8-K — Pineapple Financial Inc.

Pineapple Financial Inc., a Canadian emerging growth company trading on NYSE American under ticker PAPL, filed a Form 8-K on December 9, 2025, reporting material amendments to existing financing agreements. The company had previously entered into a securities purchase agreement in September 2025 for a private placement offering of subscription receipts priced at $3.80 and $4.16 per receipt to accredited investors. On December 3, 2025, the company executed a fourth amendment to the securities purchase agreement with purchasers holding at least 50.1% interest. This amendment extended the escrow deadline to 120 days from closing date and established significant governance changes, including the requirement to appoint an Injective Foundation nominee to the board of directors prior to escrow release. Additionally, the company must form a Special Advisory Committee consisting of three directors, including the Injective Foundation appointee, to oversee digital asset treasury strategy and implementation of treasury reserve policy. On December 5, 2025, a fifth amendment was executed requiring the company to file a registration statement with the SEC no later than December 15, 2025, and to cause it to be declared effective by the escrow deadline. Simultaneously, the company amended its registration rights agreement with holders of a majority of registrable securities, establishing the same December 15, 2025 filing deadline for the registration statement covering resale of registrable securities.