What changed in Pineapple Financial Inc.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of Pineapple Financial Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+358 added−272 removedSource: 10-K (2025-12-03) vs 10-K (2024-12-20)
Top changes in Pineapple Financial Inc.'s 2025 10-K
358 paragraphs added · 272 removed · 95 edited across 7 sections
- Item 1. Business+111 / −127 · 42 edited
- Item 1A. Risk Factors+136 / −60 · 26 edited
- Item 7. Management's Discussion & Analysis+95 / −76 · 18 edited
- Item 5. Market for Registrant's Common Equity+5 / −3 · 3 edited
- Item 3. Legal Proceedings+4 / −1 · 1 edited
Item 1. Business
Business — how the company describes what it does
42 edited+69 added−85 removed76 unchanged
Item 1. Business
Business — how the company describes what it does
42 edited+69 added−85 removed76 unchanged
2024 filing
2025 filing
Biggest changeOur pre-risk assessment services revenue is about 1.3% of our total gross revenue and the structure for this service is $390 per deal for a mortgage funded amount of $390,000 and over. For a mortgage funded amount under $390,000 the fee is $273. 3.
Biggest changeFor mortgages with a funded amount of $390,000 and over, the fee is $390 per deal. For mortgages under $390,000, the fee is $273 per deal. This stream represents approximately 1.3% of total gross revenue. 3.Lender partner service commissions. The balance of total gross revenue, approximately 95%, is derived from commissions and volume-based compensation from lender partners.
Key trends currently influencing the market include: ● Renewals Surge: Over 30% of Canadian mortgages are expected to renew within the next 12 months, a significant driver of market activity. ● Housing Shortages: A growing population, combined with limited housing supply, has led to increased pressure on the market, with demand consistently outstripping available inventory. ● Government Policies: Recent adjustments, such as the introduction of a 30-year amortization period for insured mortgages and incentives for affordable housing, have bolstered consumer confidence and created new opportunities. ● Consumer Sentiment: Improved confidence, spurred by rate cuts and stabilizing economic conditions, has increased buyer activity despite affordability challenges. ● Technology Adoption: Platforms like MyPineapple are transforming the brokerage landscape by streamlining processes and providing brokers with data-driven tools to enhance efficiency and client satisfaction.
Key trends currently influencing the market include: ● Renewals Surge: Over 30% of Canadian mortgages are expected to renew within the next 12 months, a significant driver of market activity. ● Housing Shortages: A growing population, combined with limited housing supply, has led to increased pressure on the market, with demand consistently outstripping available inventory. ● Government Policies: Recent adjustments, such as the introduction of a 30-year amortization period for insured mortgages and incentives for affordable housing, have bolstered consumer confidence and created new opportunities. 9 ● Consumer Sentiment: Improved confidence, spurred by rate cuts and stabilizing economic conditions, has increased buyer activity despite affordability challenges. ● Technology Adoption: Platforms like MyPineapple are transforming the brokerage landscape by streamlining processes and providing brokers with data-driven tools to enhance efficiency and client satisfaction.
It plays a significant role in what we believe makes our Brokerage Services distinct and cutting-edge. MyPineapple was created to address key issues within the mortgage brokerage industry. We built MyPineapple to create a long-term competitive advantage relative to traditional service providers, who have comparatively high-touch, labor intensive and costly operations.
It plays a significant role in what we believe makes our Brokerage Services distinct and cutting-edge. 2 MyPineapple was created to address key issues within the mortgage brokerage industry. We built MyPineapple to create a long-term competitive advantage relative to traditional service providers, who have comparatively high-touch, labor intensive and costly operations.
MyPineapple offers network management capabilities for Users, including hundreds of qualified Field Agents, to create an efficient marketplace for the provision of mortgage lending and insurance industry services. MyPineapple integrates directly with Salesforce, Equifax, OneSpan, G Suite and Filogix and manages Users’ day-to-day business through automated triggers and tasks, ensuring nothing falls through the cracks.
MyPineapple offers network management capabilities for Users, including hundreds of qualified Field Agents, to create an efficient marketplace for the provision of mortgage lending and insurance industry services. MyPineapple integrates directly with Equifax, OneSpan, G Suite and Filogix and manages Users’ day-to-day business through automated triggers and tasks, ensuring nothing falls through the cracks.
Back Office Support Services: Through MyPineapple, we offer our Users back office support services, including digital and automated onboarding and set up, loan packaging and processing, digital document collection and client portals, loan maintenance activities, payroll, lender communication, reporting requirements for regulators and business management, cloud services, expense collections, document preparation, compliance, training, administration and marketing. 4.
Back Office Support Services: Through MyPineapple, we offer our Users back office support services, including digital and automated onboarding and set up, loan packaging and processing, digital document collection and client portals, loan maintenance activities, payroll, lender communication, reporting requirements for regulators and business management, cloud services, expense collections, document preparation, compliance, training, administration and marketing. 3 4.
Insurance Products The insurance market for Pineapple Insurance is focused around growth in the Canadian mortgage landscape as well as market share growth for Pineapple Financial. ● Real estate investors: we are able to consolidate multiple mortgage amounts into one insurance policy to help minimize risk if an investor has multiple properties. ● Residential Home purchase: with Canadian housing prices hitting all-time highs, we will help clients provide insurance to fill the gap between their current coverage and the mortgage amount ● Refinance: can help clients reduce existing coverage or apply/consolidate if they require additional coverage. ● Reverse Mortgage: these clients can use the income from the reverse mortgage to help plan their final expense through insurance as well as enrich their retirement years. 6 ● Switch: transferring to another lender at renewal.
Insurance Products The insurance market for Pineapple Insurance is focused around growth in the Canadian mortgage landscape as well as market share growth for Pineapple Financial. ● Real estate investors: we are able to consolidate multiple mortgage amounts into one insurance policy to help minimize risk if an investor has multiple properties. ● Residential Home purchase: with Canadian housing prices hitting all-time highs, we will help clients provide insurance to fill the gap between their current coverage and the mortgage amount ● Refinance: can help clients reduce existing coverage or apply/consolidate if they require additional coverage. ● Reverse Mortgage: these clients can use the income from the reverse mortgage to help plan their final expense through insurance as well as enrich their retirement years. 8 ● Switch: transferring to another lender at renewal.
The policies can be leveraged as collateral or an asset with our lenders through the Company. 3 ● For both our personal and our business clients, we offer permanent life insurance policies, which offer a death benefit and cash value. The death benefit is money that is paid to your beneficiaries when you pass away.
The policies can be leveraged as collateral or an asset with our lenders through the Company. ● For both our personal and our business clients, we offer permanent life insurance policies, which offer a death benefit and cash value. The death benefit is money that is paid to your beneficiaries when you pass away.
These efforts are expected to accelerate market penetration and drive sustained growth for this subsidiary. 4 InsurTech MyPineapple is a key reason for our success and has the ability to drive interested and timely insurance prospects to a replicated module that we have built in order to streamline and manage the customer flow for insurance products.
These efforts are expected to accelerate market penetration and drive sustained growth for this subsidiary. InsurTech MyPineapple is a key reason for our success and has the ability to drive interested and timely insurance prospects to a replicated module that we have built in order to streamline and manage the customer flow for insurance products.
This entity is to serve the insurance needs of our brand mortgage brokers and agents across Canada. Pineapple Insurance is to act as an Managing General Agent (MGA) supported by Industrial Alliance. This entity will create both a revenue channel and retention strategy for borrowers that live within our database.
This entity is to serve the insurance needs of our brand mortgage brokers and agents across Canada. Pineapple Insurance is to act as a Managing General Agent (MGA) supported by Industrial Alliance. This entity will create both a revenue channel and retention strategy for borrowers that live within our database.
We have also created client segmentations and retention programs to ensure that we can maximize our database of over 150,000 potential clients. Growth Strategy Brokerage Services We aim to gain further market share and consumer adoption by focusing on the following areas of growth: 1.
We have also created client segmentations and retention programs to ensure that we can maximize our database of over 150,000 potential clients. 6 Growth Strategy Brokerage Services We aim to gain further market share and consumer adoption by focusing on the following areas of growth: 1.
We expect our agents to conduct themselves with the highest level of professionalism and carry out the fundamental and core values of Pineapple Insurance at all times. 5 3. Hiring and training insurance agents: We will follow and adhere to strict hiring and training policies as set out in our training manuals.
We expect our agents to conduct themselves with the highest level of professionalism and carry out the fundamental and core values of Pineapple Insurance at all times. 3. Hiring and training insurance agents: We will follow and adhere to strict hiring and training policies as set out in our training manuals.
Visibility of status and automations of workflow and requirements; ● Client Relationship Management (CRM): Advancing client relationships towards application indication, application completion and client retention; and ● Acquisition: marketing funnels to leverage the overall database and identity opportunities from older missed opportunities.
Visibility of status and automations of workflow and requirements; ● Client Relationship Management (CRM): Advancing client relationships towards application indication, application completion and client retention; and 7 ● Acquisition: marketing funnels to leverage the overall database and identity opportunities from older missed opportunities.
We follow checklist-based system to ensure that all the critical aspects pertaining to underwriting are covered. 2 ● Data Validation: Our pre-underwriting support services include recording and digitizing our findings in the data validation process.
We follow checklist-based system to ensure that all the critical aspects pertaining to underwriting are covered. ● Data Validation: Our pre-underwriting support services include recording and digitizing our findings in the data validation process.
Changes to Contracts The Company does not expect its business to be affected in the current financial year by renegotiation or termination of contracts or sub-contracts. 15 Regulatory Environment Brokerage License Requirements In order to operate its mortgage broker business, we must remain duly licensed as a mortgage broker to deal and trade in mortgages in accordance with the Mortgage Brokerages, Lenders and Administrators Act, 2006 (Ontario), as amended (the “MBLA Act”).
Changes to Contracts The Company does not expect its business to be affected in the current financial year by renegotiation or termination of contracts or sub-contracts. 14 Regulatory Environment Brokerage License Requirements In order to operate its mortgage broker business, we must remain duly licensed as a mortgage broker to deal and trade in mortgages in accordance with the Mortgage Brokerages, Lenders and Administrators Act, 2006 (Ontario), as amended (the “MBLA Act”).
Under the Insurance Companies Act, approval of the Minister of Finance (Canada) is required in connection with certain acquisitions of shares of, or control of, Canadian insurance companies such as Pineapple Insurance, and notice to and/or approval of OSFI is required in connection with the payment of dividends by or redemption of shares by Canadian insurance companies such as Pineapple Insurance. 16 Other Regulations In addition, the Company must comply with all federal, provincial and municipal laws that affect a Canadian business including employment, workers’ compensation, insurance, corporate, and tax laws and regulations.
Under the Insurance Companies Act, approval of the Minister of Finance (Canada) is required in connection with certain acquisitions of shares of, or control of, Canadian insurance companies such as Pineapple Insurance, and notice to and/or approval of OSFI is required in connection with the payment of dividends by or redemption of shares by Canadian insurance companies such as Pineapple Insurance. 15 Other Regulations In addition, the Company must comply with all federal, provincial and municipal laws that affect a Canadian business including employment, workers’ compensation, insurance, corporate, and tax laws and regulations.
With the onset of inflationary pressures around the globe, not only the seasonality but the normal trends of the housing markets have declined with the increase of interest rates. Although our business may be negatively impacted, we believe our multiple channels of revenue helps to mitigate any such impact.
With the onset of inflationary pressures around the globe, not only the seasonality but the normal trends of the housing markets have declined with the increase of interest rates. Although our business may be negatively impacted, we believe our multiple channels of revenue help to mitigate any such impact.
Pineapple Insurance was incorporated under the OBCA on December 14, 2016, under the name “CLC Insurance Inc.” and changed its name to Pineapple Insurance Inc. on July 12, 2021. Pineapple Insurance has a registered and records office located at Suite 200, 111 Gordon Baker Road, Suite 200, North York, Ontario M2H 3R1.
Pineapple Insurance was incorporated under the Business Corporations Act (Ontario) on December 14, 2016, under the name “CLC Insurance Inc.” and on July 12, 2021, changed its name to “Pineapple Insurance Inc.”. Pineapple Insurance has a registered and records office located at Suite 200, 111 Gordon Baker Road, North York, Ontario M2H 3R1.
Incorporation The Company was incorporated under the OBCA on October 16, 2015 under the name “2487269 Ontario Limited” (doing business under the name of Capital Lending Centre).
Incorporation The Company was incorporated under the Business Corporations Act (Ontario) on October 16, 2015 under the name “2487269 Ontario Limited” (doing business under the name of Capital Lending Centre).
MyPineapple also includes a leading education technology platform, which enables Users to continuously stay informed and educated on what mortgage solutions and market conditions could impact Canadian consumers. 1 Our primary objectives and goals include, but are not limited to, the following: ● Grow our mortgage broker distribution channel to gain further market share and consumer adoption, including increasing organic (non-acquisition related) market share and to achieve growth on the number of mortgages funded annually; ● Become the go-to mortgage experience platform for mortgage agents, lenders and homebuyers; ● For Pineapple Insurance to provide an insurance option for all our mortgage approvals; ● To ensure that we are providing a well-rounded and custom-tailored approach to insurance solutions that may best suit the clients’ needs; ● To leverage the power of our growing database and brand recognition to open further insurance opportunity channel; and Streamline the insurance approval and application process for mortgage clients using technology.
Our primary objectives and goals include, but are not limited to, the following: ● Grow our mortgage broker distribution channel to gain further market share and consumer adoption, including increasing organic (non-acquisition related) market share and to achieve growth on the number of mortgages funded annually; ● Become the go-to mortgage experience platform for mortgage agents, lenders and homebuyers; ● For Pineapple Insurance to provide an insurance option for all our mortgage approvals; ● To ensure that we are providing a well-rounded and custom-tailored approach to insurance solutions that may best suit the clients’ needs; ● To leverage the power of our growing database and brand recognition to open further insurance opportunity channel; and Streamline the insurance approval and application process for mortgage clients using technology.
ITEM 1. BUSINESS General We are a Canadian-based mortgage technology and brokerage company that provides mortgage brokerage services and technology solutions to Canadian mortgage agents, brokers, sub-brokers, brokerages and consumers. Through data-driven systems together with cloud-based tools, we believe we offer competitive advantages in the Canadian mortgage industry relative to alternative mortgage broker arrangements.
ITEM 1. BUSINESS General Pineapple Financial is a Canadian mortgage technology and brokerage company. We provide mortgage brokerage services and technology solutions to Canadian mortgage agents, brokers, sub-brokers, brokerages and consumers. Through data-driven systems and cloud-based tools, we believe we offer competitive advantages in the Canadian mortgage industry relative to traditional broker arrangements.
We also provide back office services, together with pre-underwriting support services (collectively the “Brokerage Services”) to Canadian mortgage brokerages (the “Brokerages”). In connection with the provision of the Brokerage Services, we employ and engage several licensed mortgage brokers and agents (collectively, “Field Agents”). We have a total of full-time employed staff of 55.
We also provide back-office and pre-underwriting support services (together, the “Brokerage Services”) to Canadian mortgage brokerages (the “Brokerages”). In connection with the provision of the Brokerage Services, we employ and engage licensed mortgage brokers and agents (collectively, “Field Agents”). As of the date of this filing, we have 39 full-time employees.
In addition, we also enter into affiliation agreements with certain licensed mortgage brokers (collectively, “Affiliate Brokers” and, together with Field Agents and Brokerages, the “Users”), pursuant to which the Company and the Affiliate Broker enter into an affiliation relationship with the intention of jointly marketing mortgage brokerage and other financial services as affiliated entities, sometimes referred to as “white labelling”, which allows the Affiliate Broker to sell a mortgage that is branded with its company name to its own client base.
Material Contracts Affiliation Agreements We enter into affiliation agreements with Affiliate Brokers, pursuant to which we and the Affiliate Broker enter into an affiliation relationship with the intention of jointly marketing mortgage brokerage and other financial services as affiliated entities, sometimes referred to as “white labelling”, which allows the Affiliate Broker to sell a mortgage that is branded with its company name to its own client base.
Our strategy is underpinned by a commitment to delivering superior value, leveraging data and insights to support broker success, and maintaining flexibility to adapt to evolving market conditions. This approach ensures we remain a leader in the Canadian mortgage and brokerage industry.
Our strategy is underpinned by a commitment to delivering superior value, leveraging data and insights to support broker success, and maintaining flexibility to adapt to evolving market conditions. This approach ensures we remain a leader in the Canadian mortgage and brokerage industry. Recent Developments Subsequent to August 31, 2025, the Company entered into several material financing and digital-asset transactions.
Pineapple Insurance Inc. will be presenting this insurance option for a client to accept or not via the products that we have available. This will be presented to all mortgage approvals being offered via our parent company, Pineapple Financial Inc.
Pineapple Insurance Inc. will be presenting this insurance option for a client to accept or not via the products that we have available.
We also launched our first brokerage office in Newfoundland and Labrador, Nova Scotia, New Brunswick, and Prince Edward Island on May 4, 2022. We launched our first British Columbia brokerage office in 2024.
We launched our first brokerage in Ontario in November 2016, opened our Alberta office on July 1, 2021, expanded into Newfoundland and Labrador, Nova Scotia, New Brunswick and Prince Edward Island on May 4, 2022, and opened our first British Columbia brokerage office in 2024.
Backed by Salesforce, pursuant to the Salesforce Agreement (defined herein), and built with proprietary code deep data analytics, MyPineapple syncs up with Users’ calendar and emails, produces robust reporting, advanced analytics, and real-time notifications on marketing communications, and more. MyPineapple is a sophisticated and fundamental tool for revenue growth and relationship development.
MyPineapple syncs up with Users’ calendar and emails, produces robust reporting, advanced analytics, and real-time notifications on marketing communications, and more. MyPineapple is a sophisticated and fundamental tool for revenue growth and relationship development.
The Company’s head office is located at Unit 200, 111 Gordon Baker Road, North York, Ontario M2H 3R1 and its registered and records office is located at 67 Mowat Avenue Suite 122, Toronto, Ontario M6K 3E3.
The Company’s head office is located at Unit 200, 111 Gordon Baker Road, North York, Ontario M2H 3R1 and its registered and records office is located at 67 Mowat Avenue Suite 122, Toronto, Ontario M6K 3E3. Corporate Structure The Company has two wholly owned subsidiaries: Pineapple Insurance Inc. (“Pineapple Insurance”) and Pineapple National Inc. (“Pineapple National”).
Pineapple Insurance provides the following services: ● We will complete a needs analysis on each client to ensure the most suitable product to meet both their needs and their goals.
Our next steps are staffing and human capital requirements in order to execute on the business plan and goals of developing Pineapple Insurance. 4 Pineapple Insurance provides the following services: ● We will complete a needs analysis on each client to ensure the most suitable product to meet both their needs and their goals.
Pineapple National was incorporated under the Canada Business Corporations Act on November 9, 2021, with a registered and records office located at 10th Floor, 595 Howe Street, Vancouver, British Columbia V6C 2T5.
Pineapple National Inc. was incorporated under the Canada Business Corporations Act on November 9, 2021, with a registered and records office located at 2600 – 1066 West Hastings Street, Vancouver, British Columbia V6C 2T5. The Company also holds 5% of the issued and outstanding Class A Shares of 4313305 Canada Inc.
We believe the material steps for Pineapple Insurance to grow form its early stages of development are as follow: 1.
We, therefore, act as an agent earning commissions from the premiums charged by the insurance company. We believe the material steps for Pineapple Insurance to grow form its early stages of development are as follows: 1.
The early success of our launch indicates promising customer acceptance, supported by focused efforts to educate users on product variations and benefits.
This timeline is contingent upon the effectiveness of marketing campaigns, customer adoption of the services offered by Industrial Alliance, and the competitiveness of pricing and premiums. The early success of our launch indicates promising customer acceptance, supported by focused efforts to educate users on product variations and benefits.
Our insurance services identified above currently are provided by a third-party insurance company, Industrial Alliance Inc., with whom we are affiliated as a managing general agent (MGA). We, therefore, act as an agent earning commissions from the premiums charged by the insurance company.
With any mortgage product in Canada, an insurance component is a requirement, hence the diversification and business development into insurance. Our insurance services identified above currently are provided by a third-party insurance company, Industrial Alliance Inc., with whom we are affiliated as a managing general agent (MGA).
As a complementary service to our parent company, Pineapple Financial Inc., this insurance subsidiary was created to easily serve the needs of the homeowners whose mortgages originate with us. With any mortgage product in Canada, an insurance component is a requirement, hence the diversification and business development into insurance.
This will be presented to all mortgage approvals being offered via our parent company, Pineapple Financial Inc. 5 As a complementary service to our parent company, Pineapple Financial Inc., this insurance subsidiary was created to easily serve the needs of the homeowners whose mortgages originate with us.
We have been approved by each of the applicable provincial mortgage regulators to operate in 11 provinces and territories namely Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Quebec, and Yukon, and 1 provinces to follow is Saskatchewan. We launched our first brokerage office in Alberta on July 1, 2021.
We have been approved by applicable provincial mortgage regulators to operate in the following provinces and territories: Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Quebec and Yukon, and we are pursuing additional licensing in Saskatchewan. 1 Technology Our Platform integrates lead routing, CRM, document collection, compliance workflows, lender connectivity and analytics.
The lender partners comprise of banks, trust companies, mortgage loan companies, building societies and other lending financial institutions, including but not limited to the Bank of Nova Scotia (Scotiabank), Manulife Bank of Canada, Toronto-Dominion Bank (TD Bank), The Mortgage Alliance Company of Canada Inc.
Our lender partners include banks, trust companies, mortgage finance companies and other financial institutions, including but not limited to; Bank of Nova Scotia (Scotiabank), Manulife Bank of Canada, Toronto-Dominion Bank, MCAP, First National Financial LP, Home Trust Company, Equitable Bank, Community Trust, Bank of Montreal (BMO) and Desjardins Mortgage Financing Services.
We have also created a sales and marketing plan alongside assets and materials, which will be used for initial launch. Our next steps are staffing and human capital requirements in order to execute on the business plan and goals of developing Pineapple Insurance.
We have also created a sales and marketing plan alongside assets and materials, which will be used for initial launch.
The growth timeline for Pineapple Insurance is projected at 12 to 24 months post-launch, reflecting strong initial demand and the effectiveness of our comprehensive go-to-market strategy. This timeline is contingent upon the effectiveness of marketing campaigns, customer adoption of the services offered by Industrial Alliance, and the competitiveness of pricing and premiums.
With the strategic integration of Pineapple Insurance into the MyPineapple platform, our development costs are aimed at ensuring seamless client experiences and operational efficiency. The growth timeline for Pineapple Insurance is projected at 12 to 24 months post-launch, reflecting strong initial demand and the effectiveness of our comprehensive go-to-market strategy.
Mortgage lenders typically offer a range of products, with options for fixed or variable rates, varying terms and amortization periods, as well as differing ancillary terms for pre-payment, incentives or other matters. Interest rates are typically renegotiated every three (3) years.
This total does not include mortgages held by provincially regulated entities such as credit unions or mortgage investment corporations. Mortgage lenders in Canada offer a broad range of products featuring fixed or variable interest rates, varying terms and amortization periods, and differing provisions for pre-payments, rate holds, and other features. Interest rates are typically renegotiated every three to five years.
MyPineapple reduces manual processes through robust quality control mechanisms, logistics management capabilities, capacity planning tools and end-to-end transaction management.
MyPineapple reduces manual processes through robust quality control mechanisms, logistics management capabilities, capacity planning tools and end-to-end transaction management. MyPineapple also includes a leading education technology platform, which enables Users to continuously stay informed and educated on what mortgage solutions and market conditions could impact Canadian consumers.
Our executive and management team has a strong background and significant experience and expertise in these areas. Our team also possesses specialized skills in data architecture, software development, programming and coding, finance and accounting, automations and process, training and education.
Our team also possesses specialized skills in data architecture, software development, programming and coding, finance and accounting, automations and process, training and education. Additionally, we currently rely upon, and expect to continue to rely upon, various legal and financial advisors and consultants and others in the operation and management of our business.
(MCAP), First National Financial LP, Home Trust Company, The Equitable Trust Company (Equitable Bank), ICICI Bank Canada and Desjardins Mortgage Financing Services. We currently operate exclusively in Canada, specifically in the provinces of Ontario, Newfoundland and Labrador, New Brunswick, Nova Scotia, British Columbia, Prince Edward Island, Manitoba and Alberta. We launched our first brokerage in Ontario in November 2016.
Geographic Footprint and Licensing We currently operate in Canada, with active brokerage operations in Ontario, Newfoundland and Labrador, New Brunswick, Nova Scotia, British Columbia, Prince Edward Island, Manitoba and Alberta.
On June 16, 2021, the Company changed its name to “Pineapple Financial Inc.” Corporate Structure The Company has two wholly owned subsidiaries: Pineapple Insurance Inc. (“Pineapple Insurance”) and Pineapple National Inc. (“Pineapple National”).
On June 16, 2021, the Company changed its name to “Pineapple Financial Inc.” and on February 14, 2023, the Company continued out of the jurisdiction of Ontario under the Business Corporations Act (Ontario) and into the federal jurisdiction of Canada under the Canada Business Corporations Act.
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Our services distribution and fee structure for each stream is detailed hereunder: 1. The fee for the subscription service revenue stream is $117 for use of our platforms by our agents to complete the mortgage deal from initiation to funding by the lender partner and is about 3% of total gross revenue. 2.
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In addition, we enter into affiliation agreements with certain licensed mortgage brokers (“Affiliate Brokers” and, together with Field Agents and Brokerages, the “Users”) under which we jointly market mortgage brokerage and other financial services as affiliated entities.
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The balance of our total gross revenue at 95% comes from our lender partner service commissions and the structure varies by rate and amount based on the season, special promotions at that particular time, bonus applicable, funded volume, etc.
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This “white-label” model allows Affiliate Brokers to offer mortgages under their own brand to their client base while operating on our platform and within our controls. We offer Brokerage Services for both residential and commercial mortgage opportunities through our proprietary technology platform, Pineapple+ [and related tools, together, the “Platform”].
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We provide our Brokerage Services to both residential and commercial mortgage opportunities and, in each case, through a proprietary technology called MyPineapple, as discussed in further detail below.
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The Platform supports the mortgage life cycle from lead intake and pre-qualification through underwriting support, documentation, compliance, and funded-deal analytics. Revenue Model Our revenue model is diversified across platform subscriptions, pre-risk assessment services and lender partner commissions. Percentages below are approximate and subject to period-to-period variation. 1.Subscription services.
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With the strategic integration of Pineapple Insurance into the MyPineapple platform, our development costs are aimed at ensuring seamless client experiences and operational efficiency. We estimate that approximately 15% of the proceeds from the shares offering will be allocated to support the continued growth and scaling of this business vertical.
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Agents who use the Platform to manage the life cycle of a mortgage from initiation to funding pay subscription fees of $141.50 per month. This stream represents approximately 3% of total gross revenue. 2.Pre-risk assessment services. We charge a per-deal fee for pre-underwriting support and documentation preparation.
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Recent Development On May 10, 2024, 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 “Selling Shareholder”) pursuant to which the Company shall issue and sell to the Selling Shareholder, from time to time as provided herein, and the Selling Shareholder 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 Selling Shareholder (collectively as the “EPA Shares”) at purchase price to be determined as per the terms and conditions of the EPA.
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Commission structures vary by rate, amount, promotional programs, bonus eligibility and funded volume.
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The Company shall have the right, but not the obligation, to direct the Selling Shareholder, by its delivery to the Selling Shareholder of a put notice from time to time, to purchase the EPA Shares (i) in a minimum amount not less than $10,000.00 and (ii) in a maximum amount up to the lesser of (a) $1,000,000 or (b) 150% of the average trading volume of the Company’s common shares on the NYSE American during the five (5) Trading Days immediately preceding the respective put notice date multiplied by the lowest daily volume weighted average price of the Company’s common shares on the NYSE American during the five (5) trading days immediately preceding the respective put notice date.
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By centralizing workflow and data, we aim to improve agent productivity, reduce turnaround times and enhance compliance monitoring. The Platform is cloud-hosted with role-based access controls, audit trails and data security protocols that are designed to meet or exceed applicable regulatory expectations.
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The Company’s right to issue a put notice for the EPA Shares is subject to general terms and conditions as stipulated under the EPA, including there being an effective registration statement covering the EPA Shares. 7 Pursuant to the EPA, we may issue and sell up to $15 million of Common Shares to the Selling Shareholder.
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Digital Asset Treasury Strategy In fiscal 2025, we established a digital asset treasury strategy (the “Treasury Strategy”) as a component of our corporate treasury and strategic partnership program.
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The price at which we may issue and sell shares will be 95% of the lowest daily volume weighted average price of the Company’s Common Shares on the NYSE American during the five (5) trading days immediately preceding the respective put notice date, in each case as reported by Quotestream or other reputable source designated by the Selling Shareholder (the “Market Price”).
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The Treasury Strategy permits the Company, subject to internal policies, board oversight and applicable law, to hold a capped allocation of liquid digital assets to support research and development, ecosystem partnerships and potential future integrations with our mortgage technology stack. As of the date of this filing, the Treasury Strategy is managed separately from brokerage operations.
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Assuming that (a) we issue and sell the full $15 million of Common Shares under the EPA to the Selling Shareholder, (b) no beneficial ownership limitations, and (c) purchase price for such sales is $0.40 or $0.50 per share, such additional issuances would represent in the aggregate approximately 37,500,000 or 30,000,000 additional Common Shares, respectively, or approximately 81% or 77% of the total number of Common Shares outstanding as of the date hereof, after giving effect to such issuance.
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The Treasury Strategy is subject to strict custody, risk, accounting and compliance policies, including segregation of assets, volatility limits, impairment monitoring and disclosure controls. On-Chain Mortgage Development We are conducting research and development to explore the application of distributed ledger and smart-contract technologies to selected elements of the mortgage lifecycle (“On-Chain Mortgage Development”).
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If the beneficial ownership limitation is not waived, we may issue approximately 269,480 Common Shares, or approximately 19.99% of the total number of Common Shares outstanding as of the date hereof. The Market Price of our Common Shares on December 13, 2024, was $0.45.
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Areas of exploration include, among others, identity and document attestations, collateral and lien data registries, payment and remittance workflows, servicing data integrity, and potential future pathways for asset issuance and investor reporting. These initiatives are currently in development and do not contribute material revenue.
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Assuming this is the Market Price used as a basis for the calculations for the put notice under the EPA, the price per share for sales to the Selling Shareholder would be $0.43 (95% of the Market Price), and we would be able to sell 269,480 shares to the Selling Shareholder (with beneficial ownership limit), and receive gross proceeds of $115,876 such number of shares would comprise approximately 19.99% of our issued and outstanding Common Shares, which would result in additional dilution of our shareholders.
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Any commercial deployment will require successful technical validation, market acceptance, appropriate regulatory permissions and the establishment of robust compliance, privacy and security controls. We may pursue pilot programs with ecosystem partners and service providers to evaluate feasibility and cost-benefit outcomes.
Removed
In relation to the EPA Shares the Company has entered into a registration rights agreement dated May 10, 2024 (the “RRA”) with the Selling Shareholder, requiring the Company to register the EPA Shares issued under the EPA.
Added
Compliance and Regulatory Our brokerage activities are subject to provincial mortgage brokerage laws and regulations, consumer protection requirements, anti-money laundering and anti-terrorist financing obligations, privacy and data protection laws and related guidance. We maintain policies, procedures, training and supervision designed to promote compliance, including for third-party affiliates who operate on our Platform.
Removed
Pursuant to the RRA, the Company has agreed to file one or more registration statements with the Securities and Exchange Commission covering the registration of the EPA Shares.
Added
Our Treasury Strategy and On-Chain Mortgage Development are subject to additional legal, accounting, tax and regulatory considerations. We evaluate these programs with external legal counsel and advisors and implement governance, risk and control frameworks that we believe are appropriate for their scope and scale.
Removed
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 Selling Shareholder, pursuant to which the Company has agreed to sell to the Selling Shareholder 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.
Added
Management has evaluated these events in accordance with ASC 855, Subsequent Events , and determined that they represent non-recognized subsequent events require ing disclosure but no adjustment to the consolidated financial statements as of and for the year ended August 31, 2025. a) Injective Digital Asset Treasury Initiative On September 2, 2025, the Company entered into a Securities Purchase Agreement with certain accredited investors to issue 24,642,700 subscription receipts at an offering price of US $3.80 per subscription receipt, with respect to certain purchasers, and US $4.16 per subscription receipt, with respect to certain purchasers. 10 The private placement closed on September 4, 2025, raising approximately US $100 million in aggregate proceeds consisting of cash and Injective (INJ) tokens, all of which are held in escrow pending satisfaction of specified escrow release conditions under the Subscription Receipt Agreement.
Removed
The Note is convertible into the Company’s common shares, no par value, subject to the terms and conditions therein, and a conversion price of equal 75% of the VWAP on the trading day immediately preceding the respective conversion date, subject to adjustment as provided in the Note.
Added
On October 31, 2025, shareholders approved the issuance of the underlying common shares. The Company is preparing a registration statement on Form S-1 to register the resale of approximately 25.7 million shares, including those issuable upon exercise of associated warrants.
Removed
The issuance of the Note is subject to general terms and conditions as stipulated under the SPA, including the requirement of getting shareholder approval for any issuance of common shares beyond the beneficial ownership limit of 19.99%.
Added
Escrowed funds will be released upon SEC effectiveness of the registration statement and NYSE American approval of listing of the underlying shares. b) Voltedge Loan Facility On September 15, 2025, the Company executed a Master Loan and Security Agreement with Voltedge Finance Inc., providing for a revolving credit facility of up to US $15.0 million.
Removed
As an incentive to buy the Note, the Company had agreed to issue warrants to purchase 1,000,000 common shares (the “2024 Warrants”), with an exercise price of $5 per share and term of nine (9) months from the date of issuance.
Added
As of November 2025, US $11.4 million had been drawn under the facility and invested in INJ tokens as part of the Company’s digital-asset treasury strategy.
Removed
As per terms of the agreement, issuer of convertible debt exercise their right and the total principal portion $300,000 plus the interest accrued thoron $4,437 was converted into common shares by issuing 501,874 common shares. The equity line of credit has had no immediate impact on our business.
Added
The facility is secured by a corporate guarantee from Cooppers Financial Group and pledges over certain digital-asset holdings. c) White Lion Equity Line of Credit (ELOC) On September 4, 2025, the Company entered into a Common Stock Purchase Agreement with White Lion Capital LLC, establishing an equity line of credit of up to US $250 million.
Removed
However, it positions us to draw capital for growth initiatives as our share price increases, enhancing our ability to fund strategic investments and operational expansions. No assurances can be given that the stock price will increase.
Added
The agreement allows the Company, at its discretion, to issue and sell common shares over a 24-month period, subject to volume and pricing limitations. As of the date of issuance of these financial statements, no shares have been issued, and the arrangement has not yet been registered with the SEC.
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Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
26 edited+110 added−34 removed190 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
26 edited+110 added−34 removed190 unchanged
2024 filing
2025 filing
Biggest changeThese requirements may make it more difficult for shareholders to purchase or sell the Common Shares of the Company. Since the broker, not us, prepares this information, we would not be able to assure that such information is accurate, complete or current. 32 Substantial future sales of Common Shares could cause the market price of our Common Shares to decline.
Biggest changeSince the broker, not us, prepares this information, we would not be able to assure that such information is accurate, complete or current. 36 Substantial Future Sales or Issuances of Common Shares, and Digital-Asset-Backed Financings, Could Cause the Market Price of Our Common Shares to Decline Subsequent to the fiscal year ended August 31, 2025, the Company entered into several strategic financing and digital-asset-treasury arrangements designed to strengthen liquidity, diversify capital sources, and advance its digital-finance initiatives.
Our ability to attract new customers and generate revenue from existing customers will depend largely on its ability to anticipate industry standards and trends, respond to technological advances in its industry, and to continue to enhance existing services or to design and introduce new services on a timely basis to keep pace with technological developments and its customers’ increasingly sophisticated needs.
Our ability to attract new customers and generate revenue from existing customers will depend largely on its ability to anticipate industry standards and trends, respond to technological advances in its industry, and to continue to enhance existing services or to design and introduce new services on a timely basis to keep pace with technological developments and our customers’ increasingly sophisticated needs.
A failure in the demand for its services to materialize as a result of competition, technological change or other factors could have a material adverse effect on our business, results of operations and financial condition.
A failure in the demand for its services to materialize as a result of competition, technological change or other factors could have a material adverse effect on our business, results of operations and financial condition.
The a company listed on NYSE American need to have $1.00 minimum share closing price for a period of 30 consecutive trading days in order to meet NYSE American listing standards. If we fail to do so, our securities would cease to be eligible for trading on the NYSE American and they would likely be traded on the over-the-counter markets.
A company listed on NYSE American need to have $1.00 minimum share closing price for a period of 30 consecutive trading days in order to meet NYSE American listing standards. If we fail to do so, our securities would cease to be eligible for trading on the NYSE American and they would likely be traded on the over-the-counter markets.
The a company listed on NYSE American need to have $1.00 minimum share closing price for a period of 30 consecutive trading days in order to meet NYSE American listing standards. Delisting from the NYSE American may cause the securities of the Company to become subject to the SEC’s “penny stock” rules.
A company listed on NYSE American need to have $1.00 minimum share closing price for a period of 30 consecutive trading days in order to meet NYSE American listing standards. Delisting from the NYSE American may cause the securities of the Company to become subject to the SEC’s “penny stock” rules.
Our financial performance is closely connected to the strength of the residential real estate market, which is subject to a number of general business and macroeconomic conditions beyond our control. 17 Macroeconomic conditions that could adversely impact the growth of the real estate market and have a material adverse effect on our business include, but are not limited to, economic slowdown or recession, increased unemployment, increased energy costs, reductions in the availability of credit or higher interest rates, increased costs of obtaining mortgages, an increase in foreclosure activity, inflation, disruptions in capital markets, declines in the stock market, adverse tax policies or changes in other regulations, lower consumer confidence, lower wage and salary levels, war or terrorist attacks, natural disasters or adverse weather events, or the public perception that any of these events may occur.
Our financial performance is closely connected to the strength of the residential real estate market, which is subject to a number of general business and macroeconomic conditions beyond our control. 22 Macroeconomic conditions that could adversely impact the growth of the real estate market and have a material adverse effect on our business include, but are not limited to, economic slowdown or recession, increased unemployment, increased energy costs, reductions in the availability of credit or higher interest rates, increased costs of obtaining mortgages, an increase in foreclosure activity, inflation, disruptions in capital markets, declines in the stock market, adverse tax policies or changes in other regulations, lower consumer confidence, lower wage and salary levels, war or terrorist attacks, natural disasters or adverse weather events, or the public perception that any of these events may occur.
In addition, global macroeconomic conditions and Canadian, Israeli and U.S. financial markets remain vulnerable to the potential risks posed by exogenous shocks, which could include, among other things, political or social unrest or financial uncertainty in the United States and the European Union, complications involving terrorism and armed conflicts around the world, or other challenges to global trade or travel. 25 In addition, the past outbreak of COVID-19, and any future emergence and spread of similar pathogens, could have a material adverse impact on global economic conditions, which may adversely impact: the market price of the Common Shares, our operations, our ability to raise debt or equity financing, and the operations of our business partners, contractors and service providers.
In addition, global macroeconomic conditions and Canadian, Israeli and U.S. financial markets remain vulnerable to the potential risks posed by exogenous shocks, which could include, among other things, political or social unrest or financial uncertainty in the United States and the European Union, complications involving terrorism and armed conflicts around the world, or other challenges to global trade or travel. 30 In addition, the past outbreak of COVID-19, and any future emergence and spread of similar pathogens, could have a material adverse impact on global economic conditions, which may adversely impact: the market price of the Common Shares, our operations, our ability to raise debt or equity financing, and the operations of our business partners, contractors and service providers.
The laws of certain countries may not protect intellectual property rights to the same extent as the laws of Canada or the United States. We depend on highly skilled personnel to grow and operate its business. If we are not able to hire, retain, and motivate our key personnel, our business may be adversely affected.
The laws of certain countries may not protect intellectual property rights to the same extent as the laws of Canada or the United States. We depend on highly skilled personnel to grow and operate our business. If we are not able to hire, retain, and motivate our key personnel, our business may be adversely affected.
“Non-Canadian” generally means an individual who is neither a Canadian citizen nor a permanent resident of Canada within the meaning of the Immigration and Refugee Protection Act (Canada) who has been ordinarily resident in Canada for not more than one year after the time at which he or she first became eligible to apply for Canadian citizenship, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians. 28 Risks Related to Our Securities An investment in our securities carries a high degree of risk and should be considered as a speculative investment.
“Non-Canadian” generally means an individual who is neither a Canadian citizen nor a permanent resident of Canada within the meaning of the Immigration and Refugee Protection Act (Canada) who has been ordinarily resident in Canada for not more than one year after the time at which he or she first became eligible to apply for Canadian citizenship, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians. 33 Risks Related to Our Securities An investment in our securities carries a high degree of risk and should be considered as a speculative investment.
Our future growth, profitability and cash flows depend upon our ability to successfully implement our growth strategy, which, in turn, is dependent upon a number of factors, including our ability to: ● expand our customer base; ● increase and retain more qualified agents; ● expand into additional jurisdictions; ● support growth of existing customers; 19 ● continued financial strength and health; ● diversify into additional related businesses; ● improve our technological capabilities; ● ensure skilled and well-trained employees and agents; ● enhance our platforms; and ● selectively pursue acquisitions.
Our future growth, profitability and cash flows depend upon our ability to successfully implement our growth strategy, which, in turn, is dependent upon a number of factors, including our ability to: ● expand our customer base; ● increase and retain more qualified agents; ● expand into additional jurisdictions; ● support growth of existing customers; 24 ● continued financial strength and health; ● diversify into additional related businesses; ● improve our technological capabilities; ● ensure skilled and well-trained employees and agents; ● enhance our platforms; and ● selectively pursue acquisitions.
Furthermore, we may be subject to legal proceedings and judgments in foreign jurisdictions and it may be difficult for U.S. stockholders to effect service of process against the officers of the Company. 27 Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect our business, results of operations and financial condition.
Furthermore, we may be subject to legal proceedings and judgments in foreign jurisdictions and it may be difficult for U.S. stockholders to effect service of process against the officers of the Company. 32 Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect our business, results of operations and financial condition.
If the cycle is almost at maturity, as we believe it is, however, it may take six to nine months to stabilize and possibly a year to return to pre-Covid 19 levels. 23 In periods of declining interest rates, prepayments on mortgages tend to increase as a result of borrowers taking advantage of lower interest rates to refinance higher interest rate mortgages, or as a result of borrowers purchasing new properties and prepaying their existing mortgages.
If the cycle is almost at maturity, as we believe it is, however, it may take six to nine months to stabilize and possibly a year to return to pre-Covid 19 levels. 28 In periods of declining interest rates, prepayments on mortgages tend to increase as a result of borrowers taking advantage of lower interest rates to refinance higher interest rate mortgages, or as a result of borrowers purchasing new properties and prepaying their existing mortgages.
Reputation loss may result in decreased customer confidence and an impediment to our overall ability to advance its services with customers, thereby having a material adverse impact on our financial performance, financial condition, cash flows and growth prospects. 26 The Company’s intellectual property rights are valuable, and any failure or inability to protect them could adversely affect its business.
Reputation loss may result in decreased customer confidence and an impediment to our overall ability to advance its services with customers, thereby having a material adverse impact on our financial performance, financial condition, cash flows and growth prospects. 31 The Company’s intellectual property rights are valuable, and any failure or inability to protect them could adversely affect our business.
Prospective investors should consider any purchase of our securities in light of the risks, expenses and problems frequently encountered by all companies in the early stages of their corporate development. 18 We may continue to incur substantial losses and negative operating cash flows and may not achieve or maintain positive cash flow or profitability in the future.
Prospective investors should consider any purchase of our securities in light of the risks, expenses and problems frequently encountered by all companies in the early stages of their corporate development. 23 We may continue to incur substantial losses and negative operating cash flows and may not achieve or maintain positive cash flow or profitability in the future.
Even if we are successful, we cannot be sure that these relationships will result in increased customer usage of its services or increased revenue. 20 Our insurance business is highly regulated, and statutory and regulatory changes may materially adversely affect our business, financial condition and results of operations.
Even if we are successful, we cannot be sure that these relationships will result in increased customer usage of its services or increased revenue. 25 Our insurance business is highly regulated, and statutory and regulatory changes may materially adversely affect our business, financial condition and results of operations.
In addition, computer malware, viruses, and hacking and phishing attacks by third parties are prevalent in our industry. 21 Moreover, our platform could be breached if vulnerabilities in our platform or third-party applications are exploited by unauthorized third parties or due to employee error, breakdown of our internal security processes and procedures, malfeasance, or otherwise.
In addition, computer malware, viruses, and hacking and phishing attacks by third parties are prevalent in our industry. 26 Moreover, our platform could be breached if vulnerabilities in our platform or third-party applications are exploited by unauthorized third parties or due to employee error, breakdown of our internal security processes and procedures, malfeasance, or otherwise.
In addition, a security breach could require that we expend substantial additional resources related to the security of information systems and disrupt our businesses. 22 We may need to develop new products and services and rapid technological change could harm our business, results of operations and financial condition.
In addition, a security breach could require that we expend substantial additional resources related to the security of information systems and disrupt our businesses. 27 We may need to develop new products and services and rapid technological change could harm our business, results of operations and financial condition.
This could have a material adverse effect on our business, financial condition and results of operations and on the amount of cash available for dividends to shareholders. 24 In addition, there are economic trends and factors that are beyond our control, which may affect our operations and business.
This could have a material adverse effect on our business, financial condition and results of operations and on the amount of cash available for dividends to shareholders. 29 In addition, there are economic trends and factors that are beyond our control, which may affect our operations and business.
We are dependent upon the successful and uninterrupted functioning of our computer and data processing systems and software including MyPineapple as well as the customized software developed by us as part of our third-party underwriting services.
We are dependent upon the successful and uninterrupted functioning of our computer and data processing systems and software including Pineapple Plus as well as the customized software developed by us as part of our third-party underwriting services.
If the O ffice of the Superintendent of Financial Institutions (“OFSI”) determines that our corporate actions do not comply with applicable Canadian law, Pineapple Insurance could face sanctions or fines, and be subject to increased capital requirements or other requirements.
If the Office of the Superintendent of Financial Institutions (“OSFI”) determines that our corporate actions do not comply with applicable Canadian law, Pineapple Insurance could face sanctions or fines, and be subject to increased capital requirements or other requirements.
There is no assurance that we will be able to continue to maintain our compliance with the NYSE American continued listing requirements. The closing price of our Common Shares on June 17, 2024 as reported by the NYSE American was $0.96.
There is no assurance that we will be able to continue to maintain our compliance with the NYSE American continued listing requirements. The closing price of our Common Shares on November 28, 2025 as reported by the NYSE American was $3.44.
If our Common Shares were to be delisted from the NYSE American, they may become subject to the SEC’s “penny stock” rules. The closing price of our Common Shares on August 31, 2024 as reported by the NYSE American was $0.88.
If our Common Shares were to be delisted from the NYSE American, they may become subject to the SEC’s “penny stock” rules. The closing price of our Common Shares on November 28, 2025 as reported by the NYSE American was $3.44.
If we fail to maintain compliance with the continued listing requirements of the NYSE American, the Common Shares may be delisted from the NYSE American, which would result in a limited trading market for our Common Shares and make obtaining future debt or equity financing more difficult for the Company.
To the extent we take advantage of such reduced disclosure obligations, it may also make the comparison of our financial statements with other public companies difficult or impossible. 35 If we fail to maintain compliance with the continued listing requirements of the NYSE American, the Common Shares may be delisted from the NYSE American, which would result in a limited trading market for our Common Shares and make obtaining future debt or equity financing more difficult for the Company.
There are no laws in Canada or exchange control restrictions affecting the remittance of dividends, profits, interest, royalties and other payments by the Company to non-resident holders of the Common Shares, except as discussed below under “ Certain Canadian Federal Income Tax Consequences to Holders of our Common Shares that are Non-Resident in Canada ”.
There are no laws in Canada or exchange control restrictions affecting the remittance of dividends, profits, interest, royalties and other payments by the Company to non-resident holders of the Common Shares.
Thus, holders of the Common Shares bear the risk of our future offerings reducing the market price of the Common Shares and diluting their holdings in the Common Shares. 29 We have never paid dividends on our capital stock and we do not anticipate paying any dividends in the foreseeable future.
Thus, holders of the Common Shares bear the risk of our future offerings reducing the market price of the Common Shares and diluting their holdings in the Common Shares.
ITEM 1A. RISK FACTORS Risks Related to the Company We are dependent on the residential real estate market.
We are dependent on the residential real estate market.
Removed
Upon the consummation of this offering, we will have a relatively small public float due to the relatively small size of this offering, and the concentrated ownership of our Common Shares among our executive officers, directors and greater than 5% stockholders.
Added
ITEM 1A. RISK FACTORS Risks Related to the Company We intend to use the net proceeds from the Private Placement to purchase digital assets, including INJ, the price of which has been, and will likely continue to be, highly volatile.
Removed
As a result of our small public float, our Common Shares may be less liquid and have greater stock price volatility than the common shares of companies with broader public ownership.
Added
Our operating results and share price may significantly fluctuate, including due to the highly volatile nature of the price of such digital assets and erratic market movements. We intend to use the net proceeds from the Private Placement to purchase or otherwise acquire INJ and for the establishment of our digital asset treasury operations.
Removed
To the extent we take advantage of such reduced disclosure obligations, it may also make the comparison of our financial statements with other public companies difficult or impossible. 30 Our management team will have broad discretion to use the net proceeds from this offering and its investment of these proceeds may not yield a favorable return.
Added
Digital assets, such as INJ, generally are highly volatile assets, including as a result of shifts in market sentiment, speculative trading, macroeconomic trends, technology-related disruptions and regulatory announcements.
Removed
They may invest the proceeds of this offering in ways with which investors disagree. Our management team will have broad discretion in the application of the net proceeds from this offering and could spend or invest the proceeds in ways with which our shareholders disagree.
Added
In addition, digital assets do not pay interest or other returns, unless utilized in staking or financial applications, and so the ability to generate a return on investment from the net proceeds of any capital raisings will principally depend on whether there is appreciation in the value of digital assets following our purchases of digital assets with the net proceeds from such capital raisings.
Removed
Accordingly, investors will need to rely on our management team’s judgment with respect to the use of these proceeds. We intend to use the proceeds from this offering in the manner described in the section entitled “Use of Proceeds.” The failure by management to apply these funds effectively could negatively affect our ability to operate and grow our business.
Added
Future fluctuations in digital asset trading prices may result in our converting digital assets into cash with a value substantially below what we paid for such digital assets. 16 We have adopted a digital asset treasury strategy with a focus on INJ, and we may be unable to successfully implement this new strategy.
Removed
We cannot specify with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering. In addition, the amount, allocation and timing of our actual expenditures will depend upon numerous factors. Accordingly, we will have broad discretion in using these proceeds.
Added
We have adopted a digital asset treasury primarily dedicated to INJ and potential acquisitions INJ, including through staking and other decentralized finance activities. There is no assurance that we will be able to successfully implement this new strategy or operate Injective-related activities at the scale or profitability currently anticipated.
Removed
Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value. It is not possible to predict the actual number of shares we will sell under the EPA to the Selling Shareholder or the actual gross proceeds resulting from those sales.
Added
This strategic shift requires specialized employee skillsets and operational, technical and compliance infrastructure to support INJ and related staking activities. This also requires that we implement different security protocols and treasury management practices.
Removed
Further, we may not have access to the full amount available under the EPA with the Selling Shareholder.
Added
Further, there is ongoing scrutiny and limited formal guidance from regulatory agencies, including NYSE American and the SEC, with respect to the treatment of public company cryptocurrency strategies. There is no assurance that we will be able to execute this Treasury Strategy by building out the needed infrastructure within the timeframe that we currently anticipate.
Removed
Effective as of May 10, 2024, we entered into the EPA with the Selling Shareholder, pursuant to which the Selling Shareholder has committed to purchase up to $15,000,000 of shares of the Company’s Common Shares, subject to certain limitations and conditions set forth in the EPA.
Added
Errors by key management could result in significant loss of funds and reduced rewards. As a result, our shift towards INJ could have a material adverse effect on our business and financial condition.
Removed
The Company’s Common Shares that may be issued under the EPA may be sold by us to the Selling Shareholder at our discretion from time to time. We generally have the right to control the timing and amount of any sales of our Common Shares to the Selling Shareholder under the EPA.
Added
Our Common Shares may trade at a discount to our net asset value, and investors could experience losses unrelated to the performance of our underlying digital asset holdings. The market price of our Common Shares may not reflect, and at times may trade materially below, our net asset value (“ NAV ”) per share.
Removed
Sales of the Company’s Common Shares, if any, to the Selling Shareholder under the EPA will depend upon market conditions and other factors to be determined by us.
Added
A variety of factors may cause the trading price of our Common Shares to deviate from our NAV, including overall market conditions, investor sentiment toward digital assets or our business model, the liquidity and volatility of the specific digital assets we hold, the availability and cost of capital to market participants, the level of short interest in our Common Shares, actual or perceived governance or operational risks, and the absence of any redemption or exchange feature that would allow shareholders to realize NAV directly.
Removed
We may ultimately decide to sell to the Selling Shareholder all, some or none of the Company’s Common Shares that may be available for us to sell to the Selling Shareholder pursuant to the EPA.
Added
As a result, the market price of our Common Shares may be influenced by factors other than the value of our underlying assets alone and there can be no assurance that our Common Shares will trade at or near NAV .
Removed
Because the purchase price per share to be paid by the Selling Shareholder for the Company’s Common Shares that we may elect to sell to the Selling Shareholder under the EPA, if any, will fluctuate based on the market prices of the Company’s Common Shares prior to each issuance made pursuant to the EPA, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of the Company’s Common Shares that we will sell to the Selling Shareholder under the EPA, the purchase price per share that the Selling Shareholder will pay for shares purchased from us under the EPA, or the aggregate gross proceeds that we will receive from those purchases by the Selling Shareholder under the EPA, if any.
Added
If our Common Shares trade at a discount to NAV, investors who sell shares may receive less than the value of our underlying assets per share, and the discount could impair our ability to raise capital on favorable terms.
Removed
Moreover, although the EPA provides that we may sell up to an aggregate of $15,000,000 of shares of the Company’s Common Shares to the Selling Shareholder, only 12,400,110 shares of the Company’s Common Shares are being registered for resale under the registration statement that includes this prospectus.
Added
We may from time to time consider capital markets transactions, financing arrangements or other corporate actions intended to address any discount, but we are under no obligation to take such actions and any such actions, if implemented, may be limited in scope or effectiveness.
Removed
If we elect to sell to the Selling Shareholder all of the 12,400,110 shares of the Company’s Common Shares being registered for resale under this prospectus, depending on the market price of the Company’s Common Shares prior to each advance made pursuant to EPA, the actual gross proceeds from the sale of all such shares may be substantially less than the $15,000,000 available to us under the EPA, which could materially adversely affect our liquidity. 31 If it becomes necessary for us to issue and sell to the Selling Shareholder under the EPA more than the 12,400,110 shares of the Company’s Common Shares being registered for resale under this prospectus in order to receive aggregate gross proceeds equal to $15,000,000 under the EPA, we must file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling Shareholder of any such additional shares of the Company’s Common Shares we wish to sell from time to time under the EPA, which the SEC must declare effective.
Added
Our shift towards an Injective-focused strategy requires substantial changes in our day-to-day operations and exposes us to significant operational risks. Our shift towards an INJ treasury-focused strategy, including staking and other decentralized finance activities, exposes us to significant operational risks. The Injective ecosystem rapidly evolves, with frequent upgrades and protocol changes that may require significant adjustments to our operational setup.
Removed
Any issuance and sale by us under the EPA of the Company’s Common Shares in addition to the 12,400,110 shares of the Company’s Common Shares being registered for resale by the Selling Shareholder under the registration statement that includes this prospectus could cause additional dilution to our stockholders.
Added
The upgrades and protocol changes may require that we incur unanticipated costs and could cause temporary service disruptions to the Injective network. We may also need to employ third-party service providers in our operations, which may introduce risks outside of our control, including significant cybersecurity risks.
Removed
We are not required or permitted to issue any shares of the Company’s Common Shares under the EPA if such issuance would breach our obligations under the rules or regulations of NYSE American.
Added
Any of these operational risks could materially and adversely affect our ability to execute the Treasury Strategy and may prevent us from realizing positive returns and could severely hurt our financial condition. The concentration of our INJ holdings enhances the risks inherent in our Injective-focused strategy.
Removed
In addition, the Selling Shareholder will not be required to purchase any shares of the Company’s Common Shares if such sale would result in the Selling Shareholder’s beneficial ownership exceeding 4.99% of the then issued and outstanding shares of the Company’s Common Shares.
Added
We have and intend to purchase INJ and increase our overall holdings of INJ in the future. The intended concentration of our INJ holdings limits the risk mitigation that we could achieve if we were to purchase a more diversified portfolio of treasury assets, and the absence of diversification enhances the risks inherent in our Injective-focused strategy.
Removed
Our inability to access a part or all of the amount available under the EPA, in the absence of any other financing sources, could have a material adverse effect on our business.
Added
If the Injective network is disrupted or encounters any unanticipated difficulties, the value of INJ could be negatively impacted.
Removed
We are contractually obligated to prepare and file with the SEC multiple registration statements providing for the resale of the substantial majority of the outstanding Common Shares. Pursuant to the EPA, we may issue and sell up to $15 million of Common Shares to the Selling Shareholder.
Added
If the Injective network is disrupted or encounters any unanticipated difficulties, then the processing of transactions on the Injective network may be disrupted, which in turn may prevent us from depositing or withdrawing INJ from our accounts with our custodian or otherwise affecting INJ transactions.
Removed
The price at which we may issue and sell shares will be 95% of the lowest daily volume weighted average price of the Company’s Common Shares on the NYSE American during the five (5) trading days immediately preceding the respective put notice date, in each case as reported by Quotestream or other reputable source designated by the Selling Shareholder (the “Market Price”).
Added
Such disruptions could include, for example: the insolvency, business failure, interruption, default, failure to perform, security breach, or other problems of participants, custodians, or others; the closing of INJ trading platforms due to fraud, failures, security breaches or otherwise; or network outages or congestion, power outages, or other problems or disruptions affecting the Injective network.
Removed
Assuming that (a) we issue and sell the full $15 million of Common Shares under the EPA to the Selling Shareholder, (b) no beneficial ownership limitations, and (c) purchase price for such sales is $1.00 or $3.00 per share, such additional issuances would represent in the aggregate approximately 15,000,000 or 5,000,000 additional Common Shares, respectively, or approximately 63% or 36% of the total number of Common Shares outstanding as of the date hereof, after giving effect to such issuance.
Added
Any disruption of the Injective network could result in the inability of the Company to transfer or sell INJ, and the price of INJ. 17 INJ and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty, which could materially adversely affect the Company’s financial position, operations and prospects.
Removed
If the beneficial ownership limitation is not waived, we may issue approximately 269,480 Common Shares, or approximately 19.99% of the total number of Common Shares outstanding as of the date hereof.
Added
INJ and other digital assets, as well as applications on blockchain networks such as Injective, are relatively novel and are subject to significant uncertainty, which could adversely impact their price.
Removed
Assuming a (i) Market Price of $ 0.92, (ii) no beneficial ownership limitations, and (iii) the receipt of stockholder approval to exceed the exchange cap, we may issue up to 13,169,492 Common Shares, which would reflect approximately 150% of the outstanding shares of our Common Shares as of the date hereof after giving effect to such issuances.
Added
The application of state and federal securities laws and other laws and regulations to digital assets and blockchain-based applications is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of INJ or other digital assets, or the ability of blockchain-based applications to operate.
Removed
The Market Price of our Common Shares on August 31, 2024, was $0.88.
Added
The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of INJ or the ability of individuals or institutions such as us to own or transfer INJ and utilize blockchain-based applications on networks such as Injective.
Removed
Assuming this is the Market Price used as a basis for the calculations for the put notice under the EPA, the price per share for sales to the Selling Shareholder would be $0.84 (95% of the Market Price), and we would be able to sell 269,480 shares to the Selling Shareholder (with beneficial ownership limit), and receive gross proceeds of $226,363.
Added
For example, the U.S. executive branch, the SEC, the European Union’s Markets in Crypto Assets Regulation, among others, have been active in recent years, and in the United Kingdom, the Financial Services and Markets Act 2023 became law.
Removed
Such number of shares would comprise approximately 19.99% of our issued and outstanding Common Shares, which would result in additional dilution of our shareholders.
Added
Additionally, legislative and regulatory priorities may change depending on changes in leadership, as evidenced by recent and proposed initiatives such as the Genius Act of 2025, the anticipated Digital Asset Market Clarity Act, and updates to the Commission’s Regulatory Flexibility Agenda.
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Item 2. Properties
Properties — owned and leased real estate
1 edited+2 added−0 removed2 unchanged
Item 2. Properties
Properties — owned and leased real estate
1 edited+2 added−0 removed2 unchanged
2024 filing
2025 filing
Biggest changeThe Company recognized a right-of-use asset and corresponding lease liability in respect of this lease. Our registered and records office is located at 67 Mowat Avenue, Suite 122, Toronto, Ontario M6K 3E3. We believe that our current office space will be adequate for the foreseeable future.
Biggest changeThe Company recognized a right-of-use asset and corresponding lease liability in respect of this lease. We believe that our current office space will be adequate for the foreseeable future. In addition to its Ontario offices, the Company previously leased premises located at Unit #601, 2950 Glen Drive, Coquitlam, British Columbia, under a five-year lease that commenced August 1, 2023.
Added
On August 21, 2025, the Company executed a Lease Surrender Agreement with the landlord, providing for the surrender and termination of the lease effective July 31, 2025. Under the agreement, the Company delivered vacant possession of the premises, surrendered all rights under the lease, and paid a surrender fee of $24,875.75 plus applicable taxes.
Added
The landlord accepted the early surrender subject to the terms outlined in the agreement. Our registered and records office is located at 67 Mowat Avenue, Suite 122, Toronto, Ontario M6K 3E3
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
1 edited+3 added−0 removed1 unchanged
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
1 edited+3 added−0 removed1 unchanged
2024 filing
2025 filing
Biggest changeWe are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Biggest changeAt this time, the Company does not expect the outcome of this proceeding to have a material adverse effect on its business, financial condition, or results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Added
On June 2025, Centurion One Capital Corp., Kia Besharat, and Break Point Ventures Ltd. commenced a civil proceeding in the Ontario Superior Court of Justice (Court File No. CV-25-00744393-0000) against Pineapple Financial Inc. The claim relates to alleged fees and compensation under two consulting and advisory agreements: the March 1 2022 Consulting Agreement with Mr.
Added
Kia Besharat and the January 10 2024 Financial Advisory Services Agreement with Centurion One Capital Corp. The Company has filed a Statement of Defense dated July 10 2025, denying all allegations and asserting that both agreements were properly terminated in November 2024 following repudiation by the plaintiffs.
Added
Pineapple maintains that all amounts owing under the contracts were fully settled prior to termination, that no referral or advisory fees are payable, and that the plaintiffs are not entitled to any additional relief, including oppression or unjust-enrichment claims Statement of Defense . Management believes that this matter is without merit and intends to vigorously defend the action.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
3 edited+2 added−0 removed1 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
3 edited+2 added−0 removed1 unchanged
2024 filing
2025 filing
Biggest changeThe declaration and payment of any dividends in the future is at the discretion of the Board and will depend on numerous factors, including compliance with applicable laws, financial performance, working capital requirements of the Company and its subsidiaries, as applicable and such other factors as its directors consider appropriate. Unregistered Sales of Equity Securities Not applicable.
Biggest changeThe declaration and payment of any dividends in the future is at the discretion of the Board and will depend on numerous factors, including compliance with applicable laws, financial performance, working capital requirements of the Company and its subsidiaries, as applicable and such other factors as its directors consider appropriate.
This does not include shares held in the name of a broker, bank, or other nominees (typically referred to as being held in “street name”). 34 Dividend Policy We have not, since the date of our incorporation, declared or paid any dividends or other distributions on our Common Shares, and do not currently have a policy with respect to the payment of dividends or other distributions.
This does not include shares held in the name of a broker, bank, or other nominees (typically referred to as being held in “street name”). 38 Dividend Policy We have not, since the date of our incorporation, declared or paid any dividends or other distributions on our Common Shares, and do not currently have a policy with respect to the payment of dividends or other distributions.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common shares are listed on the NYSE American under the symbol “PAPL.” Shareholders As of December 19, 2024, we had 95 shareholders of record .
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common shares are listed on the NYSE American under the symbol “PAPL.” Shareholders As of November 28, 2025, we had 99 shareholders of record.
Added
Unregistered Sales of Equity Securities On September 2, 2025, the Company entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which the Company sold and issued, in a private placement offering, Subscription Receipts of the Company at an offering price of $3.80 per Subscription Receipt with respect to certain purchasers, and $4.16 per Subscription Receipt, with respect to certain purchasers.
Added
Purchasers tendered, at the election of each Purchaser, U.S. dollars or INJ tokens to the Company as consideration for the Subscription Receipts. Each Subscription Receipt is exchangeable for one Common Share upon meeting the Escrow Release Conditions. ITEM 6. [RESERVED] Not applicable.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
18 edited+77 added−58 removed31 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
18 edited+77 added−58 removed31 unchanged
2024 filing
2025 filing
Biggest changeComparison of the years ended August 31, 2024 and 2023 Year Ended August 31, 2024 ($) August 31, 2023 ($) Increase/ (Decrease) ($) Increase/ (Decrease) % Revenue 2,688,987 2,502,264 186,723 7.46 Expenses Selling, general and administrative 2,382,225 2,170,149 212,076 9.77 Advertising and Marketing 860,047 844,797 15,250 1.81 Salaries, wages and benefits 2,436,783 2,330,127 106,656 4.48 Interest expense and bank charges 93,472 56,316 37,156 65.98 Depreciation 838,843 441,159 397,684 90.15 Share-based compensation - 33,091 (33,091 ) (100.00 ) Government Incentive (97,646 ) (591,480 ) (493,834 ) (83.49 ) Total expense 6,513,724 5,284,159 1,229,562 23.27 Loss from operations (3,824,737 ) (2,781,895 ) 1,042,842 37.49 (Loss) Gain on extinguishment of liability ( 156,339 ) (27,143 ) 129,196 475.98 Foreign exchange gain (loss) ( 38,836 ) ( 38,836 ) 100.00 ) Gain(loss) on change in fair value of warrant liability 63,769 - 63,769 100.00 Gain(loss) on change in fair value of conversion feature liability 76,543 - 76,543 100.00 Accretion expense ( 223,059 ) - ( 223,059 ) 100.00 Loss before income taxes (4,102,659 ) (2,809,037 ) (1,293,622 ) 46.05 Loss after income taxes (4,102,659 ) (2,809,037 ) (1,293,622 ) 46.05 Revenue Gross billings increased from $15.027 million for the fiscal year ending August 31, 2023, to $16.264 million for the fiscal year ending August 31, 2024, representing a year-over-year increase of 8.23%.
Biggest changeComparison of the years ended August 31, 2025 and 2024 Year Ended August 31, 2025 ($) August 31, 2024 ($) Increase/ (Decrease) ($) Increase/ (Decrease) % Revenue 2,986,823 2,688,987 297,836 11.08 Expenses Selling, general and administrative 2,253,944 2,382,225 (128,281 ) (5.38 ) Advertising and Marketing 669,482 860,047 (190,565 ) (22.16 ) Salaries, wages and benefits 1,645,024 2,436,783 (791,759 ) (32.49 ) Interest expense and bank charges 336,115 93,472 242,643 259.59 Depreciation 862,104 838,843 23,261 2.77 Share-based compensation 235,006 - 235,006 100.00 Government incentive (70,555 ) (97,646 ) 27,091 (27.74 ) Loss on disposal of asset 3,596 - 3,596 100.00 Total expense 5,934,716 6,513,724 (578,008 ) (8.89 ) Loss from operations (2,947,893 ) (3,824,737 ) 876,844 (22.93 ) (Loss) Gain on extinguishment of liability - (156,339 ) 156,339 100 Foreign exchange gain (loss) 10,133 (38,836 ) 48,969 (126.09 ) Gain(loss) on change in fair value of warrant liability (608,537 ) 63,769 (672,306 ) (1,054.28 ) Gain(loss) on change in fair value of conversion feature liability - 76,543 (76,543 ) (100.00 ) Accretion expense - (223,059 ) 223,059 100.00 Financing cost – Warrant issue (164,280 ) - (164,280 ) (100.00 ) Other income 72,113 - 72,113 100.00 Net loss (3,638,465 ) (4,102,659 ) 464,194 (11.31 ) Revenue Gross billings increased from $16.264 million for the fiscal year ended August 31, 2024, to $17.431 million for the fiscal year ended August 31, 2025, representing a year-over-year increase of approximately 7.18%.
Under this standard, Revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with customers.
Under this standard, Revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The standard requires entities to exercise Judgment, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with customers.
While our significant accounting policies are more fully described in Note 2 in the “Notes to Financial Statements,” we believe the following accounting policies are critical to making effective judgments and estimates in preparing our financial statements. 44 Revenue Recognition The Company has adopted ASC 606, Revenue from Contracts with Customers, which provides a single comprehensive model for revenue recognition.
While our significant accounting policies are more fully described in Note 2 in the “Notes to Financial Statements,” we believe the following accounting policies are critical to making effective judgments and estimates in preparing our financial statements. 47 Revenue Recognition The Company has adopted ASC 606, Revenue from Contracts with Customers, which provides a single comprehensive model for revenue recognition.
Other Income: Other income includes a technology setup fee and sponsorship fee. 37 Components of operating expenses Our operating expenses, as presented in the statement of operations data, include salaries, commissions and team member benefits, general and administrative expenses, marketing and advertising expenses, and others.
Other Income: Other income includes a technology setup fee and sponsorship fee. 41 Components of operating expenses Our operating expenses, as presented in the statement of operations data, include salaries, commissions and team member benefits, general and administrative expenses, marketing and advertising expenses, and others.
We recognize lease liabilities to make lease payments and right-of- use assets representing the right to use the underlying assets. 45 At the commencement date of the lease, we recognize lease liabilities measured at the present value of lease payments to be made over the lease term.
We recognize lease liabilities to make lease payments and right-of- use assets representing the right to use the underlying assets. 48 At the commencement date of the lease, we recognize lease liabilities measured at the present value of lease payments to be made over the lease term.
The Company operates an online platform powered by Salesforce, that enables brokers and agents to efficiently close deals. The Company’s subsidiary, Pineapple Insurance Inc., generates Revenue by charging premiums for insurance policies and services. Pineapple Insurance is affiliated with a major insurance company, from which it earns commissions for providing services, primarily mortgage insurance.
The Company operates an online platform, that enables brokers and agents to efficiently close deals. The Company’s subsidiary, Pineapple Insurance Inc., generates Revenue by charging premiums for insurance policies and services. Pineapple Insurance is affiliated with a major insurance company, from which it earns commissions for providing services, primarily mortgage insurance. Mortgage insurance is a offered for each mortgage.
Subscription Revenue: Users access and use our technology platform, MyPineapple, for a flat monthly service fee of $117 In exchange for this fee, users of MyPineapple have access to a network management system that allows them to perform back- office procedures more efficiently and effectively.
Subscription Revenue: Users access and use our technology platform, Pineapple Plus, for a flat monthly service fee of $145.00 In exchange for this fee, users of Pineapple Plus have access to a network management system that allows them to perform back- office procedures more efficiently and effectively.
For mortgages of $390,000 and less, we charge an underwriting fee of $273; for mortgages greater than $300,000, the Company charges an underwriting fee of $390. The Company has undertaken a special program to educate and inform users of this service in further detail. Approximately 40% of the deals originated by users are using this service.
For mortgages of $179,575 and less, we charge an underwriting fee of $251; for mortgages greater than $179,575, the Company charges an underwriting fee of $359. The Company has undertaken a special program to educate and inform users of this service in further detail. Approximately 40% of the deals originated by users are using this service.
Mortgage insurance is a requirement for each mortgage. Pineapple Insurance acts as the agent that supplies insurance services to the consumer and is paid a commission from the premiums collected by the insurance company whose products and services it provides to the end consumer. Additionally, Pineapple Insurance has adopted ASC 606.
Pineapple Insurance acts as the agent that supplies insurance services to the consumer and is paid a commission from the premiums collected by the insurance company whose products and services it provides to the end consumer.
Year Ended August 31, 2024 2023 2022 Mortgage volume 1,528,926,510 1,398,464,338 1,785,424,632 Gross billing 16,264,172 15,026,896 19,497,519 Commission expense 14,895,885 13,931,836 16,780,133 Net sales revenue 1,368,287 1,095,060 2,717,385 Underwriting revenue 153,757 148,080 266,731 Subscription revenue 738,697 736,708 616,734 Other income 428,246 522,416 266,731 Our sources of revenue include commissions from lenders, underwriting revenue, membership fees from mortgage agents, and other income. 36 Gross Billing Revenue: Gross billing revenue refer to commission collected from financial institutions with whom it has contracts in place.
Year ended August 31, 2025 2024 2023 Mortgage volume 1,598,776,840 1,528,926,510 1,398,464,338 Gross billing 17,431,300 16,264,172 15,026,896 Commission expense 15,826,657 14,895,885 13,931,836 Net sales revenue 1,604,644 1,368,287 1,095,060 Insurance 197,852 - - Underwriting revenue 125,828 153,757 148,080 Subscription revenue 750,042 738,697 736,708 Other income 308,458 428,246 522,416 Our sources of revenue include commissions from lenders, underwriting revenue, membership fees from mortgage agents, and other income. 40 Gross Billing: The Company earns revenue from its mortgage brokerage operations based on commissions received from financial institutions with whom it has contractual arrangements.
The following table summarizes our cash flows from operating, investing and financing activities: Year Ended August 31, 2024 ($) August 31, 2023 ($) Increase/ (Decrease) ($) Cash (used) provided in operating activities (1,708,261 ) (2,116,105 ) 407,843 Cash (used) provided by financing activities 2,912,627 349,008 2,563,619 Cash (used) provided in investing activities (1,117,390 ) (1,362,298 ) 244,908 Cash at the end of the period 580,356 720,365 (140,009 ) Net cash flow from (used in) operating activities Year Ended Description August 31, 2024 ($) August 31, 2023 ($) Operating activities Net loss (4,102,659 ) (2,809,037 ) Adjustments for the following non-cash items: Depreciation of property and equipment 87,803 67,674 Amortization of intangible assets 616,532 265,150 Depreciation on right of use asset 134,508 108,335 Interest expense on lease liability 62,604 56,316 Share-based compensation - 33,091 Write-down of investment - 27,143 Change in fair value of warrant liabilities 63,769 - Accretion expense 223,059 - Loss on extinguishment of liability 156,339 Foreign exchange gain (loss) 38,836 - Chang in fair value of conversion feature liability (76,543 ) - Net changes in non-cash working capital balances: Trade and other receivables 603,764 (26,242 ) Prepaid expenses and deposits 60,239 265,545 Accounts payable and accrued liabilities 519,943 (174,795 ) Income taxes receivable - 70,715 Deferred Government Grant (208,376 ) - Deferred revenue 111,921 - (1,708,261 ) (2,116,105 ) 42 Our primary source of cash flow comes from our core business operations.
The following table summarizes our cash flows from operating, investing and financing activities: Year Ended August 31, 2025 ($) August 31, 2023 ($) Increase/ (Decrease) ($) Cash (used) provided in operating activities (946,820 ) (1,708,261 ) 761,441 Cash (used) provided by financing activities 3,458,306 2,912,627 545,679 Cash (used) provided in investing activities (944,187 ) (1,117,390 ) (173,203 ) Cash at the end of the period 2,117,371 580,356 1,537,015 Net cash flow from (used in) operating activities Year Ended Description August 31, 2025 ($) August 31, 2024 ($) Operating activities Net loss (3,638,465 ) (4,102,659 ) Adjustments for the following non-cash items: Depreciation of property and equipment 82,113 87,803 Amortization of intangible assets 592,942 616,532 Depreciation on right of use asset 187,048 134,508 Interest expense on lease liability 51,431 62,604 Share-based compensation 235,006 - Bad debt written off 48,524 - Change in fair value of warrant liabilities 608,537 63,769 Accretion expense - 223,059 Loss on extinguishment of liability - 156,339 Loss on derecognition of right of use asset and liability 3,596 - Foreign exchange gain (loss) - 38,836 Chang in fair value of conversion feature liability - (76,543 ) Net changes in non-cash working capital balances: Trade and other receivables 14,477 603,764 Prepaid expenses and deposits 47,910 60,239 Accounts payable and accrued liabilities 999,683 519,943 Deferred Government Grant (176,253 ) (208,376 ) Deferred revenue (3,369 ) 111,921 (946,820 ) (1,708,261 ) 45 Liquidity Outlook and Ability to Continue as a Going Concern The Company has incurred recurring operating losses and continues to experience negative cash flows from operations.
There will be a foreign currency translation undertaken to report under US GAAP which will be the basis of presentation. Lease Accounting The relevant criteria applicable is ASC 842. We assess at contract inception whether a contract is, or contains, a lease.
There will be a foreign currency translation undertaken to report under US GAAP which will be the basis of presentation.
That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We apply a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets.
We apply a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets.
The total amount of both investments was recorded at fair value, and any impairment loss is recognized in profit and loss account. 46 Share Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee, non-employee or director is required to perform the services in exchange for the award (presumptively, the vesting period).
The total amount of both investments was recorded at fair value, and any impairment loss is recognized in profit and loss account. 49 Share-Based Compensation The Company accounts for share-based compensation in accordance with ASC 718, Compensation — Stock Compensation, which requires the recognition of the fair value of equity awards granted to employees, directors, and consultants as compensation expense over the vesting period.
Our goal is to provide clients with an industry-leading experience through our trusted digital solutions that are simple and fast. 35 Recent Developments Business Trends Throughout 2022 and 2023, the Bank of Canada raised the prime rate multiple times to address inflationary pressures, which significantly increased mortgage interest rates.
Our goal is to provide clients with an industry-leading experience through our trusted digital solutions that are simple and fast. 39 Recent Developments Business Trends Throughout fiscal 2025, the Canadian mortgage market continued to adjust following the Bank of Canada’s multi-stage monetary policy easing that began in mid-2024.
During the year ended August 31, 2024, the Company’s net cash used in operating activities decreased to $1,708,261 from $2,116,105 in the previous year ended August 31, 2023. This decrease of outflow of cash was primarily due to lower cash expenses as compared to the previous year.
Net Cash Used in Operating Activities Net cash used in operating activities was $946,820 for the fiscal year ended August 31, 2025, compared to $1,708,261 for the fiscal year ended August 31, 2024, an improvement of $761,441.
The breakdown of selling, general and administrative expenses are as follows: Year Ended August 31, 2024 ($) August 31, 2023 ($) Increase/ (Decrease) ($) Increase/ (Decrease) % Software subscription 898,870 816,913 81,957 10.03 Office and general 199,756 187,818 11,938 6.36 Professional fee 414,482 661,265 (201,783 ) (30.52 ) Dues and subscription 269,106 58,366 210,740 361.07 Rent 207,560 165,750 41,810 25.22 Consulting fee 62,598 210,063 (147,465 ) (70.20 ) Travel 160,643 97,372 63,271 64.98 Donations 7,449 46,002 (38,553 ) (83.81 ) Lease expense 71,148 7,534 63,614 844.36 Insurance 90,613 (80,934 ) 171,547 (211.96 ) 2,382,225 2,170,149 212,076 9.77 Selling, general, and administrative expenses increased by $212,076, or 9.77%, from $2,170,149 during the fiscal year ended August 31, 2023, to $2,382,225 during the fiscal year ended August 31, 2024.
The breakdown of selling, general and administrative expenses are as follows: Year Ended August 31, 2025 ($) August 31, 2024 ($) Increase/ (Decrease) ($) Increase/ (Decrease) % Software subscription 747,234 898,870 (151,636 ) (16.87 ) Office and general 206,180 199,756 6,424 3.22 Professional fee 291,084 414,482 (123,398 ) (29.77 ) Dues and subscription 612,476 269,106 343,370 127.60 Rent 210,206 207,560 2,646 1.27 Consulting fee 58,890 62,598 (3,708 ) (5.92 ) Travel 33,289 160,643 (127,355 ) (79.28 ) Donations 788 7,449 (6,661 ) (89.42 ) Lease expense 1,805 71,148 (69,343 ) (97.46 ) Insurance 91,993 90,613 1,380 1.52 2,253,944 2,382,225 (128,281 ) (5.38 ) Selling, General and Administrative (“SG&A”) Expenses Selling, general, and administrative (“SG&A”) expenses decreased by $128,281, or 5.38%, from $2,382,225 for the fiscal year ended August 31, 2024, to $2,253,944 for the fiscal year ended August 31, 2025.
During fiscal year ended August 31, 2024, we generated $ 1.529 billion in residential mortgage loans compared to $1.399 billion in the previous financial year, which ended on August 31, 2023. This amount represents an increase of $130.462 million or 9.33% compared to the same period that ended on August 31, 2023.
During the fiscal year ended August 31, 2025, we generated approximately $1.599 billion in residential mortgage loan originations, compared to $1.529 billion in the prior fiscal year ended August 31, 2024.
Removed
However, beginning in mid-2024, the Bank of Canada reduced the policy rate by 1.25%, aiming to stabilize the economy and improve affordability. Despite this, the elevated mortgage rates and ongoing economic uncertainty continued to suppress demand for mortgage originations in 2024.
Added
The Bank reduced its benchmark overnight rate by a cumulative 225 basis points through September 2025, helping to stabilize borrowing costs and gradually improve affordability in several regional housing markets. While these rate reductions provided meaningful relief to borrowers, overall mortgage origination volumes remained below pre-2022 levels due to lingering affordability constraints, limited housing supply, and sustained lender prudence.
Removed
While the market shows early signs of recovery due to improved consumer confidence, the overall mortgage origination market remained contracted compared to pre-2022 levels. Summary of the Year Ended August 31, 2024.
Added
Within this environment, renewal and refinance activity continued to represent a larger proportion of total mortgage transactions, while new-purchase originations grew at a more measured pace. Despite these headwinds, Pineapple Financial Inc. remained resilient and continued to expand its operational footprint.
Removed
Our net loss stood at $4.102 million for the year ended August 31, 2024, as compared to the $2.809 million recorded in the same period on August 31, 2023. Key Performance Indicators As part of our business operations, we closely track several key performance indicators (KPIs) that help us measure our performance.
Added
The Company also advanced its technology capabilities through continued development of its proprietary Pineapple Plus platform, including upgraded workflow automation tools, enhanced CRM features, and integrated insurance and financial-product modules. These improvements contributed to higher productivity per agent and stronger client engagement, even in a subdued housing market.
Removed
The Company’s gross billing is based on a percentage of mortgage amount funded between individual referred by the Company and financial institutions funding the mortgage. We are an agent in these deals as we provide the platform for other parties to provide services to the end-user.
Added
In addition, the Company’s investments in data-driven marketing and digital lead-generation tools supported stable fee-based revenues during the year.
Removed
For each contract with a customer, the Company identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognizes revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.
Added
Early fourth-quarter indicators reflected increased application activity and lead generation driven primarily by renewal and refinance transactions, positioning the Company to benefit from a gradual recovery in mortgage activity as interest rates normalize and borrower confidence continues to improve heading into fiscal 2026. Summary of the Year Ended August 31, 2025.
Removed
The Company recognizes revenue when: a contract exists with a lender party and an agent broker, the contract identifies the use of the platform service to close a mortgage deal, the mortgage deal has been closed with the lending financial institution, and commissions paid by the lending financial institution based on various criteria of the mortgage deal including but not limited to interest rates available at that time, term, seasonality, collateral, income, purpose, etc.
Added
This represents an increase of $70 million, or approximately 4.6 percent year over year, driven primarily by higher renewal and refinance volumes, improved broker productivity, and continued adoption of our Pineapple Plus digital platform.
Removed
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business. Revenue is recognized at the end of the deal upon completion of all the actions listed above. A typical transaction attracts a commission fee payable to Pineapple Financial Inc.
Added
Our net loss for the year ended August 31, 2025, was approximately $3.538 million, compared to a net loss of $4.093 million for the prior fiscal year.
Removed
This program is intended to further increase the number of deals and improve the services offered.
Added
The year-over-year improvement in net loss primarily reflects higher funded mortgage volumes, efficiency gains from technology investments, and disciplined cost management, partially offset by continued expenditures in platform development, compliance enhancements, and strategic growth initiatives. Key Performance Indicators As part of our business operations, we closely track several key performance indicators (KPIs) that help us measure our performance.
Removed
To address high inflation, the Bank of Canada increased its policy rate from 2.5% on September 1, 2022, to 5.0% by August 31, 2023. However, beginning June 5, 2024, the Bank of Canada initiated rate reductions, decreasing the policy rate by 125 basis points to 3.75%.
Added
Gross billing represents the total commission earned from lending institutions on funded mortgage transactions. As the Company engages licensed mortgage agents and brokers who are responsible for originating and closing mortgage transactions, a significant portion of the gross billing is paid out as commissions and referral fees to those agents.
Removed
While this reduction has the potential to bolster consumer confidence, the real estate market remains subdued, contributing to decreased real estate transactions and a corresponding decline in mortgage activity. 38 Revenue for the year ended August 31, 2024, increased to $2,688,988 from $2,502,264 in the year ended August 31, 2023, representing a 7.46% year-over-year growth.
Added
Accordingly, the Company presents revenue on a net basis, calculated as gross billing less commissions and payouts to mortgage agents, as the Company acts as an agent in these arrangements.
Removed
This increase is primarily attributed to the Company’s efforts in enhancing its software offerings, which improved customer retention and attracted new agents. Additionally, strategic investments in marketing and operational efficiency during a challenging economic environment contributed to this positive performance despite the broader contraction in the mortgage origination market.
Added
Under ASC 606, Revenue from Contracts with Customers, the Company evaluates each contract to identify performance obligations, determine the transaction price, allocate the transaction price to the performance obligations, and recognize revenue when control of the promised service is transferred to the customer.
Removed
This growth reflects the resilience of the Company’s business model and its ability to adapt to fluctuating market conditions. Cost of gross billing During the fiscal year ended August 31, 2024, the cost of revenue increased to $14.895 million, compared to $13.932 million in the prior fiscal year ended August 31, 2023.
Added
For each mortgage transaction, revenue is recognized when: ● A binding contract exists between the borrower, the mortgage agent, and the lending institution; ● The Company provides access to, and support through, its technology platform to facilitate the mortgage transaction; ● The mortgage loan is funded by the lender; and ● The Company’s commission from the lender becomes fixed and collectible.
Removed
This increase aligns with the growth in gross billing and reflects higher transaction volumes. Additionally, the cost increase is attributed to the company’s strategic focus on leveraging high-volume agents to drive business, who typically operate at lower margins but generate higher transaction volumes, resulting in increased variable costs. Selling, General and Administrative Expenses.
Added
The Company’s performance obligation is satisfied at a point in time, when the mortgage is funded and all platform-related services for that transaction have been completed. Revenue is measured as the net amount retained by the Company after remitting the applicable commission and referral fees to mortgage agents and sub-brokers.
Removed
This increase reflects the company’s disciplined approach to maintaining essential expenses amidst a depressed economic environment.
Added
This net revenue reflects the Company’s role as an intermediary providing technology infrastructure, compliance oversight, and workflow support, rather than acting as the primary obligor in the mortgage funding transaction.
Removed
Adjusting for inflation, expenses effectively decreased in real terms, demonstrating the company’s commitment to cost efficiency and prudent financial management while ensuring sustained support for core operations and strategic initiatives. 39 Software subscription expenses increased by $81,957, or 10.03%, from $816,913 for the year ended August 31, 2023, to $898,870 for the year ended August 31, 2024.
Added
This program is intended to further increase the number of deals and improve the services offered. Insurance commission Revenue: The Company earns insurance commission revenue through Pineapple Insurance, which acts as a broker for third-party insurance carriers. When customers purchase insurance policies through our platform, the Company receives commissions from the insurance providers based on premiums written.
Removed
This increase is primarily attributable to the continued development and enhancement of our proprietary software, which necessitated the use of complementary third-party subscription tools. These tools have been critical in ensuring the software meets industry standards and client expectations.
Added
The Company acts as a principal in these transactions because it is responsible for sourcing customers, facilitating the placement of insurance products, and managing the full service process. Commission revenue is recognized at the point in time when the underlying insurance policy becomes effective and our performance obligations are satisfied.
Removed
Once our proprietary software is fully developed, reliance on external subscriptions is expected to decrease significantly, leading to long-term cost savings and improved operational efficiency. Office and general expenses increased by $11,938 or 6.36%, from $187,818 for the fiscal year ended August 31, 2023, to $199,756 for the fiscal year ended August 31, 2024.
Added
Insurance commission revenue is presented net of referral fees, agent commissions, and other consideration payable to mortgage agents or third-party partners, as these amounts represent direct transaction-related costs. Renewal commissions are recognized only when they become fixed and determinable based on confirmation from the insurance carriers.
Removed
This increase reflects the cost increase due to inflation. Professional fees decreased by $201,783, or 30.52%, from $661,265 for the fiscal year ended August 31, 2023, to $414,482 for the fiscal year ended August 31, 2024.
Added
This growth was primarily driven by a moderate recovery in mortgage origination activity, improved renewal and refinance volumes, and higher agent productivity. The Bank of Canada’s continued monetary easing, reducing the policy rate from 5.00% in mid-2024 to 3.25% by August 31, 2025, contributed to improved affordability and renewed consumer confidence, though housing market activity remained below pre-2022 levels.
Removed
This significant decrease is primarily attributable to the completion of IPO-related activities on November 3, 2023, which resulted in a reduction in legal, accounting, and advisory expenses. During the prior year, the company incurred substantial costs to achieve the IPO milestone.
Added
Revenue for the year ended August 31, 2025 was $2.987 million, compared to $2.689 million for the year ended August 31, 2024, representing an increase of $297,836, or 11.08% year-over-year. The increase was primarily driven by stronger net mortgage-brokerage revenue, supported by higher funded volumes and improved agent productivity.
Removed
The decrease also reflects the transition to a steady-state operating environment post-IPO, with reduced reliance on external consultants and professional services. Dues and subscriptions increased significantly from $58,366 during the year ended August 31, 2023, to $269,106 for the year ended August 31, 2024, representing a 361.07% increase.
Added
Subscription revenue and underwriting fees remained stable, reflecting continued adoption and usage of the Company’s Pineapple Plus platform. The overall growth in revenue demonstrates the resilience of the Company’s core operations despite ongoing softness in the Canadian real estate market and tighter lending conditions.
Removed
This substantial rise is primarily attributable to additional regulatory and listing fees incurred following the Company’s IPO, including NYSE subscription fees and other compliance-related charges. These fees are essential to maintaining our public listing and ensuring compliance with the regulatory requirements of a publicly traded company.
Added
Cost of Gross Billing The cost of gross billing, represented primarily by commission expense, increased from $14.896 million in fiscal 2024 to $15.827 million in fiscal 2025, reflecting a 6.25% increase year-over-year. This increase was consistent with higher funded mortgage volumes and the Company’s strategic focus on supporting high-volume agents.
Removed
Consulting fees decreased significantly by $147,465, or 70.20%, from $210,063 for the fiscal year ended August 31, 2023, to $62,598 for the fiscal year ended August 31, 2024. This decline is primarily attributed to the completion of IPO-related activities, which required substantial consulting support in the prior year.
Added
While these agents typically operate at lower commission margins, they generate higher overall transaction throughput, leading to higher aggregate commission payouts. The Company continues to balance growth in gross billings with disciplined cost management through enhanced automation, centralized underwriting, and agent-performance analytics to improve profitability margins over time. 42 Selling, General and Administrative Expenses.
Removed
The decrease also reflects the company’s strategic shift toward utilizing in-house resources for post-IPO operations and a focus on optimizing recurring expenses to align with the company’s long-term cost management initiatives. Travel expenses increased by $63,271, or 64.98%, from $97,372 for the fiscal year ended August 31, 2023, to $160,643 for the fiscal year ended August 31, 2024.
Added
The reduction reflects the Company’s continued focus on prudent cost management and operational efficiency while maintaining robust support for its national mortgage network and technology-driven growth initiatives. Management implemented targeted efficiency measures, particularly in software, administrative overhead, and travel, without compromising business effectiveness or service quality.
Removed
This increase reflects higher management travel to attend investor conferences and engage with stakeholders to present the company’s vision and growth strategy, a critical activity following the IPO.
Added
Software Subscription Software subscription expenses decreased by $151,636, or 16.87%, to $747,234 in fiscal 2025, primarily reflecting the optimization of technology infrastructure and the consolidation of third-party software tools into the Company’s proprietary Pineapple Plus platform. This reduction demonstrates the Company’s strategic progress toward self-sufficiency and reduced reliance on external software providers.
Removed
Additionally, the company prioritized in-person meetings with institutional investors and partners to strengthen relationships, which are expected to drive long-term value creation. 40 Expenses Year Ended August 31, 2024 ($) August 31, 2023 ($) Increase/ (Decrease) ($) Increase/ (Decrease) % Advertising and marketing 860,047 844,797 15,250 1.81 Salaries, wages and benefits 2,436,783 2,330,127 106,656 4.58 Interest expense and bank charges 93,472 56,316 37,156 65.98 Depreciation 838,843 441,159 397,684 90.15 Share based compensation - 33,091 (33,091 ) (100.00 ) Government incentive (97,646 ) (591,480 ) (493,834 ) (83.49 ) Advertising, marketing, and promotions expenses increased by $15,250, or 1.81%, from $844,797 for the year ended August 31, 2023, to $860,047 for the year ended August 31, 2024.
Added
Office and General Office and general expenses increased by $6,424, or 3.22%, to $206,180 for fiscal 2025, reflecting modest increases in administrative expenditures associated with operational support and office-related costs. Professional Fees Professional fees decreased by $123,398, or 29.77%, to $291,084, due to reduced reliance on external advisors following the completion of post-IPO regulatory and compliance activities.
Removed
This increase reflects the company’s strategic efforts to retain agents and sustain sales revenue amidst challenging economic and real estate market conditions. Additional investments were made to enhance brand visibility and strengthen relationships with key stakeholders to maintain market share during this period of economic uncertainty. These initiatives are expected to position the company for growth as market conditions improve.
Added
The Company has continued to strengthen internal accounting and legal functions to maintain cost efficiency while ensuring regulatory compliance. Dues and Subscriptions Dues and subscriptions increased by $343,370, or 127.60%, to $612,476 in fiscal 2025.
Removed
Salaries, wages, and benefits increase by $106,656, or 4.58%, from $2,330,127 for the fiscal year ended August 31, 2023, to $2,436,783 for the fiscal year ended August 31, 2024. This nominal increase reflects the company’s efforts to align compensation with inflation while maintaining a disciplined approach to expense management.
Added
This increase primarily reflects higher listing and regulatory compliance costs associated with maintaining the Company’s NYSE American listing, as well as expanded use of data-analytics subscriptions supporting the Pineapple Plus platform. Rent Rent expense remained consistent, rising slightly by $2,646, or 1.27%, to $210,206, reflecting stable lease terms and effective space-utilization management.
Removed
The nominal increase also supports retaining key talent and ensuring competitive employee benefits during a challenging economic environment, which is essential for sustaining business continuity and future growth. Depreciation and Amortization Pineapple Financial continues to actively invest in the development of its proprietary software to enhance functionality and meet market demands.
Added
Consulting Fees Consulting fees decreased marginally by $3,708, or 5.92%, to 58,890, as the Company continues to transition project-based consulting functions to in-house resources. Travel Travel expenses declined significantly by $127,355, or 79.28%, to $33,289, as management prioritized virtual engagement and implemented cost controls for non-essential travel.
Removed
During the fiscal year ended August 31, 2024, $1.112 million was capitalized as intangible assets, primarily representing salaries, wages, and benefits of staff directly involved in the development process. This strategic investment underscores the Company’s commitment to innovation and long-term growth.
Added
Donations Donations decreased by $6,661, or 89.42%, to $788, reflecting the Company’s ongoing focus on cost efficiency and resource reallocation toward growth and technology investments. Lease Expense Lease expenses decreased by $69,343, or 97.46%, to $1,805, following the expiration of prior-year short-term lease commitments.
Removed
The increase in intangible assets has contributed to higher amortization expenses during the year, reflecting the progressive utilization of these investments in delivering value to our operations and clients. 41 Government based incentive During the fiscal year ended August 31, 2023, the Company successfully claimed and received Scientific Research and Experimental Development (SR&ED) tax credits from the CRA for the fiscal years ended August 31, 2022, and August 31, 2021.
Added
Insurance Insurance expenses increased slightly by $1,380, or 1.52%, to $91,993, due to normal fluctuations in annual premiums and policy renewals. 43 Expenses Year Ended August 31, 2025 ($) August 31, 2024 ($) Increase/ (Decrease) ($) Increase/ (Decrease) % Advertising and marketing 669,482 860,047 (190,565 ) (22.16 ) Salaries, wages and benefits 1,645,024 2,436,783 (791,759 ) (32.49 ) Interest expense and bank charges 336,115 93,472 242,643 259.59 Depreciation 862,104 838,843 23,261 2.77 Share based compensation 235,006 - 235,006 100.00 Government incentive (70,555 ) (97,646 ) 27,091 27.74 Advertising and Marketing Advertising and marketing expenses decreased by $190,565, or 22.16%, from $860,047 in fiscal 2024 to $669,482 in fiscal 2025.
Removed
These claims provided a valuable source of non-dilutive funding to support the Company’s innovation initiatives. However, following the completion of our IPO on November 3, 2023, the Company no longer qualifies for SR&ED tax credits under CRA regulations, resulting in a decrease in credit recognition for the fiscal year ended August 31, 2024.
Added
The decrease reflects a continued shift toward cost-efficient, digital-first marketing initiatives and reduced discretionary brand-promotion spending. Management focused on targeted agent-acquisition and retention campaigns, which require lower cash investment while maintaining brand visibility and market engagement. Salaries, Wages, and Benefits Salaries, wages, and benefits decreased by $791,759 or 32.49%, from $2,436,783 in fiscal 2024 to $1,645,024 in fiscal 2025.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
4 edited+0 added−0 removed5 unchanged
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
4 edited+0 added−0 removed5 unchanged
2024 filing
2025 filing
Biggest changeYear Ended August 31, 2024 ($) August 31, 2023 ($) Cash 580,356 720,365 Trade and other receivables 155,224 758,988 Prepaid expenses and deposit 157,910 218,150 893,490 1,697,503 Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due.
Biggest changeYear Ended August 31, 2025 ($) August 31, 2024 ($) Cash 2,117,371 580,356 Trade and other receivables 92,223 155,224 Prepaid expenses and deposit 110,001 157,910 2,319,595 893,491 Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due.
Interest rate risk We do not face interest rate risk as we do not have any variable-rate loans or borrowings. 49 Credit risk Credit risk is the risk of financial loss to the Corporation if a counterparty to a financial instrument fails to meet its contractual obligations.
Interest rate risk We do not face interest rate risk as we do not have any variable-rate loans or borrowings. 52 Credit risk Credit risk is the risk of financial loss to the Corporation if a counterparty to a financial instrument fails to meet its contractual obligations.
As of August 31, 2024, $37,800 of our trade receivables are greater than 90 days outstanding, as compared to $2,572 for August 31, 2023. A decline in economic conditions or other adverse conditions experienced by brokerage and agents could impact the collectability of the Corporation’s accounts receivable.
As of August 31, 2025, $64,163 of our trade receivables are greater than 90 days outstanding, as compared to $33,942 for August 31, 2024. A decline in economic conditions or other adverse conditions experienced by brokerage and agents could impact the collectability of the Corporation’s accounts receivable.
As of August 31, 2024, the Company’s contractual cash flow obligations and their maturities are as follows: Cash flow under contract ($) Within 1 year Greater than 1 year ($) Accounts payable and accrued liabilities 1,125,477 1,125,477 - Lease obligations 977,107 161,508 815,599 50
As of August 31, 2025, the Company’s contractual cash flow obligations and their maturities are as follows: Cash flow under contract ($) Within 1 year Greater than 1 year ($) Accounts payable and accrued liabilities 2,125,160 2,125,160 - Lease obligations 699,959 138,859 561,100 Loan 629,120 629,120 53