Pineapple Financial Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 14, 2025, NYSE American LLC (“NYSE American” or the “Exchange”) publicly announced and provided a notice to Pineapple Financial Inc. (the “Company”) that the NYSE Regulation has suspended trading of, and determined to commence proceedings to delist, the Company’s common shares, no par value per share (the “Common Shares”), from NYSE American. NYSE Regulation has determined that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide (the “Company Guide”) due to the low selling price of the Common Shares.
The Company has a right to a review of the staff’s determination to delist the Company’s Common Shares by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the NYSE American. The Company’s request for such a review must be made by May 21, 2025. The Company intends to request a review of the staff’s determination and appeal this determination, however, there can be no assurance that the appeal will be successful. The NYSE will apply to the Securities and Exchange Commission to delist the Company’s Common Shares pending completion of applicable procedures, including any appeal by the Company of the staff’s determination.
The Company’s Common Shares began trading under the trading symbol “PAPLF” on the OTC Pink Market operated on the OTC Markets system effective with the open of the markets on May 15, 2025. The Company intends to apply to have its Common Shares quoted on the OTCQB on the OTC Markets; however, there can be no assurances that its common stock will be approved, or will continue, to be traded on such market.
Item 8.01 Other Events.
On May 19, 2025, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current expectations and involve certain risks and uncertainties, including the trading in the Company’s Securities on the NYSE American and the Company’s ability to appeal the delisting of the Securities by NYSE American. Additional information and key risks applicable to these statements are described in the Company’s reports on Forms 8-K, 10-Q and 10-K and other filings the Company makes with the SEC. All of the forward-looking statements in this Current Report on Form 8-K are qualified by these cautionary statements, and actual results or developments may differ materially from those in these forward-looking statements. The Company assumes no obligation to publicly update or revise any forward-looking statements.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 19, 2025 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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: May 19, 2025
| PINEAPPLE FINANCIAL INC. | ||
| By: | /s/ Shubha Dasgupta | |
| Shubha Dasgupta | ||
| Chief Executive Officer | ||