What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-12-03 compared with 2024-12-20 · 419 added, 261 removed, 204 unchanged (77% of the section changed)

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clients with an industry-leading experience through our trusted digital solutions that are simple and fast.

2022 and 2023, the Bank of Canada raised the prime rate multiple times to address inflationary pressures, which significantly increased

mortgage interest rates.

However, beginning in mid-2024, the Bank of Canada reduced the policy rate by 1.25%, aiming to stabilize the

economy and improve affordability.

Despite this, the elevated mortgage rates and ongoing economic uncertainty continued to suppress demand

for mortgage originations in 2024.

While the market shows early signs of recovery due to improved consumer confidence, the overall mortgage

origination market remained contracted compared to pre-2022 levels.

Throughout fiscal 2025, the Canadian mortgage market

continued to adjust following the Bank of Canada’s multi-stage monetary policy easing that began in mid-2024.

The Bank reduced its

benchmark overnight rate by a cumulative 225 basis points through September 2025, helping to stabilize borrowing costs and gradually improve

affordability in several regional housing markets.

While these rate reductions provided meaningful relief to borrowers, overall mortgage

origination volumes remained below pre-2022 levels due to lingering affordability constraints, limited housing supply, and sustained lender

Within this environment, renewal and refinance activity

continued to represent a larger proportion of total mortgage transactions, while new-purchase originations grew at a more measured pace.

Despite these headwinds, Pineapple Financial Inc.

remained resilient and continued to expand its operational footprint.

The Company also advanced its

technology capabilities through continued development of its proprietary Pineapple Plus platform, including upgraded workflow automation

tools, enhanced CRM features, and integrated insurance and financial-product modules.

These improvements contributed to higher productivity

per agent and stronger client engagement, even in a subdued housing market.

In addition, the Company’s investments in data-driven

marketing and digital lead-generation tools supported stable fee-based revenues during the year.

Early fourth-quarter indicators

reflected increased application activity and lead generation driven primarily by renewal and refinance transactions, positioning the Company

to benefit from a gradual recovery in mortgage activity as interest rates normalize and borrower confidence continues to improve heading

into fiscal 2026.

of the Year Ended August 31, 2025.

fiscal year ended August 31, 2024, we generated $ 1.529 billion in residential mortgage loans compared to $1.399 billion in the previous

financial year, which ended on August 31, 2023.

This amount represents an increase of $130.462 million or 9.33% compared to the same

period that ended on August 31, 2023.

Our net loss stood at $4.102 million for the year ended August 31, 2024, as compared to the $2.809

million recorded in the same period on August 31, 2023.

the fiscal year ended August 31, 2025, we generated approximately $1.599 billion in residential mortgage loan originations, compared

to $1.529 billion in the prior fiscal year ended August 31, 2024.

This represents an increase of $70 million, or approximately 4.6 percent

year over year, driven primarily by higher renewal and refinance volumes, improved broker productivity, and continued adoption of our

Pineapple Plus digital platform.

net loss for the year ended August 31, 2025, was approximately $3.538 million, compared to a net loss of $4.093 million for the prior

The year-over-year improvement in net loss primarily reflects higher funded mortgage volumes, efficiency gains from technology

investments, and disciplined cost management, partially offset by continued expenditures in platform development, compliance enhancements,

and strategic growth initiatives.

Performance Indicators

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Additionally, we use KPIs related to our technology setup and underwriting processes to assess our performance further.

Year Ended August 31,

Mortgage volume

ended August 31,

1,598,776,840

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1,398,464,338

Gross billing

Commission expense

Net sales revenue

Underwriting revenue

Subscription revenue

sales revenue

sources of revenue include commissions from lenders, underwriting revenue, membership fees from mortgage agents, and other income.

Billing Revenue:

billing revenue refer to commission collected from financial institutions with whom it has contracts in place.

The Company’s

gross billing is based on a percentage of mortgage amount funded between individual referred by the Company and financial institutions

funding the mortgage.

We are an agent in these deals as we provide the platform for other parties to provide services to the end-user.

For each contract with a customer, the Company identifies the contract with a customer;

identifies the performance obligations in the

determines the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price

of each distinct good or service to be delivered;

and recognizes revenue when or as each performance obligation is satisfied in a manner

that depicts the transfer to the customer of the goods or services promised.

The Company recognizes revenue when:

a contract exists with

a lender party and an agent broker, the contract identifies the use of the platform service to close a mortgage deal, the mortgage deal

has been closed with the lending financial institution, and commissions paid by the lending financial institution based on various criteria

of the mortgage deal including but not limited to interest rates available at that time, term, seasonality, collateral, income, purpose,

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services

provided in the normal course of business.

Revenue is recognized at the end of the deal upon completion of all the actions listed above.

A typical transaction attracts a commission fee payable to Pineapple Financial Inc.

access and use our technology platform, MyPineapple, for a flat monthly service fee of $117 In exchange for this fee, users of MyPineapple

The Company earns revenue from its mortgage brokerage

operations based on commissions received from financial institutions with whom it has contractual arrangements.

Gross billing represents

the total commission earned from lending institutions on funded mortgage transactions.

As the Company engages licensed mortgage agents

and brokers who are responsible for originating and closing mortgage transactions, a significant portion of the gross billing is paid

out as commissions and referral fees to those agents.

Accordingly, the Company presents revenue on a net basis, calculated as gross billing

less commissions and payouts to mortgage agents, as the Company acts as an agent in these arrangements.

Under ASC 606, Revenue from

Contracts with Customers, the Company evaluates each contract to identify performance obligations, determine the transaction price, allocate

the transaction price to the performance obligations, and recognize revenue when control of the promised service is transferred to the

For each mortgage transaction,

revenue is recognized when:

binding contract exists between the borrower, the mortgage agent, and the lending institution;

Company provides access to, and support through, its technology platform to facilitate the

mortgage transaction;

mortgage loan is funded by the lender;

Company’s commission from the lender becomes fixed and collectible.

The Company’s performance

obligation is satisfied at a point in time, when the mortgage is funded and all platform-related services for that transaction have been

Revenue is measured as the net amount retained by the Company after remitting the applicable commission and referral fees to

mortgage agents and sub-brokers.

This net revenue reflects the Company’s role as an intermediary

providing technology infrastructure, compliance oversight, and workflow support, rather than acting as the primary obligor in the mortgage

funding transaction.

access and use our technology platform, Pineapple Plus, for a flat monthly service fee of $145.00 In exchange for this fee, users of Pineapple Plus

have access to a network management system that allows them to perform back- office procedures more efficiently and effectively.

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40% of the deals originated by users are using this service.

This program is intended to further increase the number of deals and

improve the services offered.

This program is intended to further increase the number of deals and improve

the services offered.

Insurance commission Revenue:

The Company earns insurance commission revenue through Pineapple Insurance,

which acts as a broker for third-party insurance carriers.

When customers purchase insurance policies through our platform, the Company

receives commissions from the insurance providers based on premiums written.

The Company acts as a principal in these transactions because

it is responsible for sourcing customers, facilitating the placement of insurance products, and managing the full service process.

revenue is recognized at the point in time when the underlying insurance policy becomes effective and our performance obligations are

Insurance commission revenue is presented net of referral fees, agent commissions, and other consideration payable to mortgage

agents or third-party partners, as these amounts represent direct transaction-related costs.

Renewal commissions are recognized only when

they become fixed and determinable based on confirmation from the insurance carriers.

income includes a technology setup fee and sponsorship fee.

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operating expenses.

compensation comprises equity awards and is measured and expensed accordingly under Accounting Standards Codification

(“ASC”) 718 Compensation—Stock Compensation.

compensation comprises equity awards and is measured and expensed accordingly under Accounting Standards Codification (“ASC”)

718 Compensation—Stock Compensation.

of the years ended August 31, 2025 and 2024

general and administrative

and Marketing

wages and benefits

expense and bank charges

Selling, general and administrative

Advertising and Marketing

Salaries, wages and benefits

Interest expense and bank charges

Share-based compensation

Government incentive

Loss on disposal of asset

Total expense

Gain on extinguishment of liability

exchange gain (loss)

on change in fair value of warrant liability

on change in fair value of conversion feature liability

billings increased from $15.027 million for the fiscal year ending August 31, 2023, to $16.264 million for the fiscal year ending August

31, 2024, representing a year-over-year increase of 8.23%.

To address high inflation, the Bank of Canada increased its policy rate from

2.5% on September 1, 2022, to 5.0% by August 31, 2023.

However, beginning June 5, 2024, the Bank of Canada initiated rate reductions,

decreasing the policy rate by 125 basis points to 3.75%.

While this reduction has the potential to bolster consumer confidence, the real

estate market remains subdued, contributing to decreased real estate transactions and a corresponding decline in mortgage activity.

Revenue for the year ended August 31, 2024, increased

to $2,688,988 from $2,502,264 in the year ended August 31, 2023, representing a 7.46% year-over-year growth.

This increase is primarily

attributed to the Company’s efforts in enhancing its software offerings, which improved customer retention and attracted new agents.

Additionally, strategic investments in marketing and operational efficiency during a challenging economic environment contributed to

this positive performance despite the broader contraction in the mortgage origination market.

This growth reflects the resilience of

the Company’s business model and its ability to adapt to fluctuating market conditions.

Loss from operations

(Loss) Gain on extinguishment of liability

Foreign exchange gain (loss)

Gain(loss) on change in fair value of warrant liability

Gain(loss) on change in fair value of conversion feature liability

Accretion expense

Financing cost – Warrant issue

billings increased from $16.264 million for the fiscal year ended August

31, 2024, to $17.431 million for the fiscal year ended August 31, 2025, representing a year-over-year increase of approximately 7.18%.

This growth was primarily driven by a moderate recovery in mortgage origination activity, improved renewal and refinance volumes, and

higher agent productivity.

The Bank of Canada’s continued monetary easing, reducing the policy rate from 5.00% in mid-2024 to 3.25%

by August 31, 2025, contributed to improved affordability and renewed consumer confidence, though housing market activity remained below

pre-2022 levels.

Revenue for the year ended August 31, 2025 was $2.987 million, compared to $2.689

million for the year ended August 31, 2024, representing an increase of $297,836, or 11.08% year-over-year.

The increase was primarily

driven by stronger net mortgage-brokerage revenue, supported by higher funded volumes and improved agent productivity.

Subscription revenue

and underwriting fees remained stable, reflecting continued adoption and usage of the Company’s Pineapple Plus platform.

growth in revenue demonstrates the resilience of the Company’s core operations despite ongoing softness in the Canadian real estate

market and tighter lending conditions.

of Gross Billing

the fiscal year ended August 31, 2024, the cost of revenue increased to $14.895 million, compared to $13.932 million in the prior fiscal

year ended August 31, 2023.

This increase aligns with the growth in gross billing and reflects higher transaction volumes.

Additionally,

the cost increase is attributed to the company’s strategic focus on leveraging high-volume agents to drive business, who typically

operate at lower margins but generate higher transaction volumes, resulting in increased variable costs.

The cost of gross billing, represented primarily by commission expense, increased

from $14.896 million in fiscal 2024 to $15.827 million in fiscal 2025, reflecting a 6.25% increase year-over-year.

This increase was consistent

with higher funded mortgage volumes and the Company’s strategic focus on supporting high-volume agents.

While these agents typically

operate at lower commission margins, they generate higher overall transaction throughput, leading to higher aggregate commission payouts.

Company continues to balance growth in gross billings with disciplined cost management through enhanced automation, centralized underwriting,

and agent-performance analytics to improve profitability margins over time.

General and Administrative Expenses.

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Lease expense

general, and administrative expenses increased by $212,076, or 9.77%, from $2,170,149 during the fiscal year ended August 31, 2023, to

$2,382,225 during the fiscal year ended August 31, 2024.

This increase reflects the company’s disciplined approach to maintaining

essential expenses amidst a depressed economic environment.

Adjusting for inflation, expenses effectively decreased in real terms, demonstrating

the company’s commitment to cost efficiency and prudent financial management while ensuring sustained support for core operations

and strategic initiatives.

subscription expenses increased by $81,957, or 10.03%, from $816,913 for the year ended August 31, 2023, to $898,870 for the year ended

August 31, 2024.

This increase is primarily attributable to the continued development and enhancement of our proprietary software, which

necessitated the use of complementary third-party subscription tools.

These tools have been critical in ensuring the software meets industry

standards and client expectations.

Once our proprietary software is fully developed, reliance on external subscriptions is expected to

decrease significantly, leading to long-term cost savings and improved operational efficiency.

and general expenses increased by $11,938 or 6.36%, from $187,818 for the fiscal year ended August 31, 2023, to $199,756 for the fiscal

year ended August 31, 2024.

This increase reflects the cost increase due to inflation.

fees decreased by $201,783, or 30.52%, from $661,265 for the fiscal year ended August 31, 2023, to $414,482 for the fiscal year ended

August 31, 2024.

This significant decrease is primarily attributable to the completion of IPO-related activities on November 3, 2023,

which resulted in a reduction in legal, accounting, and advisory expenses.

During the prior year, the company incurred substantial costs

to achieve the IPO milestone.

The decrease also reflects the transition to a steady-state operating environment post-IPO, with reduced

reliance on external consultants and professional services.

and subscriptions increased significantly from $58,366 during the year ended August 31, 2023, to $269,106 for the year ended August 31,

2024, representing a 361.07% increase.

This substantial rise is primarily attributable to additional regulatory and listing fees incurred

following the Company’s IPO, including NYSE subscription fees and other compliance-related charges.

These fees are essential to

maintaining our public listing and ensuring compliance with the regulatory requirements of a publicly traded company.

fees decreased significantly by $147,465, or 70.20%, from $210,063 for the fiscal year ended August 31, 2023, to $62,598 for the fiscal

year ended August 31, 2024.

This decline is primarily attributed to the completion of IPO-related activities, which required substantial

consulting support in the prior year.

The decrease also reflects the company’s strategic shift toward utilizing in-house resources

for post-IPO operations and a focus on optimizing recurring expenses to align with the company’s long-term cost management initiatives.

expenses increased by $63,271, or 64.98%, from $97,372 for the fiscal year ended August 31, 2023, to $160,643 for the fiscal year ended

August 31, 2024.

This increase reflects higher management travel to attend investor conferences and engage with stakeholders to present

the company’s vision and growth strategy, a critical activity following the IPO.

Additionally, the company prioritized in-person

meetings with institutional investors and partners to strengthen relationships, which are expected to drive long-term value creation.

General and Administrative (“SG&A”) Expenses

general, and administrative (“SG&A”) expenses decreased by $128,281, or 5.38%, from $2,382,225 for the fiscal year ended

August 31, 2024, to $2,253,944 for the fiscal year ended August 31, 2025.

The reduction reflects the Company’s continued focus

on prudent cost management and operational efficiency while maintaining robust support for its national mortgage network and technology-driven

growth initiatives.

Management implemented targeted efficiency measures, particularly in software, administrative overhead, and travel,

without compromising business effectiveness or service quality.

subscription expenses decreased by $151,636, or 16.87%, to $747,234 in fiscal 2025, primarily reflecting the optimization of technology

infrastructure and the consolidation of third-party software tools into the Company’s proprietary Pineapple Plus platform.

reduction demonstrates the Company’s strategic progress toward self-sufficiency and reduced reliance on external software providers.

and general expenses increased by $6,424, or 3.22%, to $206,180 for fiscal 2025, reflecting modest increases in administrative expenditures

associated with operational support and office-related costs.

fees decreased by $123,398, or 29.77%, to $291,084, due to reduced reliance on external advisors following the completion of post-IPO

regulatory and compliance activities.

The Company has continued to strengthen internal accounting and legal functions to maintain cost

efficiency while ensuring regulatory compliance.

and Subscriptions

and subscriptions increased by $343,370, or 127.60%, to $612,476 in fiscal 2025.

This increase primarily reflects higher listing and

regulatory compliance costs associated with maintaining the Company’s NYSE American listing, as well as expanded use of data-analytics

subscriptions supporting the Pineapple Plus platform.

expense remained consistent, rising slightly by $2,646, or 1.27%, to $210,206, reflecting stable lease terms and effective space-utilization

fees decreased marginally by $3,708, or 5.92%, to 58,890, as the Company continues to transition project-based consulting functions to

in-house resources.

expenses declined significantly by $127,355, or 79.28%, to $33,289, as management prioritized virtual engagement and implemented cost

controls for non-essential travel.

decreased by $6,661, or 89.42%, to $788, reflecting the Company’s ongoing focus on cost efficiency and resource reallocation toward

growth and technology investments.

expenses decreased by $69,343, or 97.46%, to $1,805, following the expiration of prior-year short-term lease commitments.

expenses increased slightly by $1,380, or 1.52%, to $91,993, due to normal fluctuations in annual premiums and policy renewals.

Advertising and marketing

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Government incentive

marketing, and promotions expenses increased by $15,250, or 1.81%, from $844,797 for the year ended August 31, 2023, to $860,047 for

the year ended August 31, 2024.

This increase reflects the company’s strategic efforts to retain agents and sustain sales revenue

amidst challenging economic and real estate market conditions.

Additional investments were made to enhance brand visibility and strengthen

relationships with key stakeholders to maintain market share during this period of economic uncertainty.

These initiatives are expected

to position the company for growth as market conditions improve.

wages, and benefits increase by $106,656, or 4.58%, from $2,330,127 for

the fiscal year ended August 31, 2023, to $2,436,783 for the fiscal year ended August 31, 2024.

This nominal increase reflects the company’s

efforts to align compensation with inflation while maintaining a disciplined approach to expense management.

The nominal increase also

supports retaining key talent and ensuring competitive employee benefits during a challenging economic environment, which is essential

for sustaining business continuity and future growth.

and Amortization

Financial continues to actively invest in the development of its proprietary software to enhance functionality and meet market demands.

During the fiscal year ended August 31, 2024, $1.112 million was capitalized as intangible assets, primarily representing salaries, wages,

and benefits of staff directly involved in the development process.

This strategic investment underscores the Company’s commitment

to innovation and long-term growth.

The increase in intangible assets has contributed to higher amortization expenses during the year,

reflecting the progressive utilization of these investments in delivering value to our operations and clients.

based incentive

the fiscal year ended August 31, 2023, the Company successfully claimed and received Scientific Research and Experimental Development

(SR&ED) tax credits from the CRA for the fiscal years ended August 31, 2022, and August 31, 2021.

These claims provided a valuable

source of non-dilutive funding to support the Company’s innovation initiatives.

However, following the completion of our IPO on

November 3, 2023, the Company no longer qualifies for SR&ED tax credits under CRA regulations, resulting in a decrease in credit

recognition for the fiscal year ended August 31, 2024.

This change reflects the Company’s transition to a publicly traded status,

and we are actively exploring alternative funding opportunities to support ongoing research and development efforts.

Advertising and Marketing

Advertising and marketing expenses

decreased by $190,565, or 22.16%, from $860,047 in fiscal 2024 to $669,482 in fiscal 2025.

The decrease reflects a continued shift toward

cost-efficient, digital-first marketing initiatives and reduced discretionary brand-promotion spending.

Management focused on targeted

agent-acquisition and retention campaigns, which require lower cash investment while maintaining brand visibility and market engagement.

Salaries, Wages, and Benefits

Salaries, wages, and benefits decreased by $791,759 or 32.49%, from $2,436,783 in fiscal 2024 to $1,645,024 in

This reduction was primarily driven by organizational streamlining efforts and the reallocation of certain operational functions.

The decrease also reflects improved workforce efficiency and cost optimization initiatives implemented during the year, with further benefits

expected to be realized in future periods.

Interest Expense and Bank

Interest expense and bank charges

increased by $242,643, or 259.59%, from $93,472 in fiscal 2024 to $336,115 in fiscal 2025.

This increase primarily reflects higher interest

costs arising from short-term financing arrangements and director-related loans used to support working-capital needs.

These borrowings

were undertaken at higher interest rates due to prevailing market conditions, contributing to the year-over-year increase.

Depreciation expense increased

slightly by $23,261, or 2.77%, from $838,843 in fiscal 2024 to $862,104 in fiscal 2025.

The modest increase was driven by continued investment

in technology infrastructure and capitalized software development that supports the Company’s digital operating model and internal

Share-Based Compensation

Share-based compensation totaled

$235,006 in fiscal 2025, compared to nil in fiscal 2024.

The increase relates to the issuance of restricted stock units (“RSUs”)

and stock options granted to directors, officers, and employees during fiscal 2025.

These awards were issued to strengthen retention,

align employee incentives with long-term shareholder value, and support the Company’s compensation strategy as a public issuer.

Government Incentive

Government incentives decreased

by $27,091, or 27.74%, from $97,646 in fiscal 2024 to $70,555 in fiscal 2025.

Incentives continue to reflect refundable credits and minor

program support;

however, eligibility for certain prior-year scientific research credits declined following the Company’s public

listing and reversal of last year excess amount booked.

Operating Income (Loss)

For the fiscal year ended August 31, 2025, the Company recorded a loss

from operations of $2.948 million, compared to a loss of $3.825 million for

the fiscal year ended August 31, 2024, representing an improvement of approximately $0.877 million or 22.93% year-over-year.

This improvement primarily reflects:

revenue, which increased by $346,727 (12.89%) driven by stronger funded mortgage volume and

stable subscription and underwriting income.

in selling, general, and administrative expenses, which decreased by $128,281 (5.38%) as the Company continued to implement cost-containment

measures, optimize technology usage, and streamline discretionary spending.

salaries, wages, and benefits, which declined by $791,759 (32.49%) following strategic workforce realignment undertaken

during the fiscal year.

These favorable impacts were partially offset by increases

in certain cost categories, including:

expense and bank charges, which rose by $242,643 (259.59%) due to higher borrowings from

third-party lenders and related parties.

● Share-based

compensation, which totaled $235,006 following the issuance of stock options and RSUs under

the Company’s equity incentive plans.

Despite ongoing macroeconomic

pressures, including elevated interest rates, slower real estate activity, and muted origination volumes, the Company’s disciplined

operational management and targeted cost-efficiency initiatives contributed to a meaningful reduction in operating losses.

These measures

continue to position the Company for improved financial performance as the mortgage market gradually stabilizes.

Net Loss and Comprehensive

For the fiscal year ended August 31, 2025, the Company reported a net loss

of $3.638 million, compared to a net loss of $4.103 million for the fiscal year ended August 31, 2024, representing an improvement of

$464,194, or 11.31%.

The narrowing of the net loss reflects:

revenue generation,

SG&A and personnel-related expenses,

operational efficiencies across the business.

However, several non-operating

items offset a portion of these gains:

Fair Value Changes –

Warrant Liability

The Company recognized a non-cash loss of $608,537

on the change in fair value of warrant liabilities, compared to a gain of $63,769 in the prior year.

This variance reflects mark-to-market valuation under ASC 480, as the Company classifies its warrants as financial liabilities.

The newly issued warrants were “at the money”

at year-end, resulting in a fair-value adjustment loss.

This is a book-only, non-cash

adjustment that does not affect operating cash flow.

Financing Cost – Warrant

The Company incurred $164,280

in financing costs related to the issuance of warrants associated with certain equity and financing arrangements.

Interest Expense

Interest expense increased by

$242,643, reflecting higher borrowings during the year.

While necessary to support working capital and technology development, these borrowings

elevated the Company’s financing cost profile.

Other income for the fiscal year includes a gain from the sale of an insurance book, reflecting the divestiture of

a non-core portfolio of insurance accounts.

The sale generated one-time income of $72,112 and is consistent with management’s strategy

to streamline operations and focus on scalable, technology-driven revenue streams.

No recurring income is expected from this transaction.

Company recognized a foreign exchange gain of $10,133, compared to a loss in the prior year.

gains were recorded on conversion feature liabilities or extinguishment of liabilities in

expense declined as prior-year liabilities matured or were settled.

After accounting for the foreign

currency translation adjustment of $100,790, the comprehensive loss for FY2025 was $3.537 million, an improvement

from $4.093 million in FY2024.

and Capital Resources

primary liquidity needs encompass working capital and capital expenditures, specifically those associated with technological enhancements,

investments in skilled personnel, and marketing services.

These three categories have constituted a significant portion of our liquidity

and capital resource demands throughout the year.

We primarily utilize cash on hand and cash flows generated from our operations to meet

these requirements.

primary liquidity needs encompass working capital, capital expenditures, and technology investments, particularly those related to enhancing

our proprietary Pineapple Plus platform, supporting skilled personnel, and maintaining compliance infrastructure.

These items continue to

represent the largest components of our capital deployment.

We finance these needs primarily through cash on hand, cash flow from operations,

and strategic financing facilities obtained from external lenders and related parties.

following table summarizes our cash flows from operating, investing and financing activities:

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expense on lease liability

of investment

Bad debt written off

in fair value of warrant liabilities

on extinguishment of liability

on derecognition of right of use asset and liability

exchange gain (loss)

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payable and accrued liabilities

taxes receivable

Government Grant

primary source of cash flow comes from our core business operations.

the year ended August 31, 2024, the Company’s net cash used in operating activities decreased to $1,708,261 from $2,116,105 in

the previous year ended August 31, 2023.

This decrease of outflow of cash was primarily due to lower cash expenses as compared to the previous year.

cash flow from (used in) financing activities

the fiscal year ended August 31, 2024, the Company successfully closed its Initial Public Offering (IPO) on November 3, 2023, generating

net proceeds of $2,751,937.

These funds have strengthened the Company’s financial position and provided critical capital to support

strategic initiatives, including investments in proprietary software development, expansion of operational capabilities, and enhancing

shareholder value.

The successful IPO marks a significant milestone in the Company’s growth journey, enabling access to broader

capital markets and positioning the business for future opportunities.

In addition, company issued share capital through conversion note

and equity purchase agreement with Brownstone.

cash flow from (used in) investing activities

the fiscal year ended August 31, 2024, the Company invested $1,112,399 in developing proprietary software designed to streamline and

enhance the accuracy of mortgage application processes for field agents.

This investment reflects the Company’s commitment to leveraging

technology to improve operational efficiency and provide a competitive edge in the mortgage industry.

The enhanced software is expected

to not only attract new mortgage agents but also improve agent retention by offering a comprehensive and user-friendly solution, positioning

the Company for sustainable growth in a competitive market.

of August 31, 2024, the Company’s cash balance was $580,356, a decrease from $720,365 on August 31, 2023.

Company’s capital structure consists of contributed common shares, accumulated deficit, additional paid-in capital, and other comprehensive

Its primary sources of liquidity are cash generated through operations and capital raised from investors through the issuance

of common shares.

The Company remains committed to meeting all financial and operational obligations as they come due, maintaining a

disciplined approach to liquidity management.

capital requirements will depend on several factors, including planned investments in technology, market expansion initiatives, and overall

growth trajectory.

While the Company continues to actively manage controllable factors, external variables such as interest rates and

real estate market conditions remain potential challenges.

By aligning its financial strategies with operational priorities, the Company

is well-positioned to navigate these uncertainties and achieve sustainable long-term growth.

Outlook and Ability to Continue as a Going Concern

Company has incurred recurring operating losses and continues to experience negative cash flows from operations.

For the fiscal year

ended August 31, 2025, the Company recorded a net loss of $3.64 million and negative operating cash flows of $946,820.

at August 31, 2025, the Company had an accumulated deficit of $13.396 million and a working-capital deficit.

These factors raise substantial

doubt about the Company’s ability to continue as a going concern within twelve months after the date of these financial statements.

has developed plans intended to improve liquidity and address these uncertainties.

plans include:

additional capital through the Injective Digital Asset Treasury Initiative, including the

expected realization of $2.1 million held in escrow upon the filing and effectiveness of

the Company’s Form S-1 (see Subsequent Events , Note 21).

additional financing and capital-raising activities as required to support ongoing operations

and fund strategic initiatives.

cost-management measures, including reductions in payroll, operating expenses, and discretionary

in Injective digital assets, which totaled approximately $11.4 million subsequent to year-end,

and which management believes may generate future economic benefit depending on market performance.

management believes these plans are achievable, there can be no assurance that the Company will obtain the necessary financing or that

the planned initiatives will be successful.

If the Company is unable to secure adequate funding or generate positive operating results,

it may be unable to meet its obligations as they become due.

Net Cash Used in Operating Activities

Net cash used in operating activities was $946,820 for the fiscal year ended August 31, 2025, compared to $1,708,261

for the fiscal year ended August 31, 2024, an improvement of $761,441.

The reduction in operating cash outflows was driven by a smaller

net loss, higher non-cash adjustments (including depreciation, amortization, and the change in fair value of warrant liabilities), and

stronger working-capital performance.

In particular, higher accounts payable and accrued liabilities, combined with stable collections

on trade receivables, contributed to improved liquidity.

Non-cash items such as share-based compensation, lease-related adjustments, and

fair-value remeasurements increased the reconciliation to operating cash but did not affect cash usage.

Net Cash Provided by Financing

Net cash provided by financing

activities totaled $3,458,306 in fiscal 2025, compared with $2,912,627 in fiscal 2024.

The increase primarily reflects additional borrowings

obtained from external lenders and related parties to fund working-capital requirements and support continued investment in technology

and operations.

These borrowings increased interest-expense recognition but provided essential liquidity during the fiscal year.

financing was completed during the year.

Net Cash Used in Investing

Net cash used in investing activities was

$944,187 for the fiscal year ended August 31, 2025, compared with $1,117,390 in the prior year.

The majority of the outflows relate

to the capitalization of internally developed software and enhancements to the Pineapple Plus platform.

These investments are

aligned with management’s ongoing strategy to strengthen the Company’s digital infrastructure, expand automation, and

improve long-term scalability.

Overall Liquidity Position

As of August 31, 2025, the Company

had a cash balance of $2.12 million, compared to $0.58 million at August 31, 2024, representing an increase of approximately $1.54 million.

The year-over-year improvement reflects disciplined cost management, stronger working-capital inflows, and access to financing facilities.

The Company’s capital structure includes common equity, additional paid-in capital, accumulated deficit, and warrant liabilities.

Management continues to monitor

liquidity closely to ensure sufficient resources are available to fund operating requirements, service debt obligations, and support ongoing

technology development.

Although interest costs are expected to remain elevated due to the use of credit facilities, the Company expects

to maintain adequate liquidity through disciplined working-capital management and access to non-dilutive financing sources.

Based on current forecasts,

management believes existing cash resources are sufficient to meet operating needs for at least the next 12 months and to support the

Company’s strategic growth initiatives.

following table presents our liquidity:

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Prepaid expenses and deposit

of August 31, 2024, Pineapple Financial maintained a liquidity position with $580,356 in cash and along with trade

and other receivables, prepaid expenses, and deposits, demonstrating the Company’s ability to meet its short-term obligations.

However, cash decreased by $140,009 compared to August 31, 2023.

This decrease was primarily driven by strategic

investments in the expansion of operations and technology development to strengthen the Company’s competitive position.

Additionally,

broader macroeconomic challenges, including a depressed Canadian real estate market and economic headwinds, have impacted liquidity during

Despite these challenges, Pineapple Financial remains focused on prudent financial management, ensuring that resources are

allocated efficiently to support growth while maintaining sufficient liquidity to meet ongoing obligations.

As of August 31, 2025, the Company’s

total current assets increased to $2,319,595, compared to $893,490 as of August 31, 2024, representing a year-over-year improvement of

approximately $1.43 million.

The increase was driven primarily by a significant strengthening of the Company’s cash position.

Cash increased to $2,117,371

as of August 31, 2025, compared to $580,356 in the prior year.

This improvement reflects proceeds from financing activities, tighter operating-cost

management, and more efficient cash planning during the fiscal year.

Trade and other receivables

decreased to $92,223, from $155,224 as of August 31, 2024.

The decrease is mainly due to reversal of Govt Incentives during the year.

Prepaid expenses and deposits

totaled $110,001, compared to $157,910 in the prior year, reflecting the timing of annual software, insurance, and service contracts that

require advance payment.

Overall, the Company’s

enhanced liquidity position demonstrates strengthened financial flexibility, supported by disciplined spending, operational efficiencies,

and strategic use of financing to fund technology development and working-capital requirements.

Management believes that current liquidity,

combined with expected operating cash flows, is sufficient to meet all short-term obligations and support near-term growth initiatives.

Accounting Policies and Significant Judgments and Estimates

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to a customer.

The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances

The standard requires entities to exercise Judgment, taking into consideration all of the relevant facts and circumstances

when applying each step of the model to contracts with customers.

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the Company transfers goods or services to a customer, Revenue is recognized at an amount that reflects the consideration expected to

Company operates an online platform powered by Salesforce, that enables brokers and agents to efficiently close deals.

Company operates an online platform, that enables brokers and agents to efficiently close deals.

Company’s subsidiary, Pineapple Insurance Inc., generates Revenue by charging premiums for insurance policies and services.

Insurance is affiliated with a major insurance company, from which it earns commissions for providing services, primarily mortgage insurance.

Mortgage insurance is a requirement for each mortgage.

Pineapple Insurance acts as the agent that supplies insurance services to the

consumer and is paid a commission from the premiums collected by the insurance company whose products and services it provides to the

end consumer.

Additionally, Pineapple Insurance has adopted ASC 606.

Mortgage insurance is a offered for each mortgage.

Pineapple Insurance acts as the agent that supplies insurance services to the consumer

and is paid a commission from the premiums collected by the insurance company whose products and services it provides to the end consumer.

of presentation, functional and presentation currency

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will be a foreign currency translation undertaken to report under US GAAP which will be the basis of presentation.

Foreign Currency Transactions and Translation

Although the Company conducts substantially all of its operating activities and generates nearly all revenues and

expenses in Canadian dollars (“CAD”), it engages in certain financing and vendor transactions that are denominated in U.S.

dollars (“USD”).

These USD-denominated balances include equity proceeds raised in USD, payments to U.S.-based service providers,

and other non-operating expenditures.

Foreign currency transactions are translated into CAD at the exchange rate in effect on the transaction date.

assets and liabilities denominated in USD are remeasured at the closing exchange rate at each reporting date, and the resulting foreign

exchange gains or losses are recognized in the consolidated statements of operations.

In addition, because the Company reports its consolidated financial statements in U.S.

dollars, CAD-denominated assets,

liabilities, revenues, and expenses are translated into USD using appropriate period-end or average exchange rates.

These translation

adjustments are recorded within other comprehensive income (loss) and do not impact the Company’s underlying cash flows or economic

relevant criteria applicable is ASC 842.

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total amount of both investments was recorded at fair value, and any impairment loss is recognized in profit and loss account.

Based Compensation

compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock

Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee, non-employee

and director services received in exchange for an award of equity instruments over the period the employee, non-employee or director

is required to perform the services in exchange for the award (presumptively, the vesting period).

ASC 718 also requires measurement

of the cost of employee, non- employee, and director services received in exchange for an award based on the grant-date fair value of

Company has a share option plan (the “Plan”) to attract, retain and motivate qualified directors, officers, employees, and

consultants whose present and future contributions are important to the success of the Company by offering them an opportunity to participate

in the Company’s future performance through the award of share options.

share option converts into one common share of Pineapple Financial Inc.

No amounts are paid or payable by the recipient

on receipt of the option.

The options carry neither right to dividends nor voting rights.

Options may be exercised at any time from the

date of vesting to the date of their expiry.

2017, the Plan was amended such that the total number of common shares reserved and available for grant and issuance pursuant to the

Plan is to equal 10% of the issued and outstanding common shares of the Company.

granted on June 14, 2021, vest over a 2-year period whereby 25% of the options granted vested on the date of grant, and the remaining

unvested options vest in equal instalments every 6-months thereafter.

The fair value of stock options granted was $1,317,155.

These options were fully vested in year ended August 31, 2023.

July 6, 2023, we completed a 1-for-3.9 reverse stock split, or the Reverse Split, effective immediately.

Consequently, all the share

numbers, shares prices, and exercise prices have been retroactively adjusted in these condensed interim consolidated financial statements

for all periods presented.

and Procedures

the Company is not currently required to maintain an effective internal controls system, we recognize the importance of strong internal

controls and have proactively initiated steps to establish and enhance our control environment.

These measures include:

skilled staff in financial, accounting, and external reporting roles, focusing on segregation

regular reconciliations to ensure accurate recording, correct classification, and balanced

timely and accurate recording of expenses, liabilities, and other accounting entries in accordance

with the matching principle.

Company accounts for share-based compensation in accordance with ASC 718, Compensation — Stock Compensation, which requires the

recognition of the fair value of equity awards granted to employees, directors, and consultants as compensation expense over the vesting

The fair value of share options and restricted share units (“RSUs”) is determined at the grant date and expensed

on a straight-line basis over the service period, net of estimated forfeitures.

Incentive Plans

Financial Inc.

maintains two equity-based compensation plans:

2021 Stock Option Plan, and

2022 Omnibus Equity Incentive Plan.

these plans authorize the issuance of awards representing up to 10 % of the Company’s issued and outstanding common shares at any

Awards may be granted as stock options, RSUs, or other equity-linked instruments intended to attract, retain, and motivate

qualified directors, officers, employees, and consultants whose performance contributes to the Company’s success.

July 16, 2025, the Board of Directors approved the grant of an aggregate 120,007 RSUs and stock options under the above plans, in accordance

with the Board resolution dated June 26, 2025.

These awards were made to recognize past contributions and to further align management and employee interests with those of shareholders.

RSU awards were fully vested at the date of grant and issued in recognition of historical performance, subject to statutory tax withholdings

and required regulatory filings.

The fair value of these awards was determined based on the market price of the Company’s common

shares on the grant date.

No cash consideration was received upon issuance, and the RSUs carry no voting or dividend rights prior to

options granted under the 2021 Legacy Plan in prior fiscal years remain outstanding and are exercisable at prices adjusted for the 1-for-20

reverse stock split completed in July 2025.

Those awards were fully vested as of August 31, 2023.

the fiscal year ended August 31, 2025, total share-based compensation expense recognized in the consolidated statement of operations

amounted to $235,006, reflecting the fair-value recognition of RSU and option grants under ASC 718.

Company expects future share-based compensation expense to remain modest relative to revenue as the current pool of awards covers key

management for the next fiscal cycle.

Controls and Procedures

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.

Based on this evaluation, management concluded that the

Company’s disclosure controls and procedures were effective as of August 31, 2025, in ensuring that information required to be

disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and

reported within the time periods specified by the SEC’s rules and forms, and (ii) accumulated and communicated to management,

including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

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.

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

qualified accounting and financial reporting personnel with clear segregation of duties.

regular reconciliations and reviews to ensure accurate classification and reporting of transactions.

● Implementing

dual-authorization procedures for significant accounting entries and payments.

● Maintaining

a detailed fixed assets register to track users, departments, and assets.

internal review and approval of accounting transactions by at least two independent personnel.

● Documenting

processes, assumptions, and conclusions related to significant estimates.

a comprehensive fixed-asset register and supporting documentation for material balances.

● Establishing

comprehensive documentation of accounting policies and procedures.

of August 31, 2024, under the supervision and with the participation of management, including our principal executive officer and principal

financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting.

Based on this assessment,

management concluded that our disclosure controls and procedures were effective as of August 31, 2024.

made during the year include implementing independent reviews, approval processes for transactions and reconciliations, and hiring additional

personnel to strengthen our control environment.

Plans are underway to further enhance controls by segregating duties and improving processes,

ensuring robust and effective internal controls that support the integrity of our financial reporting.

documentation for key estimates, judgments, and accounting policies.

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.

in Internal Control Over Financial Reporting

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.

on August 31, 2025, the Company’s financial instruments consist of cash, trade and other receivables, investments, accounts payable

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the asset or liability, either

directly (i.e., as prices) or indirectly (i.e., derived from prices);

(i.e., as prices) or indirectly (i.e., derived from prices);

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not

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categorized by hierarchical levels and their related classifications.

As of August 31, 2024

of August 31, 2025

and Uncertainties

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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 7. Management’s Discussion and Analysis