Pineapple Express (PNXP) notifies SEC of late 10-K after auditor change

Rhea-AI Filing Summary

Pineapple Express Cannabis Company submitted a Form 12b-25 notifying the SEC of a late Annual Report on Form 10-K for the fiscal year ended January 31, 2026. The Company dismissed its prior auditor on April 25, 2026 and engaged a successor on April 30, 2026, and states the new auditor requires additional time under PCAOB AS 2610. The Company says it will file the Form 10-K no later than the fifteenth calendar day following the prescribed due date. The filing also states the Company expects to report a materially larger net loss for fiscal 2026 versus fiscal 2025, principally due to assumed convertible notes from a March 5, 2025 share exchange and higher general and administrative expenses; audited financials are not finalized.

Key Figures

Form filed: Form 12b-25 (NT 10-K) Predecessor auditor dismissal: April 25, 2026 Successor auditor engagement: April 30, 2026 +4 more

7 metrics

Form filed Form 12b-25 (NT 10-K) notification of late Form 10-K for fiscal year ended January 31, 2026

Predecessor auditor dismissal April 25, 2026 dismissal of Aloba Awomolo & Partners

Successor auditor engagement April 30, 2026 engaged Boladale Lawal & Co. to audit fiscal year ended January 31, 2026

Filing commitment 15 calendar days will file the Form 10-K no later than the fifteenth calendar day following the prescribed due date

Fiscal year end January 31, 2026 period covered by the delayed Form 10-K

Anticipated net loss change materially larger net loss expected for fiscal year ended January 31, 2026 vs January 31, 2025 due to convertible notes and higher G&A

Related transaction date March 5, 2025 share exchange that led to assumption of convertible notes payable

Key Terms

Rule 12b-25, PCAOB AS 2610, convertible notes payable, derivative liabilities, +1 more

5 terms

Rule 12b-25 regulatory

"the Company will file the Annual Report on Form 10-K no later than the fifteenth calendar day"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

PCAOB AS 2610 regulatory

"procedures associated with the transition between predecessor and successor auditor in accordance with PCAOB AS 2610"

convertible notes payable financial

"assumption of convertible notes payable in connection with a share exchange completed on March 5, 2025"

A convertible notes payable is a company loan recorded as debt that can later be exchanged for shares of the company instead of being repaid in cash. Investors care because it affects both the company’s obligations and ownership: it temporarily increases debt on the balance sheet but can dilute existing shareholders if converted, much like an IOU that can either be paid back or traded in for a slice of the business.

derivative liabilities financial

"changes in the fair value of the related derivative liabilities during the fiscal year"

Derivative liabilities are obligations a company records when it owes money under financial contracts whose value depends on something else, like interest rates, stock prices, or currencies. Think of them as bets or insurance policies that can create future cash payments; they matter to investors because they can cause sudden changes in a company’s reported debt, profits and cash flow and reveal exposure to market risks that could affect valuation.

Form 8-K regulatory

"The change in independent registered public accounting firm has been reported on a Current Report on Form 8-K"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER

001-41762

CUSIP NUMBER

60251H 102

(Check One):

☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q  ☐ Form 10-D ☐ Form N-SAR  ☐ Form N-CSR

For Period Ended:January 31, 2026 

☐  Transition Report on Form 10-K

☐  Transition Report on Form 20-F

☐  Transition Report on Form 11-K

☐  Transition Report on Form 10-Q

☐  Transition Report on Form N-SAR

For the Transition Period Ended:  ________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

PINEAPPLE EXPRESS CANNABIS COMPANY

Full Name of Registrant

Former Name, If Applicable

300 PEACHTREE STREET NE #1775

Address of Principal Executive Office (Street and Number)

ATLANTA, GA 30808

City, State and Zip Code

PART II - RULES 12B-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box, if appropriate)

☒ (a)The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;    (b)The subject annual report, semi-annual report, transition report on Form 10-K,  Form 20-F,  Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and    (c)The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. 

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be file within the prescribed time period.

On April 25, 2026, Pineapple Express Cannabis Company (the “Company”) dismissed Aloba Awomolo & Partners (“Aloba”), PCAOB Firm ID No. 7275, as the Company’s independent registered public accounting firm. On April 30, 2026, the Company’s Board of Directors engaged Boladale Lawal & Co. (Chartered Accountants), PCAOB Firm ID No. 6993 (“Boladale Lawal”), as the Company’s new independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ended January 31, 2026. The change in independent registered public accounting firm has been reported on a Current Report on Form 8-K filed contemporaneously herewith.

As a direct result of the foregoing change in auditors, Boladale Lawal requires additional time to complete its audit procedures with respect to the Company’s consolidated financial statements as of and for the fiscal year ended January 31, 2026, including procedures associated with the transition between predecessor and successor auditor in accordance with PCAOB AS 2610. The Company has determined that it is unable to complete the preparation, audit, and review of the financial statements and related disclosures required to be included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 within the prescribed period without unreasonable effort or expense.

In accordance with Rule 12b-25(b)(2)(ii), the Company will file the Annual Report on Form 10-K no later than the fifteenth calendar day following the prescribed due date.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contract in regard to this notification. 

FRANK YGLESIAS		(404)		734-3277
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If the answer is no, identify report(s). 

☒ Yes  ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? 

☒ Yes  ☐ No

2

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company anticipates that its results of operations for the fiscal year ended January 31, 2026 will reflect a significant change as compared to the fiscal year ended January 31, 2025. The Company expects to report a materially larger net loss for the fiscal year ended January 31, 2026 than for the fiscal year ended January 31, 2025, principally as a result of (i) the assumption of convertible notes payable in connection with a share exchange completed on March 5, 2025, which generated significant non-cash interest expense, amortization of debt discount, and changes in the fair value of the related derivative liabilities during the fiscal year, and (ii) increased general and administrative expenses incurred in connection with the Company’s transition activities and ongoing public-company reporting obligations. A reasonable quantitative estimate of the change cannot be provided at this time because the Company’s audited consolidated financial statements for the fiscal year ended January 31, 2026 have not been finalized.

PINEAPPLE EXPRESS CANNABIS COMPANY

(Name of Registrant as specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  May 1, 2026

By:  /s/ Frank Yglesias

Name: Frank Yglesias

Title: Chairman, President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

3

FAQ

Why did PNXP file a Form 12b-25 for its 10-K?

Because the company changed auditors and the successor auditor needs more time to complete transition audit procedures. The filing explains the predecessor was dismissed on April 25, 2026 and the successor engaged on April 30, 2026.

When will PNXP file the delayed Form 10-K?

The company states it will file the Annual Report on Form 10-K no later than the fifteenth calendar day following the prescribed due date. That deadline is set under Rule 12b-25(b)(2)(ii) as noted in the notification.

Does the 12b-25 say PNXP expects changes in results of operations?

Yes. PNXP anticipates a materially larger net loss for fiscal year ended January 31, 2026 versus the prior year. The increase is tied to assumed convertible notes and higher general and administrative expenses.

What audit standard governs the auditor transition PNXP referenced?

The company cited PCAOB AS 2610, which covers the auditor's responsibilities for predecessor-successor transition procedures. The successor auditor said additional time is needed to complete those procedures.

Who can be contacted about PNXP's notification?

The contact listed is Frank Yglesias, Chairman, President and CEO, at (404) 734-3277. He is identified as the authorized company contact for the Form 12b-25 notification.