PAPL Pineapple Financial Inc. - 8-K

Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers

As
previously disclosed, on September 2, 2025, Pineapple Financial Inc. (the “Company”) entered into a securities purchase agreement,
as amended on September 4, 2025, November 3, 2025, November 7, 2025, December 3, 2025 and December 5, 2025 (as amended, the “Purchase
Agreement”), with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to sell and
issue to the Purchasers in a private placement offering subscription receipts (the “Subscription Receipts”) of the Company
at an offering price of $3.80 per Subscription Receipt, with respect to certain purchasers, and $4.16 per Subscription Receipt with respect
to certain purchasers. The Subscription Receipts are governed by the terms of that certain subscription receipt agreement, dated September
4, 2025 (the “Subscription Receipt Agreement”).

Pursuant
to the Purchase Agreement, the Company agreed, among other things, immediately prior to the Escrow Release Date (as defined in
the Subscription Receipt Agreement), to appoint to the Board of Directors of the Company, one additional individual nominated by the
Injective Foundation with knowledge and expertise in the crypto industry (the “Director Nominee”), and to
form the Special Advisory Committee of the Board of Directors of the Company consisting of three directors, including the Director
Nominee (the “Advisory Committee”).

Appointment
of New Director

On
December 18, 2025, the Board of Directors of the Company unanimously appointed Anthony Georgiades, the Director Nominee, to serve as a director of the Company, effective immediately. Mr. Georgiades
will serve as a member of the Board of Directors until his successor is duly elected or appointed and qualified or until his earlier
death, resignation, disqualification or removal, subject to applicable law, the Company’s constating documents, and applicable
NYSE American listing standards. The Board of Directors further approved the appointment of Mr. Georgiades to serve as the Chair of the
Advisory Committee, as described below. The Compensation Committee of the Board of Directors will take all action necessary to establish
director compensation for Mr. Georgiades within 30 calendar days of his appointment on the Board of Directors.

Anthony
Georgiades is a General Partner at Innovating Capital, a technology-focused investment firm investing across cybersecurity, enterprise
infrastructure, and digital asset ecosystems. Mr. Georgiades serves as a board member, observer, and advisor to multiple portfolio companies,
where he works closely with management teams on corporate governance, capital markets strategy, risk oversight, and long-term operational
execution across both early- and growth-stage businesses.

In
his role at Innovating Capital, Mr. Georgiades is actively involved in capital formation, strategic planning, and portfolio development,
and regularly advises leadership teams on scaling initiatives, organizational design, and market expansion. Mr. Georgiades studied finance,
management, and computer science at the University of Pennsylvania’s Wharton School of Business and School of Engineering and Applied
Science.

Except
as described herein, are no arrangements or understandings between Mr. Georgiades and any other person pursuant to which he was selected
as a director, and there are no family relationships between Mr. Georgiades and any director or other officer of the Company. Mr. Georgiades
does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.

Item
8.01. Other Events

Special
Advisory Committee

On
December 18, 2025, the Board of Directors of the Company established the Advisory Committee to oversee the Company’s digital asset
treasury strategy and the implementation of the Company’s treasury reserve policy in connection therewith. The Board of Directors
appointed Anthony Georgiades, Drew Green, and Paul Baron as the initial members of the Advisory Committee, with Mr. Georgiades as the
Chair of the Advisory Committee. The Advisory Committee is authorized to engage such independent advisors (including, without limitation,
legal, financial and compliance advisors) as the Advisory Committee deems necessary to carry out its responsibilities, including the
engagement of up to three individuals identified by the Injective Foundation as strategic advisors to the Committee. The Board of Directors
further approved the appointment of Messrs. Eric Chen, Mirza Uddin and Cooper Emmons (collectively, the “Advisors”) as the
initial strategic advisors to the Advisory Committee and authorized the Advisory Committee to enter into advisory agreements with each
of the Advisors providing, among other terms: (i) that the Advisors will provide advice to the Committee and the Board of Directors
relating to the treasury strategy and the drafting and implementation of the Company’s treasury reserve policy, (ii) an
initial term of one year, with provision for automatic renewal subject to customary exceptions, and (iii) annual compensation of $5,000,
payable in cash.