UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-41738

PINEAPPLE FINANCIAL INC.

(Exact Name of Registrant as Specified in Its Charter)

Canada

Not applicable 00-0000000

(State or other jurisdiction

of incorporation)

(I. R. S. Employer

Identification No.)

Unit 200, 111 Gordon Baker Road

North York, Ontario M2H 3R1

(Address of principal executive offices, including ZIP code)

(416) 669-2046

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

As of August 31, 2025 (the last business day of the registrant’s most recently completed year end), the aggregate market value of the registrant’s common shares held by non-affiliates of the registrant was approximately $5.391 million, based on the closing price on that date as reported on the NYSE American LLC.

Number of shares of common shares outstanding as of December 12, 2025, was 1,345,941.

Documents Incorporated by Reference: None.

EXPLANATORY NOTE

On December 03, 2025, Pineapple Financial Inc. (the “Company”) filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended August 31, 2025 (the “Original Form 10-K”).

This Amendment No. 1 to Form 10-K (“Amendment”) of the Company is being filed solely to amend and restate item 9A Controls and Procedures of the Original Form 10-K in its entirety. Upon further evaluation, and in light of the Company’s untimely filing of the Form 10-K and the identification of material weaknesses in internal control over financial reporting, management has reconsidered its original regarding the effectiveness of its disclosure controls and procedures, and determined that the Company’s disclosure controls and procedures were not effective as of August 31, 2025.

This Amendment should be read in conjunction with the Original Form 10-K and includes only the portions of the Company’s Annual Report on Form 10-K being supplemented or amended by this Form 10-K/A. Other than as described in this explanatory note, this Amendment does not change any of the financial or other information set forth in the Original Form 10-K or the exhibits thereto. This Amendment does not reflect events that may have occurred subsequent to the filing of the Original Form 10-K.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of August 31, 2025, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

Based on this evaluation, management concluded that these disclosure controls and procedures were not effective as of that date in ensuring that information required to be disclosed in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure primarily as a result of the late filing of our Annual Report on Form 10-K for the fiscal year ended August 31, 2025 and the existence of a material weakness in our Internal Control Over Financial Reporting. The Company’s management is seeking to remedy the ineffectiveness of our disclosure controls and procedures.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal control framework is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.

While the Company, as an emerging growth company, is not currently required to maintain or formally attest to an effective system of internal control under Section 404(b) of the Sarbanes-Oxley Act, management recognizes the importance of strong controls and has taken proactive steps to enhance its control environment. These measures include:

	●	Employing qualified accounting and financial reporting personnel with clear segregation of duties.
	●	Conducting regular reconciliations and reviews to ensure accurate classification and reporting of transactions.
	●	Implementing dual-authorization procedures for significant accounting entries and payments.
	●	Maintaining a comprehensive fixed-asset register and supporting documentation for material balances.
	●	Establishing documentation for key estimates, judgments, and accounting policies.
	●	Enhancing oversight and review of financial information by senior management and the Audit Committee.

As of August 31, 2025, management evaluated the effectiveness of the Company’s internal control over financial reporting and concluded that a material weakness existed related to segregation of duties within the finance function due to the limited number of personnel involved in financial reporting.

Notwithstanding this material weakness, management believes the consolidated financial statements included in this Annual Report fairly present, in all material respects, the Company’s financial position, results of operations and cash flows in conformity with GAAP.

The Company is taking steps to enhance its internal control environment and expects to strengthen segregation of duties as additional resources become available.

Specific Remediation Plan

We have developed the following specific, actionable remediation plan to address the segregation of duties issue and mitigate the associated risk:

Remedial Measure	Description & Implementation Detail	Target Control
1. Independent Review & Approval (Compensating Control)	We are implementing mandatory, documented independent review and sign-off on all critical financial processes. This involves having [CEO/CFO/Independent Audit Committee Member] review and approve all non-routine journal entries, significant account reconciliations, and complex estimates.	Enhanced Oversight
2. Formal Control Checklist	A comprehensive, written quarter-end close checklist has been established. This checklist explicitly defines the preparer, the required compensating control (independent reviewer), and requires dated signatures to document evidence of the review.	Formalization of Process
3. External Expert Augmentation	We are engaging a qualified employee/consultant to assist with the independent review and verification of high-risk areas, such as complex accounting entries and quarterly financial statements, thereby providing true segregation of duties through an external party.	Independence & Separation
4. System Access Restriction	Access to our financial system will be formally limited based on function. For example, the individual responsible for cash disbursement processing will not have permissions to approve disbursements or perform bank reconciliations.	System-Level Control

Changes in Internal Control over Financial Reporting

During the fiscal year ended August 31, 2025, the Company implemented several improvements to strengthen its control environment. These included (i) independent review and approval processes for journal entries and account reconciliations, (ii) enhancements to segregation of duties through staffing changes and workflow automation, and (iii) updated documentation of accounting policies and procedures. There were no changes during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Attestation Report of Independent Registered Public Accounting Firm

This Annual Report does not include an attestation report of our registered independent public accounting firm regarding internal control over financial reporting, pursuant to the exemption provided to emerging growth companies under Section 103(a)(3)(C) of the Jumpstart Our Business Startups (JOBS) Act.

Limitations on Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent or detect all errors or acts of fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving its objectives. The design of a control system must reflect the fact that there are resource constraints and that management must apply judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Because of the inherent limitations in any system of internal control, misstatements due to error or fraud may occur and not be detected. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Management remains committed to maintaining a strong control environment and to continuously enhancing its systems and oversight to safeguard the integrity of the Company’s financial reporting.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, in City of North York, Province of Ontario, Canada on December 12, 2025.

PINEAPPLE FINANCIAL INC.

By:	/s/ Shubha Dasgupta
	Shubha Dasgupta
	Chief Executive Officer

By:	/s/ Sarfraz Habib
	Sarfraz Habib
	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Shubha Dasgupta	Chief Executive Officer	December 12, 2025
Shubha Dasgupta	(Principal Executive Officer)

/s/ Sarfraz Habib	Chief Financial Officer	December 12, 2025
Sarfraz Habib	(Principal Accounting and Financial Officer)

/s/ Kendall Marin	President; Chief Operating Officer; and Director	December 12, 2025
Kendall Marin

/s/ Drew Green	Chairman of the Board	December 12, 2025
Drew Green

/s/ Paul Baron	Director	December 12, 2025
Paul Baron

/s/ Tasis Giannoukakis	Director	December 12, 2025
Tasis Giannoukakis

Amendment: SEC Form 10-K/A filed by Pineapple Financial Inc.