[8-K] Pineapple Financial Inc. Reports Material Event

Rhea-AI Filing Summary

Pineapple Financial (NYSE:PAPL) filed an 8-K disclosing results of its 26 Jun 2025 special meeting.

• Reverse Stock Split: Shareholders empowered the Board to implement a 1-for-10 to 1-for-20 consolidation of outstanding common shares. Votes: 4,964,012 for, 506,880 against, 27,757 abstain.
• 20%+ Share Issuance: Approved, for NYSE American compliance, the potential issuance of ≥20% of shares outstanding as of 13 Nov 2024 upon exercise of warrants under the November 2024 securities purchase agreement. Votes: 3,132,095 for, 310,271 against, 30,446 abstain, 2,025,837 broker non-votes.

Both proposals give the Board flexibility to shore up the share price and raise capital but introduce dilution risk and signal ongoing price pressure. No other matters were presented.

Positive

• Authorization for a reverse stock split enhances the company’s ability to meet NYSE American minimum-price listing standards, reducing delisting risk.
• Shareholder approval for ≥20% share issuance via warrant exercise could provide a swift capital infusion, strengthening liquidity without new proxy delays.

Negative

• Potential issuance of ≥20% new shares would materially dilute existing shareholders if warrants are exercised.
• A reverse stock split often signals sustained share-price weakness and can lead to post-split price pressure, creating perception risk.

Insights

Capital Markets Analyst

TL;DR: Reverse split & 20% dilution authority granted; flexibility gained, dilution risk rises.

The approved 1-for-10/20 split allows management to lift the per-share price above NYSE American’s US$1 minimum, preserving exchange listing without immediate cash outlay. Simultaneously, warrant-driven issuance of ≥20% of the float could inject fresh capital if exercised, yet would materially dilute current holders. The wide split range signals uncertainty about where the price will settle; a high ratio (1-20) implies significant weakness. Absent guidance on timing, the proposals mainly expand optionality rather than change near-term cash flows. Impact is mixed: listing risk is mitigated, but equity overhang intensifies.

Corporate Governance Expert

TL;DR: Shareholders ceded broad discretion; governance risk modest, dilution risk elevated.

The Board now holds unilateral authority to implement or abandon the split and to issue substantial new shares under existing warrants without further votes, reflecting strong shareholder support (≈90% ‘for’ on both proposals excluding non-votes). Such blank-check authority streamlines capital actions but reduces minority oversight, a concern if exercised aggressively. Broker non-votes (2.0 M) indicate limited retail engagement. Overall governance standards remain compliant; however, investors should monitor Board timing and the impact on float and control.

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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): June 26, 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 26, 2025, at the Special Meeting of Stockholders (the “Meeting”) of PINEAPPLE FINANCIAL INC. (the “Company”) stockholders voted on the matters described below.

1. The Company’s stockholders approved, at the discretion of the Board of Directors (the “Board of Directors”), to effect a reverse stock split (i.e. consolidation) with respect to the Company’s issued and outstanding common shares, no par value (“Common Shares”), at a ratio of between 1-for-10 to 1-for-20 (the “Range” ), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement, subject to the authority of the Board of Directors to abandon the reverse stock split (the “Reverse Stock Split Proposal”). The number of shares that voted for, against, and withheld from voting for this Reverse Stock Split Proposal is summarized in the table below:

Votes For				Votes Against				Votes Abstain
	4,964,012				506,880				27,757

2. The Company’s stockholders approved, for purposes of complying with the NYSE American LLC listing rules, of the issuance of 20% or more of the Company’s issued and outstanding Common Shares as of November 13, 2024, pursuant to a securities purchase agreement (the “Purchase Agreement”) with the purchasers named therein, dated November 13, 2024, upon the exercise of warrants issuable pursuant to the 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				Broker Non-Votes
	3,132,095				310,271				30,446				2,025,837

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 27, 2025

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

FAQ

Why did PAPL seek approval for a reverse stock split on 26 June 2025?

To give the Board discretion to raise the per-share price—between 1-for-10 and 1-for-20—to comply with NYSE American listing requirements.

What ratio was authorized for PAPL's reverse stock split?

Shareholders approved a range of 1-for-10 to 1-for-20, with the exact ratio to be selected and announced by the Board.

How many votes supported PAPL's 20%+ share issuance proposal?

3,132,095 votes in favor versus 310,271 against, with 30,446 abstentions and 2,025,837 broker non-votes.

Will the approved share issuance immediately dilute PAPL shareholders?

No. Dilution occurs only if and when warrants under the 13 Nov 2024 agreement are exercised, triggering issuance of new shares.

How could the reverse stock split affect PAPL's NYSE American listing?

If executed, the split should raise the share price above the exchange’s minimum-price threshold, helping maintain the listing.