UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On May 1, 2025, Pineapple Financial Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with D. Boral Capital LLC, as the exclusive placement agent in connection with a public offering of 10,000,000 units (the “Units”), at a public offering price of $0.15 per Unit. Each Unit consists of: (i) one common share, no par value per share (“Common Share”); and (ii) one warrant to purchase one Common Share (“Warrant”). Each Warrant is exercisable at an exercise price of $0.15 per share, is immediately exercisable and will expire 5 years after the date of issuance. The gross proceeds to the Company from the offering are expected to be approximately $1.5 million, before deducting placement agent fees and other offering expenses.
The offering was conducted on a best efforts basis pursuant to the Company’s registration statement on Form S-1 (File No. 333-286783), which was initially filed with the Securities and Exchange Commission (“SEC”) on April 25, 2025, subsequently amended on May 1, 2025, and declared effective on May 1, 2025. The final prospectus relating to the offering was filed with the SEC on May 5, 2025.
The offering closed on May 5, 2025.
Pursuant to the Placement Agency Agreement, the Company has agreed to pay D. Boral Capital a cash fee equal to 7% of the gross proceeds from the offering, a non-accountable expense allowance equal to 0.5% of the gross proceeds, and reimbursement for legal and out-of-pocket expenses up to $100,000.
The foregoing descriptions of the Placement Agency Agreement and Warrant are not complete and are qualified in their entirety by reference to the full text of the form of the Placement Agency Agreement and Warrant, copies of which are filed as Exhibit 1.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 8.01. Other Events
The Company issued press releases announcing the pricing and closing of the offering on May 2, 2025, and May 5, 2025, respectively. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Placement Agency Agreement, dated May 1, 2025, by and between Pineapple Financial Inc. and D. Boral Capital LLC. | |
| 4.1 | Form of Common Warrant. | |
| 99.1 | Press Release dated May 2, 2025 | |
| 99.2 | Press Release dated May 5, 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 6, 2025
| PINEAPPLE FINANCIAL INC. | ||
| By: | /s/ Shubha Dasgupta | |
| Shubha Dasgupta | ||
| Chief Executive Officer | ||