Pineapple Financial Inc.

8-K · form8-k.htm

0001938109

 2026-05-31
 2026-05-31

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 xbrli:shares

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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 31, 2026

  

 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
4.01. Changes in Registrant’s Certifying Accountant.

  

 On
June 1, 2026, MNP LLP (“MNP”) resigned as the independent registered public accounting firm of Pineapple Financial Inc. (the
 “ Company ” ), effective immediately.

  

 MNP’s report on the Company’s
consolidated financial statements for each of the fiscal years ended August 31, 2025, and August 31, 2024 did not contain any adverse
opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles,
except that MNP’s reports on the Company’s consolidated financial statements for each of the fiscal years ended August 31,
2025, and August 31, 2024 included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue
as a going concern.

  

 During
the Company’s most recent fiscal year ended August 31, 2025, and the subsequent interim period through June 1, 2026: (i) there
were no disagreements between the Company and MNP on any matters of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MNP, would have caused it to make reference
to the subject matter of the disagreements in connection with its report on the Company’s financial statements; and (ii) there
were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).

  

 The
Company has provided MNP with the disclosures under this Item 4.01(a) and has requested and received from MNP a copy of the letter addressed
to the Securities and Exchange Commission stating that MNP agrees with the above statements. A copy of the letter from MNP is attached
as Exhibit 16.1 to this Current Report on Form 8-K.

  

 On
June 1, 2026, the Company, with the approval of the Board and its Audit Committee, appointed Davidson & Company LLP (“Davidson
& Co.”) as the Company’s new independent registered public accounting firm, effective immediately. During the Company’s
two most recent fiscal years ended August 31, 2025 and 2024, and the subsequent interim period through June 1, 2026, neither the Company
nor anyone acting on behalf of the Company had consulted Davidson & Co. regarding either: (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s
financial statements, nor did Davidson & Co. provide a written report or oral advice to the Company that Davidson & Co. concluded
was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues;
or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and
the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

  

 Item
8.01 Other Events .

  

 On
May 31, 2026, the Company’s Board and its Audit Committee approved the Management Services and Advisory Agreement
(“Agreement”), between the Company and Innovating Capital Management, LLC (the “Advisor”), pursuant to which
the Company appointed the Advisor to provide certain asset management, consulting and advisory services to the Company and its
subsidiaries, including the design, implementation and oversight of the Company’s digital asset treasury strategy. The
Agreement has an initial term of one year, subject to automatic renewal for successive one-year periods and may be terminated by
either party upon thirty days’ prior written notice. In connection with the foregoing, the Board also approved a Treasury
Reserve Policy, effective May 31, 2026, establishing the governance, approval, execution, custody, reporting, and risk-management
framework for the Company’s digital asset treasury strategy.

  

 Item
9.01 Financial Statements and Exhibits

  

 (a)
Exhibits

  

 Number
  
 Description

 16.1*
  
 Letter from MNP LLP to the Securities and Exchange Commission, dated June 3, 2026.

 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document)

  

  

 * Filed herewith

  

  

  

  

 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 3, 2026

  

 PINEAPPLE
 FINANCIAL INC.
  

  
  

 By:
 /s/
 Shubha Dasgupta
  

  
 Shubha
 Dasgupta
  

  
 Chief
 Executive Officer