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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) May 8, 2024
PINEAPPLE,
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-55896 |
|
47-5185484 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
12301
Wilshire Blvd. Suite 302
Los
Angeles, CA |
|
90025 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (877) 310-7675
(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 |
N/A |
|
N/A |
|
N/A |
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 company ☐
If
an emerging growth company, indicate by check mark 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
7.01. Regulation FD Disclosure.
On
May 8, 2024, Pineapple, Inc. (the “Company”) issued a press release announcing that the Company has filed Form 15 with the
Securities and Exchange Commission (the “SEC”) on May 7, 2024, to voluntarily cease the Company’s obligation to file
Exchange Act reports with the SEC. The Company will report quarterly and annual alternative reporting standard reports through OTC Markets.
The
information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this
Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required
to be disclosed solely to satisfy the requirements of Regulation FD.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
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 thereunto duly authorized.
Date:
May 8, 2024 |
PINEAPPLE,
INC. |
|
|
|
|
By: |
/s/
Shawn Credle |
|
|
Shawn
Credle |
|
|
Chief
Executive Officer |
Exhibit
99.1
Pineapple
Inc. Updates Shareholders on Recent Developments in 2024
Company
elects to file Form 15 amidst prior auditor being reprimanded by regulatory agency for matters unrelated to the Company
LOS
ANGELES, CA – May 8, 2024 – Pineapple, Inc. (OTC: PNPL) (the “Company,” “Pineapple” or “PNPL”),
a publicly traded company, today announced its filing of a Form 15 with Securities and Exchange Commission on May 7, 2024, in order to
voluntarily terminate the Company’s duty to file reports. On May 3, 2024, the Company identified an issue with the 2022 audit firm,
BF Borgers, who provided that year’s audit preparation of its financials. The Company worked with a partner at that firm, Brian
Rusywick, who was not named in any disciplinary actions. In early 2023, the Company transitioned with Mr. Rusywick to his new auditing
firm, Reliant APC.
According
to the SEC’s statement on the matter, “In terms of reports that need to be filed under the Securities Exchange Act of
1934, companies cannot include audit reports by BF Borgers for Form 10-Ks on or after May 3, the date of the commission’s order
that institutes the permanent bar. This also applies to Form 10-Qs for quarterly reports and Form 20-Fs, which are filed by foreign private
issuers.
The
statement notes that Exchange Act reports filed before May 3 do not need to be revised because of the commission’s order. “However,
issuers should consider whether their filings may need to be amended to address any reporting deficiencies arising from the BF Borgers
engagement,” the staff said.
Based
on the SEC’s guidance to companies effected by the matter, instead of filing reports with the SEC, the Company has chosen to follow
the OTC Markets Alternative Reporting standard. This will allow for public quotations of the Company’s common stock to continue
indefinitely as long as the Company remains current in those quarterly and annual filings. Alternative reporting shall continue until
the Company is ready to file its 2023 and 2024 financial audits with a new PCAOB registered firm and included within a new Form 10 filing
with the SEC.
Chairman
of Pineapple, Inc., Matthew Feinstein commented, “We are following the advice of counsel and proceeding in an abundance of caution
given the circumstances we were put in by this troubled audit firm. We look forward to providing financial transparency to our shareholder
base through financial alternative reporting filed with OTC Markets during this time and also filing to become an SEC reporting company
again, next year.”
About
Pineapple, Inc.
Pineapple,
Inc. (the “Company” or “Pineapple”) is based in Los Angeles, California. The Company procures and leases properties
to licensed cannabis operators and through its wholly owned subsidiary, Pineapple Wellness, inc., provides nationwide hemp-derived CBD
sales via online (Pineapplewellness.com) and in-store transactions at Pineapple’s flagship CBD retail location near Beverly
Hills,, CA. Through another subsidiary, Pineapple Express Consulting Inc., it also offers cannabis business licensing and consulting
services. The Company’s executive team blends enterprise-level corporate expertise with decades of combined experience operating
in the tightly-regulated cannabis industry.
Forward-Looking
Statements:
This
release contains “forward-looking statements”. Forward-looking statements also may be included in other publicly available
documents issued by PNPL and in oral statements made by our officers and representatives from time to time. These forward-looking statements
are intended to provide management’s current expectations or plans for our future operating and financial performance, based on
assumptions currently believed to be valid. They can be identified by the use of words such as “anticipate,” “intend,”
“plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,”
“strategy,” “future,” “likely,” “may,” “should,” “would,” “could,”
“will” and other words of similar meaning in connection with a discussion of future operating or financial performance.
Examples
of forward-looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations,
uses of cash and other measures of financial performance.
Because
forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause PNPL’s
actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks,
uncertainties and other factors include, among others such as, but not limited to economic conditions, changes in the laws or regulations,
demand for PNPL’s products and services, the effects of competition and other factors that could cause actual results to differ
materially from those projected or represented in the forward-looking statements. Any forward-looking information provided in this release
should be considered with these factors in mind. We caution investors not to rely unduly on any forward-looking statements and urge you
to carefully consider the risks described in our filings with the Securities and Exchange Commission from time to time, including our
most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Forms 10-Q and Current Reports on Form 8-K, which are available
on the Securities and Exchange Commission’s website at sec.gov. We assume no obligation to update any forward-looking statements
contained in this press release.
Company
Contact:
Matthew
Feinstein, Director
Pineapple,
Inc.
Office:
877-310-PNPL
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