Pineapple Financial Inc S-1/A, filed Jul 5, 2023
Pineapple Financial Inc. (PTIV)
As filed with the Securities and Exchange Commission on July 5, 2023
Registration No. 333-268636
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PINEAPPLE FINANCIAL INC.
(Exact Name of Registrant as Specified in its Charter)
| Ontario, Canada | 6199 | Not applicable | ||
| (State
or Other Jurisdiction of Incorporation or Organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Unit 200, 111 Gordon Baker Road
North York, Ontario M2H 3R1
Tel: (416) 669-2046
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Shubha Dasgupta
Chief Executive Officer
Unit 200, 111 Gordon Baker Road
North York, Ontario M2H 3R1
Tel: (416) 669-2046
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Gregory Sichenzia, Esq. Darrin Ocasio, Esq. Barrett DiPaolo, Esq. Sichenzia
Ross Ference LLP New York, NY 10036 Telephone: (212) 930-9700 Facsimile: (212) 930-9725 |
Joseph M. Lucosky, Esq. Lawrence Metelitsa, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830 Telephone: (732) 395-4400 Facsimile: (732) 395-4401 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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 the definitions 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 4 to the Registration Statement on Form S-1 of Pineapple Financial, Inc. (the “Company”) (File No. 333-268636) is being filed as an exhibit-only filing solely to file the Opinion of Sichenzia Ross Ference LLP. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the referenced exhibits. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.
Item 16. Exhibits and Financial Statement Schedules
EXHIBIT INDEX
* Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in City of North York, Province of Ontario, Canada on July 5, 2023.
| 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 | July 5, 2023 | ||
| Shubha Dasgupta | (Principal Executive Officer) | |||
| /s/ Sarfraz Habib | Chief Financial Officer | July 5, 2023 | ||
| Sarfraz Habib | (Principal Accounting and Financial Officer) | |||
| /s/ * | President; Chief Operating Officer; and Director | July 5, 2023 | ||
| Kendall Marin | ||||
| /s/ * | Chief Strategy Officer and Director | July 5, 2023 | ||
| Christa Mitchell | ||||
| /s/ * | Chairman of the Board | July 5, 2023 | ||
| Drew Green | ||||
| /s/ * | Director | July 5, 2023 | ||
| Paul Baron | ||||
| /s/ * | Director | July 5, 2023 | ||
| Tasis Giannoukakis | ||||
| /s/ * | Director | July 5, 2023 | ||
| Nima Besharat |
Exhibit 5.2
July 5, 2023
Pineapple Financial Inc.
200-111 Gordon Baker Road
Toronto, Ontario M2H 3R1
Canada
Re: Registration Statement on Form S-1
File No. 333-268636
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form S-1 (as amended, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), filed by Pineapple Financial Inc., a Canadian corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”).
The Registration Statement pertains to an underwritten offering and relates to the issuance and sale by the Company of common shares (the “Common Shares”) and warrants to purchase Common Shares to be issued to the representative of the underwriters thereunder (the “Representative’s Warrants”). We understand that the Common Shares and Representative’s Warrants are to be sold as described in the Registration Statement.
We are acting as U.S. securities counsel for the Company in connection with the Registration Statement. We have examined the Registration Statement and the form of Representative’s Warrants and have also examined and relied upon such other documents as we have deemed necessary for purposes of rendering the opinion hereinafter set forth.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We are rendering this opinion as to New York law. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York. In particular, we do not purport to pass on any matter governed by the laws of Canada.
Based upon and subject to the foregoing, we are of the opinion that, when issued and sold in the manner described in the Registration Statement, the Representative’s Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms under the laws of the State of New York..
The opinion set forth herein is rendered as of the date hereof, and we assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur (which may have retroactive effect). In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ and debtors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.
This opinion is rendered to you in connection with the filing of the Registration Statement. This opinion may not be relied upon for any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior written consent.
We hereby consent to the filing of this opinion as Exhibits 5.2 and 23.2 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Registration Statement and in any Registration Statement pursuant to Rule 462(b) under the Securities Act. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
| Very truly yours, | |
| /s/ Sichenzia Ross Ference LLP | |
| Sichenzia Ross Ference LLP |
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