8-K
filed January 19, 2023, 6:59 PM ET
ticker PNXP
CIK 0001710495
M&A
confidence high
sentiment neutral
materiality 0.90
PINEAPPLE EXPRESS CANNABIS Co (PNXP): M&A transaction — Minaro Corp. completes reverse merger with PCI, changes name to Pineapple Express Cannabis
PINEAPPLE EXPRESS CANNABIS Co
- PCI shareholders exchanged 50,000 shares (50% of PCI) for 18M newly issued Minaro shares, gaining control.
- Matthew Feinstein appointed sole director, CEO, President, Secretary, Chairman and interim CFO; owns ~81.2% of common stock.
- Former majority shareholder Yulia Lazaridou redeemed 2.8M shares for $540,904 and resigned all roles.
- PCI loaned company $540,904 at 1% interest, maturing June 30, 2023, to fund share redemption.
- Company renamed to Pineapple Express Cannabis Company and authorized 10M preferred shares; FINRA ticker change pending.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.85
Matthew Feinstein was appointed as Sole Director and Officer at PINEAPPLE EXPRESS CANNABIS Co.
- Action
- appointed
- Role
- Sole Director and Officer
Exact text from the filing
(b) Matthew Feinstein was elected the sole director and officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Yulia Lazaridou resigned as Sole Officer, Director and Employee at PINEAPPLE EXPRESS CANNABIS Co.
- Action
- resigned
- Role
- Sole Officer, Director and Employee
Exact text from the filing
(a) Lazaridou resigned as sole officer, director and employee of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PINEAPPLE EXPRESS CANNABIS Co: Restated Articles changed company name and added preferred stock class (effective 2023-01-05).
- Change
- charter amendment
- Effective
- 2023-01-05
Exact text from the filing
On January 5, 2023, the Company filed the Restated Articles. The Restated Articles (i) changed the name of the Company to Pineapple Express Cannabis Company, (ii) added an additional authorized class of capital stock, namely ten million (10,000,000) shares of Preferred Stock, in addition to the previously authorized seventy-five million (75,000,000) shares of Common Stock.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PINEAPPLE EXPRESS CANNABIS Co completed an acquisition involving PCI Shareholders for 18,000,000 newly issued shares of Minaro common stock (closed 2022-12-18).
- Action
- acquisition
- Counterparty
- PCI Shareholders
- Consideration
- 18,000,000 newly issued shares of Minaro common stock
- Closing
- 2022-12-18
Exact text from the filing
Pursuant to the Exchange Agreement, the PCI Shareholders exchanged (the “Exchange Transaction”) 50,000 outstanding shares of common stock of PCI, representing fifty percent (50%) of the outstanding shares of PCI common stock, for eighteen million (18,000,000) newly issued shares of Minaro common stock.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PINEAPPLE EXPRESS CANNABIS Co underwent a change of control involving Matthew Feinstein (closed 2022-12-18).
- Action
- change of control
- Counterparty
- Matthew Feinstein
- Closing
- 2022-12-18
Exact text from the filing
As a result of the transactions contemplated by the Exchange Agreement and the Resignation Agreement, (a) Lazaridou resigned as sole officer, director and employee of the Company and the Company redeemed the Lazaridou Shares following the PCI Loan, (b) Matthew Feinstein was elected the sole director and officer of the Company and (c) Matthew Feinstein received fifteen million shares of Company common stock as part of the Exchange Transaction, as a result of which Mr. Feinstein owns approximately 81.2% of Company common stock.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
PINEAPPLE EXPRESS CANNABIS Co entered into Share Exchange Agreement with Pineapple Consolidated, Inc. and the PCI Shareholders (effective 2022-12-18).
- Action
- entry
- Counterparty
- Pineapple Consolidated, Inc. and the PCI Shareholders
- Effective
- 2022-12-18
Exact text from the filing
On December 18, 2022, Minaro Corp., a Nevada corporation (the “Company”), Yulia Lazaridou, the majority shareholder of the Company (“Lazaridou”), Pineapple Consolidated, Inc., a California corporation (“PCI”) and the shareholders of PCI (“PCI Shareholders”), entered into a Share Exchange Agreement (the “Exchange Agreement”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.4
PINEAPPLE EXPRESS CANNABIS Co shareholders approved Election of Matthew Feinstein as sole director at the 2022-12-18 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2022-12-18
Exact text from the filing
Lazaridou, as sole director and majority shareholder, executed a written consent in lieu of a meeting providing that (i) Matthew Feinstein be elected as the sole director of the Company
View on SEC.gov
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