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): February 18, 2025
PINEAPPLE FINANCIAL INC.
(Exact name of registrant as specified in charter)
| Canada | 001-41738 | Not applicable | ||
| (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 18, 2025, the Board of Pineapple Financial Inc. (the “Company”) received by email a resignation letter from Nima Besharat, a director of the Company, pursuant to which Mr. Besharat resigned as director of the Company, effective immediately.
The Company respectfully disagrees with the substance of and the assertions and characterizations that are contained in the Resignation Letter. A copy of the Resignation Letter and the Company’s response are attached as Exhibit 17.1 and Exhibit 17.2, respectively, to this Current Report and is incorporated herein by this reference.
The Company has provided Mr. Besharat with a copy of the disclosures in this Form 8-K and the opportunity to furnish the Company with a letter addressed to the Company stating whether he agrees with the statements made by the Company in response to this Item 5.02 and if not, stating the respects in which he does not agree. Upon the receipt of any such letter from Mr. Besharat, the Company will file any such letter as an exhibit to an amendment to this Form 8-K, no later than two business days after it is received.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 17.1 | Resignation Letter from Nima Besharat | |
| 17.2 | Company’s response to the Resignation Letter from Nima Besharat | |
| 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.
| PINEAPPLE FINANCIAL INC. | ||
| Dated: February 25, 2025 | ||
| By: | /s/ Shubha Dasgupta | |
| Name: | Shubha Dasgupta | |
| Title: | Chief Executive Officer | |
