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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): May 14, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 14, 2025, NYSE American LLC (“NYSE American” or the “Exchange”) publicly announced and provided a notice to Pineapple Financial Inc. (the “Company”) that the NYSE Regulation has suspended trading of, and determined to commence proceedings to delist, the Company’s common shares, no par value per share (the “Common Shares”), from NYSE American. NYSE Regulation has determined that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide (the “Company Guide”) due to the low selling price of the Common Shares.
The Company has a right to a review of the staff’s determination to delist the Company’s Common Shares by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the NYSE American. The Company’s request for such a review must be made by May 21, 2025. The Company intends to request a review of the staff’s determination and appeal this determination, however, there can be no assurance that the appeal will be successful. The NYSE will apply to the Securities and Exchange Commission to delist the Company’s Common Shares pending completion of applicable procedures, including any appeal by the Company of the staff’s determination.
The Company’s Common Shares began trading under the trading symbol “PAPLF” on the OTC Pink Market operated on the OTC Markets system effective with the open of the markets on May 15, 2025. The Company intends to apply to have its Common Shares quoted on the OTCQB on the OTC Markets; however, there can be no assurances that its common stock will be approved, or will continue, to be traded on such market.
Item 8.01 Other Events.
On May 19, 2025, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current expectations and involve certain risks and uncertainties, including the trading in the Company’s Securities on the NYSE American and the Company’s ability to appeal the delisting of the Securities by NYSE American. Additional information and key risks applicable to these statements are described in the Company’s reports on Forms 8-K, 10-Q and 10-K and other filings the Company makes with the SEC. All of the forward-looking statements in this Current Report on Form 8-K are qualified by these cautionary statements, and actual results or developments may differ materially from those in these forward-looking statements. The Company assumes no obligation to publicly update or revise any forward-looking statements.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 19, 2025 | |
| 104 | Cover Page Interactive Data File (embedded with 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: May 19, 2025
| PINEAPPLE FINANCIAL INC. | ||
| By: | /s/ Shubha Dasgupta | |
| Shubha Dasgupta | ||
| Chief Executive Officer | ||
Exhibit 99.1
Pineapple Financial Inc. Responds to NYSE
Commencement of Proceedings to Delist
May 19, 2025 4:00 PM EDT | Source: Pineapple Financial Inc.
Toronto, Ontario--(Newsfile Corp. - May 19, 2025) - Pineapple Financial (OTC Pink: PAPLF) announced today that it is working on certain curative actions to regain compliance to maintain its listing and appeal the NYSE’s determination to delist its common shares to the Listings Qualifications Panel of the Exchange. The Company’s common shares will be suspended from trading on the NYSE American during this time. The NYSE Regulation commenced delisting proceedings in connection with its determination and announced on May 14, 2025, that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the bid price falling under $.10.
Our stock price was impacted due to the spread of false and malicious information. This misinformation caused an immediate and significant impact on the stock price, which prompted the NYSE to halt trading.
We want to make it abundantly clear that this incident does not reflect the true state of Pineapple Financial, nor does it affect our operations in any way. Our business remains strong, and we continue to make significant strides towards our goals of profitability and technological innovation. The management team and Board of Directors are fully committed to resolving this matter swiftly and are working closely with the NYSE and regulators to ensure trading is resumed as soon as possible. A reverse stock split, ratified by the Board, is anticipated to resolve the situation, with a special shareholder meeting scheduled for June.
While we understand the concerns that this situation has raised, we are confident that this is a temporary challenge. We remain focused on our business growth, advancing our technology, and delivering long-term value for our shareholders. Our commitment to building a stronger, more resilient Pineapple Financial has never wavered.
We would like to take a moment to express our sincere gratitude to our shareholders for their continued trust and support during this time. Your belief in Pineapple Financial is invaluable, and we are confident that we will emerge from this stronger than before. We will continue to keep you informed every step of the way and appreciate your patience as we work through this matter.
Thank you for your unwavering support.
About Pineapple
Pineapple is an award-winning fintech and leading Canadian mortgage brokerage network, focusing on both the long-term success of agents and brokers as well as the overall experience of homeowners. With hundreds of brokers within the network, Pineapple creates cutting-edge cloud-based tools and AI-driven systems to enable its brokers to help Canadians realize their dream of owning a home. Pineapple is active within the community and is proud to sponsor charities across Canada to improve the lives of fellow Canadians.
Follow us on social media:
Instagram: @pineapplemortgage @empoweredbypineapple
Facebook: Pineapple Mortgage
LinkedIn: Pineapple Mortgage
Safe Harbor Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties. They are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and economic needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances or changes in its expectations that arise after the date hereof, except as may be required by law. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure that such expectations will be correct. The Company cautions investors that actual results may differ materially from the anticipated results. It encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov.
Media Contact:
For media inquiries, please contact Shubha Dasgupta, Chief Executive Officer, at Pineapple.
Email: shubha@gopineapple.com
Related Links:
https://gopineapple.com
http://empoweredbypineapple.com
Investor Relations Contact:
For investor relations inquiries, please contact Pineapple Financial Inc.
ir@gopineapple.com