--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-24-020293" form_type: "8-K" ticker: "PAPL" cik: "0001938109" company_name: "Pineapple Financial Inc." filed_at: "2024-05-16T23:59:59+00:00" generated_at: "2026-06-01T21:48:48.304675+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Pineapple Financial enters $15M equity purchase agreement, $300K convertible note with warrants ## Summary - Equity purchase agreement with Brown Stone Capital for up to $15M of common shares; 200,000 commitment fee shares issued. - Issued $300,000 convertible promissory note at 8% interest, 24-month maturity, convertible into common shares. - Warrants to purchase 1,000,000 common shares at $5 per share, 9-month term. - Registration rights agreement filed; unregistered sales under Section 4(a)(2) and Rule 506(b). ## SEC filing metadata - accession: 0001493152-24-020293 - form_type: 8-K - ticker: PAPL - cik: 0001938109 - company_name: Pineapple Financial Inc. - filed_at: 2024-05-16T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1938109/000149315224020293/0001493152-24-020293-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1938109/000149315224020293/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-020293 - JSON: https://secwatch.observer/filing/0001493152-24-020293.json - Plain text: https://secwatch.observer/filing/0001493152-24-020293.txt ## Key facts - Debt Financings Pineapple Financial Inc. incurred convertible notes of $300,000 with Brown Stone Capital Ltd. at 8% per annum maturing twenty four (24) months from the date of the issuance. - Instrument: convertible notes - Principal: $300,000 - Counterparty: Brown Stone Capital Ltd. - Rate: 8% per annum - Maturity: twenty four (24) months from the date of the issuance - Event: incurrence source text: the Company has agreed to sell to the Investor a convertible promissory note (the “Note”) in the aggregate principal amount of $300,000, with an 8% per annum interest rate and a maturity date of twenty four (24) months from the date of the issuance. evidence_url: https://www.sec.gov/Archives/edgar/data/1938109/000149315224020293/0001493152-24-020293-index.htm - Material Agreements Pineapple Financial Inc. entered into Registration Rights Agreement with Brown Stone Capital Ltd. valued at register the EPA Shares (effective 2024-05-10). - Action: entry - Counterparty: Brown Stone Capital Ltd. - Value: register the EPA Shares - Effective: 2024-05-10 source text: In relation to the EPA Shares the Company has entered into a registration rights agreement dated May 10, 2024 (the “RRA”) with the Investors, requiring the Company to register the EPA Shares issued under the EPA. evidence_url: https://www.sec.gov/Archives/edgar/data/1938109/000149315224020293/0001493152-24-020293-index.htm - Material Agreements Pineapple Financial Inc. entered into Securities Purchase Agreement with Brown Stone Capital Ltd. valued at convertible promissory note in aggregate principal amount of $300,000 with 8% interest, warrants to (effective 2024-05-10). - Action: entry - Agreement: notes offering - Counterparty: Brown Stone Capital Ltd. - Value: convertible promissory note in aggregate principal amount of $300,000 with 8% interest, warrants to - Effective: 2024-05-10 source text: Concurrently, on May 10, 2024, the Company entered into a securities purchase agreement (the “SPA” and together with the EPA and the RRA as the “Agreements”) with the Investor, pursuant to which the Company has agreed to sell to the Investor a convertible promissory note (the “Note”) in the aggregate principal amount of $300,000, with an 8% per annum interest rate and a maturity date of twenty four (24) months from the date of the issuance. evidence_url: https://www.sec.gov/Archives/edgar/data/1938109/000149315224020293/0001493152-24-020293-index.htm - Material Agreements Pineapple Financial Inc. entered into Equity Purchase Agreement with Brown Stone Capital Ltd. valued at up to $15,000,000 of common shares (effective 2024-05-10). - Action: entry - Agreement: equity purchase - Counterparty: Brown Stone Capital Ltd. - Value: up to $15,000,000 of common shares - Effective: 2024-05-10 source text: On May 10, 2024, Pineapple Financial Inc. (the “Company”) entered into an equity purchase agreement (the “EPA”) with Brown Stone Capital Ltd., a corporation organized under the laws of England and Wales (the “Investor”) pursuant to which the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase up to Fifteen Million Dollars ($15,000,000.00) of the Company’s common shares and issue 200,000 Company’s common shares as a commitment fee under the EPA to the Investor (collectively as the “EPA Shares”) at purchase price to be determined as per the terms and conditions of the EPA. evidence_url: https://www.sec.gov/Archives/edgar/data/1938109/000149315224020293/0001493152-24-020293-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.