Pineapple Financial Inc.
For the period ended May 31, 2026. Filed Jul 20, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
May 31, 2026 · Filed Jul 20, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Unregistered Sales of Equity Securities and Use of Proceeds
During the nine months ended February 28, 2026, the Company issued common shares and warrants in connection with a private placement transaction pursuant to a Securities Purchase Agreement dated September 1, 2025.
Upon satisfaction of the escrow release conditions and effectiveness of the registration statement, the subscription receipts were exchanged into equity securities on January 6, 2026.
The Company issued:
| ● | 5,776,304 common shares for aggregate gross cash proceeds of $21,949,955; |
| ● | 18,866,396 common shares in exchange for digital assets with a fair value of $31,323,740 at the date of issuance; and |
| ● | 1,039,346 warrants exercisable at $3.80 per share with a contractual term of five years. |
In addition, during the period:
| ● | 5,010 warrants were exercised, resulting in the issuance of 5,010 common shares, including: |
| ● | 5,000 warrants exercised at an exercise price of $3.00; and |
| ● | 10 warrants exercised at an exercise price of $3.80. |
The securities described above were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, as transactions not involving a public offering. The investors were accredited investors, and no general solicitation was conducted.
Issuer Purchases of Equity Securities
The following table provides information regarding purchases of the Company’s common shares during the three months ended May 31, 2026:
| Period · Total number of common shares purchased · Average price paid per common share · Total number of common shares purchased as part of publicly announced plans or programs · Approximate dollar value of common shares that may yet be purchased under the plans or programs | |||||
|---|---|---|---|---|---|
| March 1–31, 2026 | - | $ | - | - | $15,000,000 |
| April 1–30, 2026 | 209,292 | $1.1691 | 209,292 | $14,755,326 | |
| May 1–31, 2026 | 345,289 | $1.1615 | 345,289 | $14,354,272 | |
| Total | 554,581 | $1.1644 | 554,581 | $14,354,272 | |
Company announced that its Board of Directors had authorized a share repurchase program permitting the Company to repurchase common shares having an aggregate purchase price of up to $15.0 million. The program expires on December 31, 2026. Repurchases may be made from time to time through open-market transactions or other legally permissible means, subject to market conditions, applicable securities laws, liquidity requirements and other relevant factors. The program does not obligate the Company to repurchase any particular number of common shares and may be suspended, modified or discontinued at any time. All 554,581 common shares purchased during the quarter were acquired in open-market transactions under the publicly announced program and were subsequently cancelled.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.