8-K
PINEAPPLE, INC. (PNPL)
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
Dateof Report: June 12, 2023
(Dateof earliest event reported)
PINEAPPLE,
INC.
(Exactname of registrant as specified in its charter)
Commission
File Number: 000-55896
| Nevada | 47-5185484 |
|---|---|
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
10351Santa Monica Blvd., Suite 420
LosAngeles, California 90025
(Addressof principal executive offices, including zip code)
(877)310-7675
(Registrant’stelephone number, including area code)
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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Commonstock, $0.0000001 par value per share | PNPL | OTC Pink |
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. ☐
Item1.01. Entry into a Material Definitive Agreement.
On June 12, 2023, Pineapple, Inc., a Nevada corporation (the “Company”) entered into an Amendment to the Letter of Intent, by and between the Company and Matthew Feinstein (the “Amended LOI”), which amends the Letter of Intent, dated September 28, 2022. Pursuant to the Amended LOI, the Company shall acquire 100% of the issued and outstanding shares of the common stock of Pineapple Wellness, Inc., a California corporation (“PW”) from Matthew Feinstein, the Chief Financial Officer, Director and shareholder of the Company and also the sole shareholder of PW, in exchange for 1,000,000 shares of the Company’s common stock, par value per share $0.0000001 (the “Shares”). The issuance of the Shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibits No | Description |
|---|---|
| 10.1 | Amendment to the Letter of Intent dated June 12, 2023 |
| 99.1 | Press Release of Pineapple, Inc., dated June 14, 2023 |
| 104 | Cover<br> Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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 hereunto duly authorized.
| PINEAPPLE, INC. | ||
|---|---|---|
| By: | /s/ Shawn Credle | |
| Date:<br> June 14, 2023 | Name: | Shawn<br> Credle |
| Title: | Chief<br> Executive Officer |
Exhibit10.1
Matthew Feinstein
June 12, 2023
Pineapple, Inc.
Attn: Shawn Credle
10351 Santa Monica Blvd. #420 Los Angeles, CA 90025
RE:Amendment to Letter of Intent of September 28, 2022
Dear Mr. Credle:
This amendment to the letter of intent signed September 28, 2022 (“Amended Letter of Intent or ALOI”) sets forth our understanding as to the basic terms of the purchase of Entity and transfer of the same between, Pineapple, Inc. (“PNPL”), and MatthewFeinstein (“FEINSTEIN”), the current holder of said assets. By signing this letter, PNPL and FEINSTEIN confirm the terms set forth herein. This Amended Letter of Intent is legally binding in nature and does not require additional agreements to be executed.
Recitals:
WHEREAS, FEINSTEIN is the current 100% owner of PINEAPPLE WELLNESS, INC., (“the Asset”), which also owns the website www.PineappleWellness.com , and retail storefront at 8783 W. Pico Blvd., to be launched as a branded ‘Pineapple Wellness’ store selling CBD products and apparel.
WHEREAS, FEINSTEIN hereby agrees to sell 100% interest in the Entity for a purchase price of 1,000,000 common shares of PNPL to be issued upon mutual execution of this ALOI.
IT IS THEREBY AGREED THAT:
FEINSTEIN hereby agrees to sell 100% interest in the Entity for a purchase price of 1,000,000 common shares of PNPL to be issued upon mutual execution of this ALOI.
Page 2
Expenses. Except as otherwise provided herein, PNPL and FEINSTEIN shall each pay their own respective fees and other out-of-pocket expenses incurred in connection with the transactions contemplated herein.
Governing Law. This Letter of Intent will be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
Counterparts. This Letter of Intent may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Letter of Intent and all of which, when taken together, will be deemed to constitute one and the same agreement.
If the foregoing reflects your understanding of the basic terms of the proposed transaction, please sign a copy of this letter in the space indicated below and return the same to me.
| Very truly yours, | ||
|---|---|---|
| Matthew Feinstein | ||
| Acknowledged and agreed <br><br>this 12^th^ day of June 2023. | ||
| By: | MATTHEW<br> FEINSTEIN | |
| Acknowledged and agreed <br><br>this 12^th^ day of June 2023. | ||
| By: | Shawn<br> Credle, CEO | |
| Pineapple,<br> Inc. |
Exhibit99.1
PineappleInc. Acquires CBD Wellness Company Pineapple Wellness Inc.
Companyadds wholly owned subsidiary to portfolio for hemp CBD transaction in-store and online at PineappleWellness.com
LOS ANGELES, CA – June 14, 2023 - PINEAPPLE, INC. (OTC Pink: PNPL) (the “Company” or “Pineapple”), a company in the legal cannabis industry that focuses on non-plant touching activities, such as leases to licensed cannabis operators, online and in-store hemp-derived CBD transactions, and cannabis business licensing and consulting services, is pleased to announce the completion of acquiring Pineapple Wellness, Inc. and its e-commerce platform, PineappleWellness.com.
Pineapple chairman, Matthew Feinstein, commented as follows: “This acquisition was a long time in the making and was delayed for months while we developed the asset prior to its finalization. We now are the proud benefactors of a fully functioning e-commerce website, trademarks, and also a noteworthy brand name and branded domain of Pineapple Wellness. In addition, we are building a first-in-class wellness store at the intersection of Pico and Robertson, just steps away from Beverly Hills. We couldn’t be happier with this outcome. This subsidiary is a nice complement to our existing cannabis real estate leasing ventures.”
CEO and President Shawn Credle remarked, “Pineapple Wellness will look to be a leader in the Hemp-CBD industry. As a member of the Benzinga Cannabis Advisory Board, we continue to see the increasing rise of the Hemp-CBD market particularly because it’s legal nationwide and in more and more countries. With our new Flagship Pineapple Wellness retail location slated to open soon, it will be a strong brick & mortar foundation and supporting arm to our already existing ecommerce site that ships our products nationwide. This strategy will also allow us to expand into other markets as those opportunities arise. Our Flagship location will also hold special red carpet Pineapple Wellness events such as celebrity/influencer product signings, CBD massage sessions as well as educational seminars on the various recommended uses of CBD. In addition, as Pineapple Wellness products are Hemp-CBD only, we will be taking Pineapple on the road to pop-up wellness events and conferences around the country and the world where it is legally allowed. I’m very excited for the future of Pineapple Wellness. We are poised and positioned to be a leader and accomplish amazing things in the Hemp-CBD space.”
AboutPineapple, 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-LookingStatements:
All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “expects”, “anticipates”, “intends”, “estimates”, “plans”, “potential”, “possible”, “probable”, “believes”, “seeks”, “may”, “might”, “will”, “will likely result”, “would”, “should”, “could”, continue”, “target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements. These factors include uncertainties as to changes in economic conditions, competition and other risks including, but not limited to, those described from in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2023, and other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof and the Company disclaims any obligations to update these statements except as may be required by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
CompanyContact:
Matthew Feinstein, Director
Pineapple, Inc.
Office: 877-310-PNPL