovating Capital Management, LLC"

Treasury Reserve Policy financial

"the Board also approved a Treasury Reserve Policy, effective May 31, 2026"

A treasury reserve policy is a company's written plan for how much cash and other liquid assets it keeps on hand, where those funds are held, and how they can be used. It matters to investors because it shows how prepared a business is to handle unexpected costs, fund operations or investments, and meet debt obligations—similar to a household emergency fund that prevents selling valuables in a crisis and helps preserve financial stability and flexibility.

digital asset treasury strategy financial

"including the design, implementation and oversight of the Company’s digital asset treasury strategy"

A digital asset treasury strategy is a plan for managing a company's or organization's digital assets, such as cryptocurrencies or digital tokens, to support its financial goals. It involves deciding how to acquire, hold, and use these assets efficiently, much like managing cash or investments, to optimize value and minimize risks. For investors, understanding this strategy helps gauge how well an organization controls its digital resources and its overall financial health.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Pineapple Financial Inc. (PAPL) change its independent auditor?

Pineapple Financial’s previous auditor, MNP LLP, resigned effective June 1, 2026, and the board and audit committee appointed Davidson & Company LLP the same day. The company reports no disagreements or reportable events with MNP during the audited periods and interim timeframe.

What going concern language did MNP include for Pineapple Financial (PAPL)?

MNP’s reports on Pineapple Financial’s consolidated financial statements for fiscal years ended August 31, 2025 and 2024 included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern, though the opinions were otherwise unqualified and not adverse.

Did Pineapple Financial (PAPL) report any disagreements with MNP LLP?

The company states there were no disagreements with MNP on accounting principles, financial disclosure, or audit scope for the year ended August 31, 2025 and the interim period through June 1, 2026, and that there were no reportable events under Item 304(a)(1)(v) of Regulation S-K.

What is Pineapple Financial’s new Management Services and Advisory Agreement?

Pineapple Financial approved a one-year Management Services and Advisory Agreement with Innovating Capital Management, LLC. The advisor will provide asset management, consulting and advisory services, including designing and overseeing the company’s digital asset treasury strategy, with automatic one-year renewals and thirty days’ termination notice.

How is Pineapple Financial (PAPL) governing its digital asset treasury strategy?

The board approved a Treasury Reserve Policy effective May 31, 2026. This policy sets governance, approval, execution, custody, reporting and risk-management frameworks for Pineapple Financial’s digital asset treasury strategy, working alongside the new advisory agreement with Innovating Capital Management, LLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 04:05 PM

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): May 31, 2026

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 4.01. Changes in Registrant’s Certifying Accountant.

On June 1, 2026, MNP LLP (“MNP”) resigned as the independent registered public accounting firm of Pineapple Financial Inc. (the “Company”), effective immediately.

MNP’s report on the Company’s consolidated financial statements for each of the fiscal years ended August 31, 2025, and August 31, 2024 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that MNP’s reports on the Company’s consolidated financial statements for each of the fiscal years ended August 31, 2025, and August 31, 2024 included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern.

During the Company’s most recent fiscal year ended August 31, 2025, and the subsequent interim period through June 1, 2026: (i) there were no disagreements between the Company and MNP on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MNP, would have caused it to make reference to the subject matter of the disagreements in connection with its report on the Company’s financial statements; and (ii) there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).

The Company has provided MNP with the disclosures under this Item 4.01(a) and has requested and received from MNP a copy of the letter addressed to the Securities and Exchange Commission stating that MNP agrees with the above statements. A copy of the letter from MNP is attached as Exhibit 16.1 to this Current Report on Form 8-K.

On June 1, 2026, the Company, with the approval of the Board and its Audit Committee, appointed Davidson & Company LLP (“Davidson & Co.”) as the Company’s new independent registered public accounting firm, effective immediately. During the Company’s two most recent fiscal years ended August 31, 2025 and 2024, and the subsequent interim period through June 1, 2026, neither the Company nor anyone acting on behalf of the Company had consulted Davidson & Co. regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did Davidson & Co. provide a written report or oral advice to the Company that Davidson & Co. concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 8.01 Other Events.

On May 31, 2026, the Company’s Board and its Audit Committee approved the Management Services and Advisory Agreement (“Agreement”), between the Company and Innovating Capital Management, LLC (the “Advisor”), pursuant to which the Company appointed the Advisor to provide certain asset management, consulting and advisory services to the Company and its subsidiaries, including the design, implementation and oversight of the Company’s digital asset treasury strategy. The Agreement has an initial term of one year, subject to automatic renewal for successive one-year periods and may be terminated by either party upon thirty days’ prior written notice. In connection with the foregoing, the Board also approved a Treasury Reserve Policy, effective May 31, 2026, establishing the governance, approval, execution, custody, reporting, and risk-management framework for the Company’s digital asset treasury strategy.

Item 9.01 Financial Statements and Exhibits

(a) Exhibits

Number		Description
16.1*		Letter from MNP LLP to the Securities and Exchange Commission, dated June 3, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

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: June 3, 2026

PINEAPPLE FINANCIAL INC.

By:	/s/ Shubha Dasgupta
	Shubha Dasgupta
	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents

Pineapple Financial shifts auditor, digital asset plan

Rhea-AI Filing Summary

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