What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-12-20 compared with 2023-12-14 · 375 added, 129 removed, 528 unchanged (49% of the section changed)

are a Canadian-based mortgage technology and brokerage company that provides mortgage brokerage services and technology solutions to

We are a Canadian-based mortgage technology and brokerage company that provides mortgage brokerage services and technology solutions to

Canadian mortgage agents, brokers, sub-brokers, brokerages and consumers.

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we believe we offer competitive advantages in the Canadian mortgage industry relative to alternative mortgage broker arrangements.

also provide back office services, together with pre-underwriting support services (collectively the “Brokerage Services”)

to Canadian mortgage brokerages (the “Brokerages”).

In connection with the provision of the Brokerage Services, we employ

and engage several licensed mortgage brokers and agents (collectively, “Field Agents”).

We have a total of full-time employed

In addition, we also enter into affiliation agreements with certain licensed mortgage brokers (collectively, “Affiliate

Brokers” and, together with Field Agents and Brokerages, the “Users”), pursuant to which the Company and the Affiliate

Broker enter into an affiliation relationship with the intention of jointly marketing mortgage brokerage and other financial services

as affiliated entities, sometimes referred to as “white labelling”, which allows the Affiliate Broker to sell a mortgage

that is branded with its company name to its own client base.

services distribution and fee structure for each stream is detailed hereunder:

fee for the subscription service revenue stream is $117 for use of our platforms by our agents to complete the mortgage deal from

initiation to funding by the lender partner and is about 3% of total gross revenue.

pre-risk assessment services revenue is about 1.3% of our total gross revenue and the structure for this service is $390 per deal

for a mortgage funded amount of $390,000 and over.

provide back office services, together with pre-underwriting support services (collectively the “Brokerage Services”) to Canadian

mortgage brokerages (the “Brokerages”).

In connection with the provision of the Brokerage Services, we employ and engage several

licensed mortgage brokers and agents (collectively, “Field Agents”).

We have a total of full-time employed staff of 55.

addition, we also enter into affiliation agreements with certain licensed mortgage brokers (collectively, “Affiliate Brokers”

and, together with Field Agents and Brokerages, the “Users”), pursuant to which the Company and the Affiliate Broker enter

into an affiliation relationship with the intention of jointly marketing mortgage brokerage and other financial services as affiliated

entities, sometimes referred to as “white labelling”, which allows the Affiliate Broker to sell a mortgage that is branded

with its company name to its own client base.

Our services distribution and fee structure for each stream is detailed hereunder:

The fee for the subscription

service revenue stream is $117 for use of our platforms by our agents to complete the mortgage deal from initiation to funding by the

lender partner and is about 3% of total gross revenue.

Our pre-risk assessment services

revenue is about 1.3% of our total gross revenue and the structure for this service is $390 per deal for a mortgage funded amount of

$390,000 and over.

For a mortgage funded amount under $390,000 the fee is $273.

balance of our total gross revenue at 95% comes from our lender partner service commissions and the structure varies by rate and

amount based on the season, special promotions at that particular time, bonus applicable, funded volume, etc.

The lender partners

comprise of banks, trust companies, mortgage loan companies, building societies and other lending financial institutions, including

but not limited to the Bank of Nova Scotia (Scotiabank), Manulife Bank of Canada, Toronto-Dominion Bank (TD Bank), The Mortgage Alliance

Company of Canada Inc.

(MCAP), First National Financial LP, Home Trust Company, The Equitable Trust Company (Equitable Bank), ICICI

Bank Canada and Desjardins Mortgage Financing Services.

currently operate exclusively in Canada, specifically in the provinces of Ontario, Newfoundland and Labrador, New Brunswick, Nova Scotia,

British Columbia, Prince Edward Island and Alberta.

We launched our first brokerage in Ontario in November 2016.

We have been approved

by each of the applicable provincial mortgage regulators to operate in 11 provinces and territories namely Alberta, British Columbia,

New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Quebec, and Yukon, and 2

provinces to follow are Manitoba and Saskatchewan.

We launched our first brokerage office in Alberta on July 1, 2021.

We also launched

our first brokerage office in Newfoundland and Labrador, Nova Scotia, New Brunswick, and Prince Edward Island on May 4, 2022.

we expect to open our first British Columbia brokerage office and our first Quebec brokerage office sometime in late 2022 or early 2023.

We provide our Brokerage Services to both residential and commercial mortgage opportunities and, in each case, through a proprietary

technology called MyPineapple, as discussed in further detail below.

The balance of our total

gross revenue at 95% comes from our lender partner service commissions and the structure varies by rate and amount based on the season,

special promotions at that particular time, bonus applicable, funded volume, etc.

The lender partners comprise of banks, trust companies,

mortgage loan companies, building societies and other lending financial institutions, including but not limited to the Bank of Nova

Scotia (Scotiabank), Manulife Bank of Canada, Toronto-Dominion Bank (TD Bank), The Mortgage Alliance Company of Canada Inc.

First National Financial LP, Home Trust Company, The Equitable Trust Company (Equitable Bank), ICICI Bank Canada and Desjardins Mortgage

Financing Services.

We currently operate exclusively in Canada, specifically in the provinces

of Ontario, Newfoundland and Labrador, New Brunswick, Nova Scotia, British Columbia, Prince Edward Island, Manitoba and Alberta.

our first brokerage in Ontario in November 2016.

We have been approved by each of the applicable provincial mortgage regulators to operate

in 11 provinces and territories namely Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova

Scotia, Nunavut, Prince Edward Island, Quebec, and Yukon, and 1 provinces to follow is Saskatchewan.

We launched our first brokerage office

in Alberta on July 1, 2021.

We also launched our first brokerage office in Newfoundland and Labrador, Nova Scotia, New Brunswick, and

Prince Edward Island on May 4, 2022.

We launched our first British Columbia brokerage office in 2024.

We provide our Brokerage Services

to both residential and commercial mortgage opportunities and, in each case, through a proprietary technology called MyPineapple, as discussed

in further detail below.

the heart of our Brokerage Services is an innovative technology system, MyPineapple, that provides real time data management and reporting,

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estate and credit data to thereby reduce costs and overall debt process timelines.

Pineapple Insurance Inc.

is a wholly owned

subsidiary of Pineapple Financial Inc.

This entity is to serve the insurance needs of our brand mortgage brokers and agents across

Pineapple Insurance is to act as an Managing General Agent (MGA) supported by Industrial Alliance.

This entity will create

both a revenue channel and retention strategy for borrowers that live within our database.

This will also allow a growth opportunity

and an overall holistic financial services opportunity for us.

We are currently in the early stages of development of Pineapple

Insurance Inc.

(“Pineapple Insurance”) is a wholly owned subsidiary of Pineapple Financial Inc.

This entity is to serve the

insurance needs of our brand mortgage brokers and agents across Canada.

Pineapple Insurance is to act as an Managing General Agent (MGA)

supported by Industrial Alliance.

This entity will create both a revenue channel and retention strategy for borrowers that live within

our database.

This will also allow a growth opportunity and an overall holistic financial services opportunity for us.

We are currently

in the early stages of development of Pineapple Insurance Inc.

Operational infrastructure and a budget has been prepared alongside technology

modifications to our MyPineapple system in order to manage the delivery of this product.

We have also created a sales and marketing plan

alongside assets and materials, which will be used for initial launch.

Our next steps are staffing and human capital requirements in

order to execute on the business plan and goals of developing Pineapple Insurance.

Operational infrastructure and a budget has been prepared alongside technology modifications to our MyPineapple

system in order to manage the delivery of this product.

We have also created a sales and marketing plan alongside assets and

materials, which will be used for initial launch.

Our next steps are staffing and human capital requirements in order to execute on

the business plan and goals of developing Pineapple Insurance.

Insurance provides the following services:

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health insurance may fall short and help cover living expenses while the client recovers.

These policies come at a relatively low cost.

These policies come at a relatively low

However, the instances that they will cover are generally limited to a few illnesses or emergencies.

The key element is to ensure that

the mortgagor does not fall behind in their mortgage payments.

Credit Insurance is a type of life insurance that can cover the remaining amount of your loan in the event of your death.

The key element is to

ensure that the mortgagor does not fall behind in their mortgage payments.

Insurance is a type of life insurance that can cover the remaining amount of your loan in the event of your death.

Your insurance

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sales commissionable personnel with a retainer.

costs we anticipate relate to mostly the marketing efforts undertaken, human capital which will be a fixed cost for the senior person

and variable for additional personnel.

As we develop and progress this business, it is anticipated that our major expenses will be payroll,

marketing, and platform development.

We have identified approximately 15% of the use of the proceeds from the shares offering to be dedicated

to developing this business.

timeline we feel to grow this subsidiary would be approximately 12 to 36 months depending upon the marketing efforts, acceptance of the

products and services offered by Industrial Alliance, the prices / premiums for these products and services, and the understanding of

the products because of the many variations that are inherent in the insurance products and services.

Insurance officially launched in October 2024, marking a significant milestone in Pineapple Financial’s diversification strategy.

The costs anticipated for Pineapple Insurance are largely tied to marketing efforts, human capital, and platform development.

Human capital

costs include a fixed expense for senior leadership, along with variable costs for additional personnel as the business scales.

the strategic integration of Pineapple Insurance into the MyPineapple platform, our development costs are aimed at ensuring seamless

client experiences and operational efficiency.

We estimate that approximately 15% of the proceeds from the shares offering will be allocated

to support the continued growth and scaling of this business vertical.

growth timeline for Pineapple Insurance is projected at 12 to 24 months post-launch, reflecting strong initial demand and the effectiveness

of our comprehensive go-to-market strategy.

This timeline is contingent upon the effectiveness of marketing campaigns, customer adoption

of the services offered by Industrial Alliance, and the competitiveness of pricing and premiums.

The early success of our launch indicates

promising customer acceptance, supported by focused efforts to educate users on product variations and benefits.

These efforts are expected

to accelerate market penetration and drive sustained growth for this subsidiary.

is a key reason for our success and has the ability to drive interested and timely insurance prospects to a replicated module that we

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Product Suite - Insurance.

As discussed above, we are establishing an insurance channel that provides borrowers with a full

suite of insurance products, which we believe will increase revenue.

As discussed above, we are establishing an insurance channel that provides borrowers with a full suite

of insurance products, which we believe will increase revenue.

We expect to continue to expand our business and operations into current jurisdictions along with new provinces such as

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Although our business may be negatively impacted, we believe our multiple channels of revenue helps to mitigate any such

April 7, 2022, the 2022 budget was released by the Government of Canada which focuses on affordable housing alternatives for Canadians

and additional tax measures to assist first time home buyers.

With the continual influx of new immigrants as proposed by the Government

the renewed demand in home renovations and refurbishments;

the users becoming more knowledgeable about additional use of their

home equity, and other varying and creative measures, we plan to capitalize on these growth initiatives into the future.

In alignment with the Canadian government’s

commitment to improving housing affordability and accessibility, several new housing measures have been introduced to support homeowners

and first-time buyers.

These include enabling homeowners to refinance their mortgages to construct secondary rental suites and borrowing

up to 90% of their home’s value with a 30-year amortization period.

Additionally, the mortgage insurance price limit has been increased

to $2 million, ensuring broader access to financing across Canada’s diverse housing markets.

The government has also proposed consultations on

taxing vacant land to encourage development and incentivize landowners to build homes.

Collaboration with provinces, territories, and

municipalities is underway to implement these measures effectively.

Starting December 15, 2024, two key rules will further aid affordability:

30-year mortgage amortizations will become available to all first-time homebuyers and buyers of new-build properties, and the price cap

for insured mortgages will rise to $1.5 million from $1 million.

Moreover, the federal government has expanded the

Canada Public Land Bank by adding 14 underused federal properties, bringing the total to 70.

These properties across major cities are

slated for affordable housing developments.

This initiative supports the government’s broader plan to unlock public lands for housing

and address the growing demand for homes while strengthening Canadian communities.

These measures, alongside the influx of new immigrants

and the rising demand for home renovations, refurbishments, and innovative financing solutions, create a favorable environment for Pineapple

Financial Inc.

to continue expanding its offerings and capitalizing on these growth opportunities.

insurance market for Pineapple Insurance is focused around growth in the Canadian mortgage landscape as well as market share growth for

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and Mortgage Market Dependency

take a long-term view to manage and measure the success of our ongoing business strategy.

In this regard, our principal focus is on market

share growth.

We seek to achieve increased market share irrespective of residential and commercial mortgage origination market conditions.

Market share growth can be achieved through both the onboarding of new Users to MyPineapple and by increasing market share within its

existing Users, including recently onboarded Users.

are confident in our ability to increase the number of Field Agents using MyPineapple in conducting their brokerage services primarily

due to the efficiency that MyPineapple brings to the mortgage brokerage process.

From August 1, 2022 to August 1, 2023, our active users

increased at a rate of 9.35%.

mortgage market and residential and commercial mortgage originations are subject to the influence of many external factors, such as broader

economic conditions and fluctuating interest rates, over which we have no control.

We believe we have substantial growth opportunities

to expand our market share within our existing total addressable market.

In particular, we expect to have access to more opportunities

in the commercial mortgage segment through our partnership with MCommercial.

Additionally, we expect to gain access to greater market

share opportunities as we continue to develop MyPineapple and improve the efficiency of the mortgage approval process.

of November 2024, Canada’s mortgage market continues to demonstrate resilience despite ongoing challenges.

According to the Bank

of Canada, the total residential mortgage market is valued at over $1.6 trillion, driven by population growth, increasing borrower demand,

and evolving consumer sentiment.

This figure excludes mortgages held by provincially regulated entities such as credit unions and mortgage

investment corporations.

lenders offer a broad range of products, including fixed and variable rates, varying terms, and flexible amortization periods.

interest rate cuts by the Bank of Canada have rejuvenated the market, improving affordability for new buyers and creating opportunities

for existing homeowners to refinance or renew at more favorable terms.

The practice of negotiating discounted rates remains prevalent,

highlighting the importance of mortgage brokers in securing competitive deals for clients.

brokers are critical intermediaries, leveraging their volume-based bargaining power to erode lender price discrimination and secure advantageous

These professionals are provincially regulated and must meet stringent licensing and training requirements.

While the barriers

to entry remain relatively low, successful brokers rely on experience, negotiating skills, and technological support to thrive in an

increasingly competitive market.

trends currently influencing the market include:

Over 30% of Canadian mortgages are expected to renew within the next 12 months,

a significant driver of market activity.

A growing population, combined with limited housing supply, has led to increased

pressure on the market, with demand consistently outstripping available inventory.

Recent adjustments, such as the introduction of a 30-year amortization period

for insured mortgages and incentives for affordable housing, have bolstered consumer

confidence and created new opportunities.

Improved confidence, spurred by rate cuts and stabilizing economic conditions,

has increased buyer activity despite affordability challenges.

Platforms like MyPineapple are transforming the brokerage landscape

by streamlining processes and providing brokers with data-driven tools to enhance efficiency

and client satisfaction.

Growth Strategy

growth strategy focuses on organic expansion , targeting increased market share through:

We have successfully recruited a significant number of Field Agents and Users ,

driving a growth rate higher than many competitors.

By leveraging detailed insights into

competitive models, we have tailored our value proposition to attract and retain top talent.

Technological

Our proprietary platform, MyPineapple , empowers brokers with tools

to increase sales volume, productivity, and efficiency.

This system also supports the seamless

integration of complementary services, such as insurance products , creating additional

revenue streams and enhancing the overall client experience.

By aligning our offerings with government initiatives to support housing affordability

and address shortages, we have positioned ourselves as a key player in addressing critical

market needs.

on Renewals and Refinances:

With a large portion of the mortgage market up for renewal

in the next year, we have tailored solutions to help brokers optimize their client retention

and capitalize on refinancing opportunities.

strategy is underpinned by a commitment to delivering superior value, leveraging data and insights to support broker success, and maintaining

flexibility to adapt to evolving market conditions.

This approach ensures we remain a leader in the Canadian mortgage and brokerage industry.

May 10, 2024, the Company entered into an equity purchase agreement (the “EPA”) with Brown Stone Capital Ltd., a corporation

organized under the laws of England and Wales (the “Selling Shareholder”) pursuant to which the Company shall issue and sell

to the Selling Shareholder, from time to time as provided herein, and the Selling Shareholder shall purchase up to Fifteen Million Dollars

($15,000,000.00) of the Company’s common shares and issue 200,000 Company’s common shares as a commitment fee under the EPA

to the Selling Shareholder (collectively as the “EPA Shares”) at purchase price to be determined as per the terms and conditions

The Company shall have the right, but not the obligation, to direct the Selling Shareholder, by its delivery to the Selling

Shareholder of a put notice from time to time, to purchase the EPA Shares (i) in a minimum amount not less than $10,000.00 and (ii) in

a maximum amount up to the lesser of (a) $1,000,000 or (b) 150% of the average trading volume of the Company’s common shares on

the NYSE American during the five (5) Trading Days immediately preceding the respective put notice date multiplied by the lowest daily

volume weighted average price of the Company’s common shares on the NYSE American during the five (5) trading days immediately

preceding the respective put notice date.

The Company’s right to issue a put notice for the EPA Shares is subject to general terms

and conditions as stipulated under the EPA, including there being an effective registration statement covering the EPA Shares.

to the EPA, we may issue and sell up to $15 million of Common Shares to the Selling Shareholder.

The price at which we may issue and

sell shares will be 95% of the lowest daily volume weighted average price of the Company’s Common Shares on the NYSE American during

the five (5) trading days immediately preceding the respective put notice date, in each case as reported by Quotestream or other reputable

source designated by the Selling Shareholder (the “Market Price”).

Assuming that (a) we issue and sell the full $15 million

of Common Shares under the EPA to the Selling Shareholder, (b) no beneficial ownership limitations, and (c) purchase price for such sales

is $0.40 or $0.50 per share, such additional issuances would represent in the aggregate approximately 37,500,000 or 30,000,000 additional

Common Shares, respectively, or approximately 81% or 77% of the total number of Common Shares outstanding as of the date hereof, after

giving effect to such issuance.

If the beneficial ownership limitation is not waived, we may issue approximately 269,480 Common Shares,

or approximately 19.99% of the total number of Common Shares outstanding as of the date hereof.

Market Price of our Common Shares on December 13, 2024, was $0.45.

Assuming this is the Market Price used as a basis for the

calculations for the put notice under the EPA, the price per share for sales to the Selling Shareholder would be $0.43 (95% of the

Market Price), and we would be able to sell 269,480 shares to the Selling Shareholder (with beneficial ownership limit), and receive

gross proceeds of $115,876 such number of shares would comprise approximately 19.99% of our issued and outstanding Common

Shares, which would result in additional dilution of our shareholders.

relation to the EPA Shares the Company has entered into a registration rights agreement dated May 10, 2024 (the “RRA”) with

the Selling Shareholder, requiring the Company to register the EPA Shares issued under the EPA.

Pursuant to the RRA, the Company has

agreed to file one or more registration statements with the Securities and Exchange Commission covering the registration of the EPA Shares.

Concurrently,

on May 10, 2024, the Company entered into a securities purchase agreement (the “SPA” and together with the EPA and the RRA

as the “Agreements”) with the Selling Shareholder, pursuant to which the Company has agreed to sell to the Selling Shareholder

a convertible promissory note (the “Note”) in the aggregate principal amount of $300,000, with an 8% per annum interest rate

and a maturity date of twenty four (24) months from the date of the issuance.

The Note is convertible into the Company’s common

shares, no par value, subject to the terms and conditions therein, and a conversion price of equal 75% of the VWAP on the trading day

immediately preceding the respective conversion date, subject to adjustment as provided in the Note.

The issuance of the Note is subject

to general terms and conditions as stipulated under the SPA, including the requirement of getting shareholder approval for any issuance

of common shares beyond the beneficial ownership limit of 19.99%.

an incentive to buy the Note, the Company had agreed to issue warrants to purchase 1,000,000 common shares (the “2024 Warrants”),

with an exercise price of $5 per share and term of nine (9) months from the date of issuance.

As per terms of the agreement, issuer of convertible debt exercise their right and the total principal portion $300,000 plus the interest

accrued thoron $4,437 was converted into common shares by issuing 501,874 common shares.

equity line of credit has had no immediate impact on our business.

However, it positions us to draw capital for growth initiatives as

our share price increases, enhancing our ability to fund strategic investments and operational expansions.

No assurances can be given

that the stock price will increase.

Precedent to the Right of the Company to Deliver a Put Notice

Shareholders’ obligation to accept Put Notices that are timely delivered by us under the EPA and to purchase of our Common Shares

under the EPA, are subject to satisfaction of the conditions precedent thereto set forth in the EPA, all of which are entirely outside

of Selling Shareholders’ control, which conditions include the following:

accuracy in all material respects of the representations and warranties of the Company included in the EPA as of the Put Date;

Company having paid the cash commitment fee or issued the Commitment Shares to an account designated by Selling Shareholder;

registration statement that includes this prospectus (and any one or more additional registration statements filed with the SEC that

include Common Shares that may be issued and sold by the Company to Selling Shareholder under the EPA) having been declared effective

under the Securities Act by the SEC, and Selling Shareholder being able to utilize this prospectus (and the prospectus included in

any one or more additional registration statements filed with the SEC under the RRA) to resell all of the Common Shares included

in this prospectus (and included in any such additional prospectuses);

Company obtaining all permits and qualifications required by any applicable state for the offer and sale of all Common Shares issuable

pursuant to such Put Notice, or will have the availability of exemptions therefrom;

Board of Directors approving the transactions contemplated by the EPA and RRA, which approval will remain in full force;

will not have occurred any event and there will not exist any condition or state of facts, which makes any statement of a material

fact made in the registration statement that includes this prospectus (or in any one or more additional registration statements filed

with the SEC that include Common Shares that may be issued and sold by the Company to Selling Shareholder under the EPA) untrue or

which requires the making of any additions to or changes to the statements contained therein in order to state a material fact required

by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of this prospectus

or the prospectus included in any one or more additional registration statements filed with the SEC under the RRA, in the light of

the circumstances under which they were made) not misleading;

Company performing, satisfying and complying in all material respects with all covenants, agreements and conditions required by the

absence of any statute, regulation, order, decree, writ, ruling or injunction by any court or governmental authority of competent

jurisdiction which prohibits the consummation of or that would materially modify or delay any of the transactions contemplated by

the EPA or the RRA;

in the Common Shares will not have been suspended by the SEC, Nasdaq or FINRA, the Company will not have received any final and non-appealable

notice that the listing or quotation of the Common Shares on Nasdaq will be terminated on a date certain (unless, prior to such date,

the Common Shares is listed or quoted on any other Principal Market, as such term is defined in the EPA), and there will be no suspension

of, or restriction on, accepting additional deposits of the Common Shares, electronic trading or book-entry services by The Depository

Trust Company with respect to the Common Shares;

Company will have authorized all of the Common Shares issuable pursuant to the applicable Put Notice by all necessary corporate action

of the Company;

accuracy in all material respects of the representations and warranties of the Company included in the applicable Put Notice as of

the applicable Put Date.

Short-Selling or Hedging by Selling Shareholder

Shareholder has agreed that none of Selling Shareholder, its sole member, any of their respective officers, or any entity managed or

controlled by Selling Shareholder or its sole member will engage in or effect, directly or indirectly, for its own account or for the

account of any other of such persons or entities, any short sales of the Common Shares or hedging transaction that establishes a net

short position in the Common Shares during the term of the EPA.

of Sales of our Common Shares under the EPA on our Shareholders

Commitment Shares that we issued, and the EPA Shares to be issued or sold by us, to the Selling Shareholder under the EPA that are being

registered under the Securities Act for resale by the Selling Shareholder in this offering are expected to be freely tradable.

by the Selling Shareholder of a significant amount of shares registered for resale in this offering at any given time, or the perception

that these sales may occur, could cause the market price of our Common Shares to decline and to be highly volatile.

Sales of our Common

Shares, if any, to the Selling Shareholder under the EPA will depend upon market conditions and other factors to be determined by us.

and when we do sell Common Shares to the Selling Shareholder pursuant to the EPA, after the Selling Shareholder has acquired such shares,

the Selling Shareholder may resell all, some or none of such shares at any time or from time to time in its discretion and at different

As a result, investors who purchase the shares from the Selling Shareholder in this offering at different times will likely pay

different prices for those shares, and so may experience different levels of dilution, and in some cases substantial dilution, and different

outcomes in their investment results.

Investors may experience a decline in the value of the shares they purchase from the Selling Shareholder

in this offering as a result of future sales made by us to the Selling Shareholder at prices lower than the prices such investors paid

for their shares in this offering.

In addition, if we sell a substantial number of Common Shares to the Selling Shareholder under the

EPA, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with the Selling

Shareholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that

we might otherwise wish to effect such sales.

the per share purchase price that the Selling Shareholder will pay for the EPA Shares in any put notice that we may elect to effect pursuant

to the EPA will be determined by reference to the VWAP during the applicable commitment period on the applicable put date for such put

notice, as of the date of this prospectus, it is not possible for us to predict the number of Common Shares that we will sell to the

Selling Shareholder under the EPA, the actual purchase price per share to be paid by the Selling Shareholder for those shares, or the

actual gross proceeds to be raised by us from those sales, if any.

of August 31, 2024, there were 8,425,352 Common Shares outstanding.

Company has already issued 741,499 shares against

EPA out of the total 13,910,991 shares only 13,169,492 shares can further be offered.

If all of the 13,169,492 shares offered

for resale by the Selling Shareholder under this prospectus were issued and outstanding, such shares would represent approximately

150% of the total number of outstanding Common Shares and approximately 249% of the total number of outstanding Common

Shares held by non-affiliates of our company, in each case as of August 31, 2024.

the EPA provides that we may sell up to $15.0 million of our Common Shares to the Selling Shareholder, only 13,910,991 shares (which

includes the 200,000 Commitment Shares, for which we have not and will not receive any cash consideration) are being registered under

the Securities Act for resale by the Selling Shareholder under the registration statement that includes this prospectus.

If we were to

issue and sell all of such 13,910,991 shares to the Selling Shareholder at an assumed purchase price per share of $0.97 (without taking

into account the 19.99% Exchange Cap limitation), representing the closing sale price of our Common Shares on Nasdaq on June 18, 2024,

we would only receive approximately $13.4 million in aggregate gross proceeds from the sale of such EPA Shares to the Selling Shareholder

under the EPA.

Depending on the market prices of our Common Shares on the put dates on which we elect to sell such EPA Shares to the

Selling Shareholder under the EPA, we may need to register under the Securities Act additional Common Shares for resale by the Selling

Shareholder in order for us to receive aggregate proceeds equal to the Selling Shareholders’ $15.0 million maximum aggregate purchase

commitment available to us under the EPA.

we elect to issue and sell to the Selling Shareholder more Common Shares than the amount being registered, we must file with the SEC

one or more additional registration statements to register such additional shares, which the SEC must declare effective, in each case

before we may elect to sell any additional shares to the Selling Shareholder.

For example, if the market price of our Common Shares falls

below $0.97, assuming no beneficial ownership limitations, we will be required to issue more shares than are currently being registered,

necessitating the filing of a new registration statement.

issuance of our Common Shares to the Selling Shareholder pursuant to the EPA will not affect the rights or privileges of our existing

shareholders, except that the economic and voting interests of each of our existing shareholders will be diluted.

Although the number

of Common Shares that our existing shareholders own will not decrease, the Common Shares owned by our existing shareholder will represent

a smaller percentage of our total outstanding Common Shares after any such issuance.

following table sets forth the amount of gross proceeds we would receive from the Selling Shareholder from our sale of Common Shares

to the Selling Shareholder under the EPA at varying purchase prices and subject to the limitation of the number of shares being registered

at this time:

Purchase Price

Registered Shares

to be Issued if

Full Purchase (1)

Percentage of

Outstanding Shares

After Giving Effect

to the Issuance to

Selling Shareholder (2)

Gross Proceeds

from the Sale of

Selling Shareholder

Under the EPA

the EPA provides that we may sell up to $15,000,000 of our Common Shares to the Selling Shareholder, we only registered 13,910,991

shares under the registration statement that includes this prospectus, which may or may not cover all of the shares we ultimately

sell to the Selling Shareholder under the EPA.

The number of shares to be issued as set forth in this column is without regard to

the Exchange Cap or Beneficial Ownership Limitation, but is limited to the actual number of shares being registered at this time.

Company already issued 741,499 shares under EPA during August 2024 and this includes 200,000 Commitment Shares

we issued to the Selling Shareholder only 13,169,492 shares can further be issued.

denominator is based on 8,807,019 Common Shares outstanding as of December 19, 2024 (which, for these purposes, includes the 200,000

Commitment Shares we issued to the Selling Shareholder and 541,499 shares issued during August 2024), adjusted to include the issuance of the number of shares set forth in the

adjacent column that we would have sold to the Selling Shareholder, assuming the average purchase price in the first column.

numerator is based on the number of shares issuable under the EPA at the corresponding assumed average purchase price set forth in

the first column.

closing sale price of our Common Shares on NYSE American on August 31, 2024.

November 13, 2024 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional

investor, pursuant to which the Company issued and sold to the investor in a registered direct offering, 382,667 (the “RD Shares”)

of the Common Shares at a price of $0.60 per share, and pre-funded warrants to purchase up to 1,284,000 Common Shares at a price of $0.5999

per share and an exercise price of $0.0001 per Common Share.

securities to be issued in the registered direct offering were offered pursuant to the Company’s shelf registration statement on

Form S-3 (File No.

333-282629), initially filed by the Company with the Commission on October 15, 2024, as amended on October 25, 2024,

and declared effective on October 29, 2024.

The offering closed on November 14, 2024 for approximately $1.0 million in gross proceeds.

Canadian Mortgage and Mortgage Brokerage Industry

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in obtaining a mortgage.

With new products to offer, mortgage brokers will tend to appeal to a larger demographic/population base and also retain clients

more effectively.

Twenty years ago, only a minimal percentage of the Canadian population used mortgage brokers, as brokers were viewed generally

as a last resort to obtaining a mortgage.

Over the years, this perception has shifted, and Canadians are now using mortgage brokers to

obtain better mortgage rates and to save money.

The generation that was reaching a home-buying age when brokers had little or no market

share is aging and continually being replaced by younger, mortgage broker friendly Canadians.

With new products to offer, mortgage brokers will tend to appeal to a larger demographic/population base and also retain

clients more effectively.

Twenty years ago, only a minimal percentage of the Canadian population used mortgage brokers, as brokers were viewed

generally as a last resort to obtaining a mortgage.

Over the years, this perception has shifted, and Canadians are now using mortgage

brokers to obtain better mortgage rates and to save money.

The generation that was reaching a home-buying age when brokers had little

or no market share is aging and continually being replaced by younger, mortgage broker friendly Canadians.

of Mortgages:

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Rates May Increase:

As interest rates have been at historical lows for a significant period, many believe that interest rates will increase

in years to come.

In a higher interest rate environment, the Company anticipates that a growing proportion of consumers will likely shop

for the best mortgage opportunities, driving the more conservative “single-bank” mortgage consumers to use mortgage brokers.

As interest rates have been at historical lows for a significant period, many believe that interest rates will

increase in years to come.

In a higher interest rate environment, the Company anticipates that a growing proportion of consumers

will likely shop for the best mortgage opportunities, driving the more conservative “single-bank” mortgage consumers

to use mortgage brokers.

By utilizing MyPineapple and other available technologies, mortgage brokers have the ability to access client demographic and credit

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Analytics - Optimized Retention - Enhanced Customer Experience:

As a data driven mortgage company MyPineapple harnesses

the power of data which we acquire through the mortgage process and use it to help make meaningful decisions which save the client

money, time and improve the customer experience.

As a data driven mortgage company MyPineapple harnesses the power

of data which we acquire through the mortgage process and use it to help make meaningful decisions which save the client money, time

and improve the customer experience.

Customer Profiling - Optimized Retention:

Using a proprietary scoring and profiling process, we are able to uniquely segment

clients and provide most televant information and resources to them at a meaningful point in the mortgage process.

Using a proprietary scoring and profiling process, we are able to uniquely segment clients

and provide most televant information and resources to them at a meaningful point in the mortgage process.

Processing Centre - Focused Team - Increased Productivity:

Having an internal underwriting and mortgage processing center

allows us increased conversion, higher funding ratio’s and maximize productivity of our Field Agents.

Having an internal underwriting and mortgage processing center allows

us increased conversion, higher funding ratio’s and maximize productivity of our Field Agents.

Signals - Marketing Efforts - Focused Engagement:

Driving real-time signals to our Field Agents when conversion opportunities

present themselves.

Driving real-time signals to our Field Agents when conversion opportunities present

Transfer - Increased Accuracy - Performance:

Comprehensive education technologies platform allows us to align the right

product to the right lender and client.

Comprehensive education technologies platform allows us to align the right product to

the right lender and client.

Integrity - Optimized Decision Making:

We have built safeguards to ensure data integrity

and accuracy.

We have built safeguards to ensure data integrity and accuracy.

Generation and Market Segmentation:

MyPineapple quickly segments leads for personalized marketing.

It then markets on behalf of the agent,

turning cold leads into warm leads for faster customer acquisition.

Field Agents receive real-time notifications for email, as well as

reminders and scripts to ensure nothing is missed.

It then markets on behalf of the

agent, turning cold leads into warm leads for faster customer acquisition.

Field Agents receive real-time notifications for email,

as well as reminders and scripts to ensure nothing is missed.

Triggers and Enhanced Workflow —MyPineapple directly syncs to calendars and emails.

Tasks can easily be inputted into the

system and email reminders ensure Field Agents remember to follow up.

Intuitive automation then kicks in to guide Field Agents and

all stakeholders through the entire process.

Tasks can easily be inputted into the system

and email reminders ensure Field Agents remember to follow up.

Intuitive automation then kicks in to guide Field Agents and all stakeholders

through the entire process.

Community via Chatter:

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has access to the complete technological architecture.

See “Business –– Material Contracts” for more information

on the Salesforce Agreement

See “Business — Material Contracts” for more information on

the Salesforce Agreement

Additionally,

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CRM) December

1, 2020 (the “Salesforce Agreement”) and expires on November 30, 2023.

1, 2020 (the “Salesforce Agreement”) and expires on March 31 2025.

Salesforce is a cloud-based software company headquartered

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it since its incorporation nor are any such proceedings being contemplated or threatened in the foreseeable future.

Material Restructuring Transactions

Restructuring Transactions

has not completed any material restructuring transactions since incorporation.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business