PAPL Pineapple Financial Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 18, 2025

 

PINEAPPLE FINANCIAL INC.

(Exact name of registrant as specified in charter)

 

Canada		001-41738		Not applicable
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

Unit 200, 111 Gordon Baker Road

North York, Ontario M2H 3R1

(Address of principal executive offices) (Zip Code)

 

(416) 669-2046

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, no par value		PAPL		NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth ☒

 

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 18, 2025, the Board of Pineapple Financial Inc. (the “Company”) received by email a resignation letter from Nima Besharat, a director of the Company, pursuant to which Mr. Besharat resigned as director of the Company, effective immediately.

 

The Company respectfully disagrees with the substance of and the assertions and characterizations that are contained in the Resignation Letter. A copy of the Resignation Letter and the Company’s response are attached as Exhibit 17.1 and Exhibit 17.2, respectively, to this Current Report and is incorporated herein by this reference.

 

The Company has provided Mr. Besharat with a copy of the disclosures in this Form 8-K and the opportunity to furnish the Company with a letter addressed to the Company stating whether he agrees with the statements made by the Company in response to this Item 5.02 and if not, stating the respects in which he does not agree. Upon the receipt of any such letter from Mr. Besharat, the Company will file any such letter as an exhibit to an amendment to this Form 8-K, no later than two business days after it is received.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.		Description
17.1		Resignation Letter from Nima Besharat
17.2		Company’s response to the Resignation Letter from Nima Besharat
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	PINEAPPLE FINANCIAL INC.
Dated: February 25, 2025
	By:	/s/ Shubha Dasgupta
	Name:	Shubha Dasgupta
	Title:	Chief Executive Officer

 

 

Exhibit 17.1

 

VIA EMAIL

 

Dear Mr. Green,

 

I am writing to hereby resign from the Board of Directors of Pineapple Financial (NYSE American: PAPL) effectively immediately due to serious corporate governance concerns surrounding how the company is managed as public company and your lack of leadership as Chairman of Pineapple Financial.

 

	1)	Mr. Dasgupta and Mr. Marin have repeatedly failed to seek assistance from accounting professionals in relation to the cleansing of the pre-IPO shares and financial governance concerns raised by the Ontario Securities Commission. By managing the process themselves without financial and accounting support (i.e., failed budget forecasts) they have significantly delayed the cleansing of the pre-IPO shares which has resulted in shareholder destruction for Centurion One Capital shareholders that invested in the $9.3M financing led by Centurion One Capital banking professionals. There has been a violation of a duty of care from management which has amounted to gross negligence, and it would be prudent that an independent accounting firm be engaged to review the actions taken by Mr. Dasgupta and Mr. Marin since the company’s IPO.
	2)	My request to call a board meeting was declined by you which has resulted in my inability to act in good faith and in the honest belief that the current actions taken by Mr. Dasgupta and Mr. Marin are in the best interest of the company. Namely, I have not been given the ability to demonstrate that I have adequately considered all material information (i.e., going concern of Pineapple Financial and recent loan agreement) available to me and relevant in making prudent governance decision making in light of Pineapple Financial continuing as a going concern. You asked me to have a call with Mr. John Muffolini whose performance was noteworthy of an Oscar nomination – he failed to address my concerns and simply pointed to the recently filed financial statements and auditor notes.
	3)	You continue to receive monthly payments as Chairman and co-founder. It is not in the best interest of the company and shareholders for you to take monthly payments given the current financial condition of the company. The data / KPI demonstrates that you have never created superior returns / value for Canadian and US shareholders for companies that you are Chairman and/or shareholder.

 

	●	EMERGE – $7.0M market cap.
	●	Parvis Invest – $2.7M market cap.
	●	Monaghan Fund – $123,000 market cap.
	●	American Aires – $20.0M market cap.
	●	Apollo Insurance - $0
	●	Pineapple Financial - $3.9M market cap.

 

TOTAL MARKET CAPITALIZATION: $33.9M. None of the above-mentioned companies that you are Chairman and shareholder have reached or will reach $1B+ market capitalization. It is my recommendation that you resign as Chairman and allow Mr. Dasgupta and Mr. Marin along with the board to find a suitable Chairman that has technology experience and created superior returns for Canadian and US shareholders in the public markets.

 

I ask that Pineapple remove my name from the Pineapple Financial website due to significant reputational risk and contemplated litigation as a result of my position as CEO of Centurion One Capital, a leading independent investment bank in North America.

 

Kind regards,

 

Nima

 

 

 

 

 

Exhibit 17.2

 

Pineapple Financial Inc.’s Response to the Resignation Letter from Nima Besharat

 

Following a thorough review of Nima Besharat’s actions as a director of Pineapple Financial Inc. (PAPL), the board of directors determined that his continued service was not in the best interest of the company and its shareholders. As such, it was decided that he would not be re-elected at the upcoming Annual General Meeting (AGM). After receiving the AGM materials, which did not include him for re-election, Nima Besharat submitted his resignation. While his resignation cited disagreements with the company, this decision came only after being informed of his removal.

 

Board’s Decision and Rationale

 

Throughout his tenure, Nima Besharat’s firm, Centurion One Capital, engaged in multiple unprofessional, threatening, and attack-laden meetings with Pineapple’s management and board. These interactions included documented hostile exchanges, which created a challenging and unproductive working relationship. During a meeting on November 13, 2024, attended by representatives from both Pineapple and Centurion, Kia Besharat—Executive Chairman of Centurion One Capital and Nima Besharat’s brother—made several inappropriate and aggressive remarks, which are documented in official meeting minutes. His statements included repeated profanity, personal attacks against Pineapple’s leadership, and threats regarding financial demands, despite no formal invoicing or contractual basis for such claims. Following this meeting, further aggressive emails were sent, continuing the same threatening tone.

 

Nima Besharat, as CEO of Centurion One Capital and the brother of Kia Besharat, was determined by the board to have a clear conflict of interest, particularly given Centurion One’s ongoing involvement in advisory and financial matters related to the company. Based on legal counsel’s advice, the board agreed to wait until the AGM to formalize his removal. Additionally, management decided to terminate its engagement with Kia Besharat and Centurion One Capital, which had been receiving a monthly retainer of $5,000. This engagement officially ended as of December 1, 2024.

 

As concerns around governance and decision-making escalated, a board meeting was requested in late December, just days before Christmas, when much of management was out of town. Prior to this, the Chair of the Board arranged a discussion with John Mufflioni (MNP) to address these concerns and ensure a proper review of the situation. Management also made an offer to Nima Besharat to schedule a board meeting to discuss the matter, but no response was received.

 

Once the AGM materials were mailed out, formally indicating that Nima was not included for re-election, a series of escalating emails followed from Kia Besharat. These communications included threats against Pineapple’s management and direct messages to shareholders containing allegations against the company’s leadership. This pattern of behavior was concerning, particularly given prior instances where Nima Besharat had been removed from other boards for similar conduct.

 

The decision to remove Nima Besharat from the board was made with full consideration of the company’s best interests, corporate governance principles, and legal guidance. His resignation, following the distribution of AGM materials, further reinforces that his departure was a direct result of the board’s decision rather than a voluntary step based on philosophical differences with management.

 

Pineapple Financial remains committed to maintaining a professional and constructive leadership team that operates with transparency, integrity, and a focus on delivering long-term value to shareholders. The company will continue to ensure that governance decisions align with these values, fostering a productive environment for all stakeholders.

 

 

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Cover	Feb. 18, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 18, 2025
Entity File Number	001-41738
Entity Registrant Name	PINEAPPLE FINANCIAL INC.
Entity Central Index Key	0001938109
Entity Incorporation, State or Country Code	Z4
Entity Address, Address Line One	Unit 200
Entity Address, Address Line Two	111 Gordon Baker Road
Entity Address, City or Town	North York
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	M2H 3R1
City Area Code	(416)
Local Phone Number	669-2046
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	PAPL
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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