Form 8-K - Current report

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

Exhibit
Number		Description
99.1		Press release issued by the registrant on May 8, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

Cover	May 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 08, 2024
Entity File Number	000-55896
Entity Registrant Name	PINEAPPLE, INC.
Entity Central Index Key	0001654672
Entity Tax Identification Number	47-5185484
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	12301 Wilshire Blvd
Entity Address, Address Line Two	Suite 302
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90025
City Area Code	(877)
Local Phone Number	310-7675
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false