UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended May 31, 2026
OR
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
Commission
File Number 001-41738
PINEAPPLE
FINANCIAL INC.
(Exact
name of registrant as specified in its charter)
Canada
Not
applicable 00-0000000
(State
or other jurisdiction
of
incorporation or organization)
(I.R.S.
Employer
Identification
No.)
Unit
200 , 111 Gordon Baker Road
North
York , Ontario M2H 3R1
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (416) 669-2046
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐.
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
☐
Accelerated
Filer
☐
Non-accelerated
filer
☒
Smaller
reporting company
☒
Emerging
Growth Company
☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
symbol
Name
of each exchange on which registered
Common
Shares, no par value
PAPL
NYSE
American
The
number of shares of the registrant’s common stock issued and outstanding, as of July 20, 2026 was 25,271,197
PINEAPPLE
FINANCIAL INC.
TABLE
OF CONTENTS FOR FORM 10-Q
PART
I.
FINANCIAL
INFORMATION
Item
1.
Financial
Statements
Condensed
Interim Consolidated Balance Sheets - Unaudited
1
Condensed
Interim Consolidated Statements of Operations and Comprehensive Loss - Unaudited
2
Condensed
Interim Consolidated Statements of Changes in Shareholders’ Equity - Unaudited
3
Condensed
Interim Consolidated Statements of Cash Flow – Unaudited
4
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
5
Item
2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
31
Item
3.
Quantitative
and Qualitative Disclosures About Market Risk
49
Item
4.
Controls
and Procedures
49
PART
II.
OTHER
INFORMATION
Item
1.
Legal
Proceedings
50
Item
1A.
Risk
Factors
50
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds
53
Item
3.
Defaults
Upon Senior Securities
54
Item
4.
Mine
Safety Disclosures
54
Item
5.
Other
Information
54
Item
6.
Exhibits
54
SIGNATURES
55
i
Pineapple
Financial Inc.
Condensed
Interim Consolidated Balance Sheets - Unaudited
For
the nine month period ended May 31, 2026
(Expressed
in US Dollars)
As at:
May
31, 2026
August
31, 2025
$
$
Assets
Current assets
Cash
5,089,707
2,117,371
Restricted cash
Note 13
5,424,320
-
Trade and other receivables
452,244
92,223
Loans receivable – related parties
Note 12
12,002,619
-
Prepaid
expenses and deposits
524,555
110,001
Total current assets
23,493,445
2,319,595
Investment
9,819
9,733
Digital assets
Note 5
49,400,549
-
Right-of-use asset – net
Note 10
444,758
530,163
Property and equipment – net
32,250
61,957
Intangible assets - net
Note 4
2,472,291
2,495,773
Total
Assets
75,853,112
5,417,221
Liabilities and Shareholders’
Equity
Current liabilities
Accounts payable and accrued
liabilities
1,659,294
2,125,160
Loans payable – related parties
Note 12
21,442,877
-
Deferred revenue
78,370
108,552
Warrant liability
Note 7
150,198
632,753
Derivative liability
Note 19
65,241
-
Loans from directors
-
629,120
Current portion of lease
liability
Note 10
146,338
138,859
Total current liabilities
23,542,318
3,634,444
Deferred government incentive
Note 14
235,942
314,998
Lease liability
Note 10
455,547
561,100
Total
liabilities
24,233,807
4,510,542
Shareholders’ Equity
Common shares (*), no par value; unlimited authorized; 25,534,070 issued
and outstanding shares as of May 31, 2026 and 1,340,941 as at August 31, 2025.
Note 6
62,378,305
11,621,468
Common shares to be issued
88,136
88,136
Additional paid-in capital
Note 7
4,428,359
3,102,814
Accumulated other comprehensive loss
( 532,087 )
( 509,300 )
Accumulated deficit
( 14,743,408 )
( 13,396,439 )
Total
stockholders’ equity
51,619,305
906,679
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
75,853,112
5,417,221
Description
of business (note 1)
Going
concern (note 1)
Contingencies
and commitments (note 15)
Approved
on behalf of Board of Directors
“Shubha
Dasgupta”
“Drew
Green”
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
1
Pineapple
Financial Inc.
Condensed
Interim Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
For
the three month and nine month periods ended May 31, 2026
(Expressed
in US Dollars)
May 31, 2026
May 31, 2025
May 31, 2026
May 31, 2025
Three
months ended
Nine
months ended
May 31, 2026
May 31, 2025
May 31, 2026
May 31, 2025
For
the period ended
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
$
$
$
$
Revenue
Note 16
622,502
746,903
2,052,335
2,259,396
Expenses and other income
Selling, general and administrative
Note 17
552,659
527,835
1,747,235
1,522,778
Advertising and Marketing
292,314
292,489
708,691
617,987
Salaries, wages and benefits
391,309
394,648
740,798
1,223,722
Interest expense and bank
charges
448,510
31,216
1,077,031
306,267
Depreciation and amortization
255,023
219,355
719,173
648,991
Fair value gain on Digital assets
( 25,824,284 )
-
( 2,809,970 )
-
Staking income
( 399,134 )
-
( 620,849 )
-
Government
Incentive
Note 14
( 27,423 )
( 22,109 )
( 81,792 )
( 70,657 )
Total
expenses
( 24,311,026 )
1,443,434
1,480,317
4,249,088
Gain/(Loss) from operations
24,933,528
( 696,531 )
572,018
( 1,989,692 )
Foreign exchange (loss)
gain
186,281
( 6,018 )
27,068
( 1,905 )
Interest income
155,480
-
369,539
-
Financing cost - warrants
-
( 164,703 )
( 1,325,558 )
( 164,280 )
Financing cost -Equity
line of credit
Note 20
-
-
( 1,500,000 )
-
Gain (loss) on derivative
liability
Note 19
26,812
-
42,556
-
Gain (loss) on change in
fair value of warrant liability
Note 7
( 52,018 )
309,516
467,408
341,765
Gain/(Loss) before income
taxes
25,250,083
( 557,736 )
( 1,346,969 )
( 1,814,112 )
Income taxes (recovery)
expense
-
-
-
-
Net gain/(loss)
25,250,083
( 557,736 )
( 1,346,969 )
( 1,814,112 )
Foreign currency translation adjustment
( 76,597 )
( 34,703 )
22,787
52,853
Net gain/(loss) and comprehensive
(loss)
25,173,486
( 592,439 )
( 1,324,182 )
( 1,761,259 )
Gain/(loss) per share -
basic
0.99
( 0.93 )
( 0.09 )
( 3.50 )
Gain/(loss) per share - diluted
Note 8
0.99
( 0.93 )
( 0.09 )
( 3.50 )
Weighted average number of common shares outstanding - basic
25,534,070
635,712
14,513,147
503,374
Weighted average number
of common shares outstanding - diluted
Note 8
25,580,507
635,712
14,513,147
503,374
On
July 16, 2025, the Company effected a 20-for-1 reverse stock split of its issued and outstanding common shares. All share and per-share
information presented in the consolidated financial statements, including weighted-average shares outstanding, EPS, and disclosures
related to stock options, restricted stock units (“RSUs”), and warrants, have been retroactively adjusted to reflect the reverse stock split for all periods
presented .
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
2
Pineapple
Financial Inc.
Condensed
Interim Consolidated Statements of Changes in Shareholders’ Equity - Unaudited
(Expressed
in US Dollars)
Additional
Paid
in
Accumulated
Common
Common
Capital
other
Accumulated
Total
Shares
shares
to
(Note
6
comprehensive
(deficit)
shareholders’
(Note
6)
be
issued
and
7)
loss
earnings
equity
$
$
$
$
$
$
Balance, August 31, 2024
8,559,856
-
2,955,944
( 408,510 )
( 9,757,974 )
1,349,316
Shares issued against S3
731,922
-
-
-
-
731,922
Shares against FPO
628,292
-
-
-
-
628,292
Foreign exchange translation
-
-
-
( 52,853 )
-
( 52,853 )
Net gain/(loss)
-
-
-
-
( 1,814,112 )
( 1,814,112 )
Balance, May 31, 2025
9,920,070
-
2,955,944
( 461,363 )
( 11,572,086 )
842,565
Balance, August 31, 2025
11,621,468
88,136
3,102,814
( 509,300 )
( 13,396,439 )
906,679
Balance
11,621,468
88,136
3,102,814
( 509,300 )
( 13,396,439 )
906,679
Shares issued through private investment in
public equity (“PIPE”)- cash
21,949,955
-
-
-
-
21,949,955
Shares issued through PIPE in-kind
31,323,740
-
-
-
-
31,323,740
Shares issued against compensation
142,000
-
-
-
-
142,000
Share issue cost
( 2,033,995 )
-
-
-
-
( 2,033,995 )
Shares issued against warrants exercise
35,422
-
-
-
-
35,422
Equity – classified warrants issued for advisory services
-
-
1,325,558
-
-
1,325,558
Equity – classified warrants exercised-Cash received
38
-
-
-
-
38
Equity – classified warrants exercised- Transferred from APIC
13
-
( 13
)
-
-
-
Shares repurchased
( 660,336 )
-
-
-
-
( 660,336 )
Foreign exchange translation
-
-
-
( 22,787 )
-
( 22,787 )
Net loss
-
-
-
-
( 1,346,969 )
( 1,346,969 )
Net profit (loss)
-
-
-
-
( 1,346,969 )
( 1,346,969 )
Balance, May 31, 2026
62,378,305
88,136
4,428,359
( 532,087 )
( 14,743,408 )
51,619,305
Balance
62,378,305
88,136
4,428,359
( 532,087 )
( 14,743,408 )
51,619,305
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
3
Pineapple
Financial Inc.
Condensed
Interim Consolidated Statements of Cash Flow – Unaudited
For
the nine month period ended May 31, 2026
(Expressed
in US Dollars)
For the nine months ended:
May
31, 2026
May
31, 2025
$
$
Cash provided by (used for)
the following activities
Operating activities
Net loss for the period
( 1,346,969 )
( 1,814,112 )
Adjustments for the following
non-cash items:
Depreciation of property
and equipment
32,363
64,201
Bad debt written off
18,050
-
Staking income
( 620,849 )
-
Amortization of intangible
assets
Note 4
600,419
430,391
Depreciation on right of
use asset
Note 10
124,363
154,399
Interest expense on lease
liability
Note 10
29,257
39,601
Derivative liability
65,241
-
Financing cost - warrants
1,325,558
-
Share-based compensation
142,000
-
Change in fair value of
warrant liability
Note 7
( 467,408 )
341,765
Fair value (gain)/loss
on digital assets
Note 5
( 2,809,970 )
-
Foreign exchange gain (loss)
-
( 1,905 )
Net changes in non-cash
working capital balances:
Trade and other receivables
( 378,071 )
( 25,238 )
Prepaid expenses and deposits
( 414,554 )
76,090
Accounts payable and accrued
liabilities
( 811,600 )
337,367
Deferred government incentive
( 79,056 )
( 81,164 )
Deferred
revenue
( 30,182 )
39,407
Net cash
used in operating activities
( 4,621,408 )
( 439,198 )
Financing activities
Share capital issuance
Note 6
19,915,960
1,360,214
Share repurchase
( 660,336 )
-
Proceeds from director’s
loan
-
633,259
Proceeds from warrant exercise
15,038
-
Repayment of director loans
( 613,700 )
-
Proceeds from loans payable
Note 12
21,442,877
-
Repayment of lease obligations
Note 9
( 134,085 )
( 157,146 )
Net cash
provided by financing activity
39,965,754
1,836,327
Investing activities
Additions to intangible
assets
Note 4
( 554,464 )
( 811,443 )
Loan receivable
Note 12
( 12,002,619 )
-
Additions to property and
equipment
( 1,944 )
-
Purchase of digital assets
Note 5
( 14,645,990 )
-
Purchase of digital assets acquired through account payable
345,734
-
Net cash
used in investing activity
( 26,859,283 )
( 811,443 )
Net change in cash
8,485,063
585,686
Effect of changes in foreign
exchange rates
( 88,407 )
( 31,459 )
Cash, beginning of period
2,117,371
580,356
Cash
and restricted cash, end of period
10,514,027
1,134,583
Supplemental
cash-flow information
For the nine months ended:
May 31, 2026
May 31, 2025
$
$
Supplemental
cash-flow information
Cash paid for interest
50,844
306,267
Cash received for interest
61,847
-
Cash paid for income tax
-
-
Noncash transaction
Amount
Noncash transaction
Common shares issued in exchange for digital assets under the PIPE
$ 31,323,740
Equity-classified Meteora warrants issued for advisory services
$ 1,382,558
Common shares issued in exchange for legal services
$ 142,000
Loan receivable and corresponding related-party loan payable recognized under the Injective Foundation collateral arrangement
$ 2,002,619
Unsettled spot purchases recognized through accounts payable
$ 345,734
Warrant liability transferred to equity upon exercise
$ 20,388
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
4
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
period the ended May 31, 2026
(Expressed
in US Dollars)
1.
Description of business
Pineapple
Financial Inc., (“the Company”) was incorporated in 2006, under the Ontario Business Corporations Act. Later the
company was registered under Canadian Business Corp. The Company’s head office is located at 200-111 Gordon Baker Road, Toronto,
Ontario, M2H 3R1 Canada and its securities are publicly listed on the New York Stock Exchange American (NYSE American) under ticker “PAPL”.
The
Company operates through two reportable operating segments: Mortgage Operations and Digital Asset Operations.
The
Mortgage Operations segment provides mortgage brokerage and related technology-enabled services in Canada, including mortgage origination
support, subscription-based software and related ancillary services.
During
fiscal 2026, the Company expanded its business to include a Digital Asset Treasury strategy, which is reported as the Digital Asset Operations
segment. The Digital Asset Operations segment includes the acquisition, custody, financing, staking and management of digital assets,
primarily Injective (“INJ”) tokens. The Company recognizes staking income from eligible digital asset holdings and measures
qualifying digital assets at fair value in accordance with U.S. GAAP.
The
Company’s consolidated financial statements include the accounts of Pineapple Financial Inc. and its wholly owned subsidiaries,
including Pineapple Insurance Inc. and Pineapple National Inc. All significant intercompany balances and transactions have been eliminated
on consolidation.
Going
Concern
The
accompanying condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities in the normal course of business.
As
of May 31, 2026, the Company had an accumulated deficit of $ 14.7 million and incurred a net
loss of $ 1.3 million during the nine months then ended. The Company also used $ 4.6
million of cash in operating activities during the nine-month period ended May 31, 2026. Although a significant portion of the
operating cash outflows related to non-recurring financing activities associated with the Company’s private placement and Digital Asset
Treasury strategy, these conditions indicate that the Company has not yet consistently generated sufficient cash flows from operations
to fund its activities.
These
conditions, including the Company’s accumulated deficit, history of operating losses, and negative operating cash flows, raise substantial doubt about the Company’s ability to
continue as a going concern within one year after the date that these financial statements are issued.
5
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
1.
Description of business (continued from previous page)
Management
has implemented and continues to pursue the following initiatives to improve liquidity and support ongoing operations:
Management
has implemented and continues to pursue plans intended to improve liquidity and support ongoing operations, including:
● Generating
cash flows from operations, including continued mortgage operations and income generated
from delegated staking activities associated with the Company’s digital asset holdings;
● Maintaining
cost discipline through ongoing management of payroll, discretionary expenditures and working
capital;
● Managing
liquidity and capital resources, including monitoring collateral requirements and optimizing
the deployment of available cash and digital assets; and
● Obtaining
additional financing, if necessary, through equity issuances, debt financing or other capital-raising
transactions.
Management
believes that these plans, together with the Company’s existing cash and restricted cash balances of approximately $ 10.5
million and access to financing arrangements, provide sufficient liquidity to fund operations and meet obligations as they become
due for at least the next twelve months and a reasonable basis for continuing operations. However, there can be no assurance that
these plans will be successfully executed. Accordingly, substantial doubt about the Company’s ability to continue as a going
concern remains.
Impact
of Macroeconomic Conditions, Interest Rates and Digital Asset Market Conditions
The
Company’s operations are affected by general economic conditions, including changes in interest rates and conditions affecting the Canadian
mortgage market. In addition, the Company holds digital assets, primarily Injective (“INJ”) tokens, the value of which is subject
to market volatility. Changes in digital asset prices may result in significant fluctuations in the Company’s results of operations due
to the fair value measurement of its crypto assets under U.S. GAAP.
6
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
1.
Description of business (continued from previous page)
2.
Material accounting policies
Statement
of compliance
The
accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles (GAAP) for interim financial information and, for SEC registrants, with the instructions to Form 10-Q and Article
10 of Regulation S-X.
The
condensed interim consolidated financial statements were authorized for issue by the Board of Directors on July 20, 2026.
Basis
of preparation and presentation currency
The
condensed interim consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal course of business on the historical cost basis except for
certain financial instruments that are measured at fair value.
All
financial information is presented in US Dollars (“USD”). The interim financial statements are condensed and should be
read in conjunction with the Company’s latest annual year-end consolidated financial statements for the year ended August 31,
2025. It is management’s opinion that all adjustments necessary for a fair statement of the results for the interim period has
been made, and all adjustments are of a recurring nature or a description of the nature of and any amount of any adjustments other
than normal recurring nature has been stated. Sufficient disclosures have been made so as to not make the interim financial
information misleading. There are no prior-period adjustments in these condensed interim consolidated financial
statements.
7
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
2.
Significant accounting policies (continued from previous page)
Adjustment
for reverse stock split
On
July 16, 2025, the Company effected a 1-for-20 reverse stock split of its issued and outstanding common shares. The reverse split did
not affect the total shareholders’ equity of the Company or the par value of the common shares. All share, option, warrant and
RSUs amounts, as well as all per-share information presented in these unaudited condensed interim
consolidated financial statements, have been retroactively adjusted to reflect the reverse stock split for all periods presented.
Earnings/(Loss)
per share (EPS)
Basic earnings or loss per share is calculated by
dividing net income or loss attributable to common shareholders by the weighted-average number of common shares outstanding during the
period.
Diluted earnings or loss per share is calculated by
dividing net income or loss attributable to common shareholders by the weighted-average number of common shares outstanding during the
period, adjusted for the effect of potentially dilutive securities, including stock options, restricted share units and warrants, only
when their inclusion would reduce earnings per share or increase loss per share.
For the three months ended May 31, 2026, the Company
reported net income. Accordingly, potentially dilutive securities were evaluated for inclusion in diluted earnings per share. Certain
restricted share units were included in the diluted weighted-average number of common shares to the extent dilutive. Stock options and
warrants were excluded because their effect would have been anti-dilutive or because applicable exercisability conditions had not been
satisfied.
For the nine months ended May 31, 2026, the Company
reported a net loss. Accordingly, all potentially dilutive securities, including stock options, restricted share units and warrants, were
excluded from diluted loss per share because their inclusion would have been anti-dilutive. As a result, diluted loss per share was the
same as basic loss per share for the nine-month period.
For the three and nine months ended May 31, 2025, the Company reported
net losses. Accordingly, all potentially dilutive securities were excluded from diluted loss per share because their effect would have
been anti-dilutive.
Operating
segments
The
Company determines its operating and reportable segments in accordance with the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 280, Segment Reporting. Operating segments are identified based on the manner in
which financial information is regularly reviewed by the Company’s chief operating decision makers (“CODM”) for the
purposes of allocating resources and assessing performance.
During
the nine months ended May 31, 2026, the Company revised its internal reporting structure to reflect the expansion of its business activities.
As a result, the Company now operates through two reportable segments:
●
Mortgage
Operations - includes the Company’s traditional mortgage brokerage, underwriting, and related services, which generate revenue
from commissions, fees, and other mortgage-related activities.
●
Crypto
Asset Operations - includes the Company’s digital asset treasury strategy, comprising the acquisition, management, and valuation
of digital assets, as well as yield-generating activities such as staking and other blockchain-based initiatives.
The
Company’s chief operating decision makers, identified as the Chief Executive Officer and Chief Financial Officer, review financial
information for these two segments separately to evaluate performance and make decisions regarding resource allocation.
Segment
performance is primarily evaluated based on revenue, operating income (loss), and key underlying drivers specific to each segment, including
transaction volumes in the mortgage business and fair value movements and yield generation in the digital asset segment.
Basis
of Consolidation and Foreign Currency Translation
The
accompanying unaudited condensed interim consolidated financial statements include the accounts of Pineapple Financial Inc. and its wholly
owned subsidiaries, Pineapple Insurance Inc. and Pineapple National Inc. All intercompany transactions and balances have been eliminated
upon consolidation. The accounting policies of the subsidiaries are consistent with those of the Company.
The
accompanying unaudited condensed interim consolidated financial statements are presented in U.S. dollars, which is the Company’s
reporting currency. The functional currency of the Company’s Canadian mortgage brokerage and insurance operations is the Canadian
dollar, as these operations primarily generate revenues and incur expenses in Canadian dollars. The functional currency of the Company’s
digital asset treasury activities, including activities related to Injective tokens, is the U.S. dollar, as these activities are primarily
managed, financed and measured in U.S. dollars.
Assets
and liabilities of entities or operations with a Canadian dollar functional currency are translated into U.S. dollars at exchange rates
in effect at the balance sheet date. Revenues and expenses are translated at average exchange rates for the applicable period. Equity
transactions are translated at historical exchange rates. Resulting foreign currency translation adjustments are recorded as a separate
component of accumulated other comprehensive income or loss within shareholders’ equity.
Transactions
denominated in currencies other than the applicable functional currency are remeasured into the functional currency at the exchange rate
in effect on the transaction date. Monetary assets and liabilities denominated in currencies other than the applicable functional
currency are remeasured at the exchange rate in effect at the balance sheet date, and the resulting foreign currency gains and losses
are recognized in the consolidated statements of operations and comprehensive loss.
8
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
2.
Significant accounting policies (continued from previous page)
Digital assets
The
Company holds digital assets within the scope of ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets. These assets
consist primarily of Injective (“INJ”) tokens and U.S. dollar-denominated stablecoins.
Digital
assets are recognized when the Company obtains control of the assets, defined as the ability to direct the use of, and obtain substantially
all of the remaining benefits from, the assets, generally upon settlement and transfer to a wallet or account under the Company’s
control.
Digital
assets are subsequently measured at fair value at each reporting date in accordance with ASC 350-60, with changes in fair value
recognized within consolidated statements of operations in the period in which they occur. U.S. dollar-denominated stablecoins are
accounted for as digital assets under ASC 350-60 and are measured at fair value in the same manner as the Company’s other
digital assets. Because these assets are designed to maintain a stable value relative to the U.S. dollar, changes in fair value are
generally not expected to be material. Stablecoins, which include USDC, are redeemable on a one-to-one basis for cash and cash
equivalents and are classified as cash and cash equivalents. USDC is readily convertible to known amounts of cash, allowing for
near-instant, one-to-one redemption of USDC for U.S. dollars. Furthermore, the underlying reserves backing USDC, comprising cash in
segregated accounts titled for benefit of USDC holders and a government money market fund that holds cash, short-duration U.S.
Treasuries, and overnight U.S. Treasury repurchase agreements, exhibit the risk and liquidity characteristics of cash equivalents as
defined in ASC 230, Statement of Cash Flows. Digital assets are initially recognized at cost, including directly attributable
transaction costs, or at fair value on the date of receipt for digital assets acquired through non-cash transactions, including
staking rewards or exchanges for equity. The cost of digital assets disposed of is determined using the weighted-average cost method.
Fair value is determined in
accordance with ASC 820, Fair Value Measurement, using quoted prices in active markets for identical assets (Level 1 inputs). The
Company has determined that Coinbase Global, Inc.’s Coinbase exchange (“Coinbase”) represents its principal market for Injective (“INJ”) tokens, as it is the market
with the greatest volume and level of activity that is accessible to the Company. Accordingly, fair value is based on the quoted
closing price in the Company’s principal market at the measurement date. For purposes of determining and documenting the
applicable closing price, the Company utilizes pricing information published by Coinbase, which sources and reports
exchange-specific market data, including the official Coinbase closing price, and provides a consistent, transparent, and
independently verifiable historical pricing record. Management believes the use of Coinbase as the pricing source faithfully
reflects the quoted price in the Company’s principal market while providing consistency in the application of its fair value
measurement policy across reporting periods.
Digital
assets are presented in the consolidated balance sheets based on their nature and the Company’s intended use, consistent with applicable
accounting guidance. The classification of digital assets as current or non-current involves management judgment based on expected holding
periods and liquidity considerations.
Staking
Income
The
Company participates in proof-of-stake validation activities through delegated staking arrangements related to its digital assets,
whereby it earns rewards in the form of additional digital tokens for supporting blockchain network operations.
Staking
rewards are recognized as income when the Company obtains control of the reward tokens, which generally occurs when the rewards are received
or become claimable by the Company. The determination of when control is obtained requires judgment based on the terms of the underlying
staking arrangements.
Staking
rewards are measured at fair value at the time of receipt or when they become claimable, using quoted market prices in active markets
(Level 1 inputs) in accordance with ASC 820, Fair Value Measurement.
Staking
income is recognized within other income as a component of digital asset-related income, which is distinct from the Company’s core
operating revenue streams. After initial recognition, reward tokens that meet the scope criteria of ASC 350-60 are included within digital assets and are subsequently measured at fair value at each reporting date, with changes in fair value recognized in net income in accordance
with the Company’s accounting policy for digital assets.
Derivative
Liability
The Company enters into derivative transactions related to digital assets, principally consisting of costless collars
executed through contemporaneous purchased put and written call option positions, together with a limited number of standalone written
put options. The Company evaluates each option contract under ASC 815, Derivatives and Hedging. Each purchased put, written call and standalone
written put meets the definition of a derivative instrument and is separately recognized and measured at fair value.
9
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
2.
Significant accounting policies (continued from previous page)
Derivative
instruments are recognized as assets or liabilities in the consolidated balance sheets and are measured at fair value at inception and
at each reporting date. Premiums received upon entering into written put option contracts are included in the initial fair value measurement
of the derivative liability. Collateral posted in connection with derivative arrangements is accounted for separately from the related derivative
instruments and is presented within restricted cash in the condensed consolidated balance sheets (see Note 13). Such collateral is not
included in the measurement of the derivative asset or liability.
For balance-sheet presentation, the Company has elected to offset qualifying derivative asset and liability fair values
executed with the same counterparty under an enforceable master netting arrangement in accordance with ASC 815-10-45-5.
Changes
in the fair value of derivative instruments are recognized in net income in the period in which they occur. The Company does not designate
its derivative instruments as hedging instruments for accounting purposes.
The fair values of the Company’s derivative instruments are determined in accordance with ASC 820, Fair
Value Measurement . The Company considers counterparty-provided
quarter-end valuations developed using established option-pricing methodologies consistent with the Black-Scholes-Merton framework. The
valuation methodology incorporates market-based and market-corroborated inputs, including the spot price of the underlying digital asset,
contractual strike price, remaining term to expiration, expected or implied volatility, risk-free interest rate and applicable settlement
terms. Management independently evaluates the valuation methodology and significant inputs and performs a separate reasonableness assessment
of the reported fair values. As of May 31, 2026, management’s independent assessment produced values that were not materially different
from the counterparty-provided valuations. The Company’s derivative instruments are classified within Level 2 of the fair value hierarchy because the valuation
incorporates inputs that are not directly observable, including implied volatility used in the option-pricing models. The Company does not designate these derivative instruments as hedging
instruments for accounting purposes.
Loans
Payable and Loans Receivable
The
Company accounts for borrowings under its secured financing arrangements as debt obligations in accordance with ASC 470, Debt .
Borrowings are initially recognized at the amount of proceeds received, net of any applicable debt issuance costs or discounts, and
are subsequently measured at amortized cost. Interest expense is recognized over the contractual term of the borrowing using the
effective interest method in accordance with ASC 835, Interest .
The Company also recognizes loans receivable arising from financing, collateral, treasury management or other contractual
arrangements when it has a contractual right to receive cash or other financial assets from a counterparty. Loans receivable are accounted
for as a financial asset and are measured at amortized cost, net of any allowance for expected credit losses, if applicable. Interest
income is recognized over the contractual term of the arrangement using the effective interest method and is included in interest income
in the consolidated statements of operations and comprehensive loss.
Loans payable and loans receivable are presented on a gross basis in the consolidated balance sheets. The Company
does not offset loans payable against loans receivable because the arrangements represent separate contractual rights and obligations
and the criteria for offsetting under ASC 210-20, Balance Sheet -Offsetting , have not been met.
Collateral
pledged or received in connection with these arrangements is accounted for separately from the related loan payable or loan receivable,
unless the applicable arrangement meets the criteria for sale, derecognition, or offsetting under U.S. GAAP.
10
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
2.
Significant accounting policies (continued from previous page)
Recently
Issued and Adopted Accounting Standards
As
an “emerging growth company,” as defined under the Jumpstart Our Business Startups Act of 2012, the Company is permitted
to delay adoption of new or revised accounting pronouncements applicable to public business entities until such pronouncements are applicable
to private companies. The Company has elected to use the extended transition period provided under the JOBS Act. Accordingly, unless
otherwise indicated, the adoption dates discussed below reflect this election.
Accounting
Pronouncements Not Yet Adopted
ASU
2024-03 - Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income
Statement Expenses, as clarified by ASU 2025-01
In
November 2024, the FASB issued ASU 2024-03, which requires public business entities to disclose additional information about certain
expenses included in relevant expense captions presented on the face of the income statement. In January 2025, the FASB issued ASU 2025-01
to clarify the effective date for interim reporting periods for entities with non-calendar year-ends.
The
amendments in ASU 2024-03 apply to public business entities and are effective for annual reporting periods beginning after December 15,
2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The
Company is currently evaluating the impact of this guidance on its consolidated financial statement disclosures. The Company expects
the adoption to affect disclosures only and does not expect a material impact on its consolidated financial position, results of operations
or cash flows.
ASU
2024-04 – Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments
In
November 2024, the FASB issued ASU 2024-04, which clarifies the requirements for determining whether certain settlements of convertible
debt instruments should be accounted for as induced conversions. The amendments are intended to improve consistency in the accounting
for induced conversions of convertible debt instruments.
The
amendments are effective for all entities for annual reporting periods beginning after December 15, 2025, including interim reporting
periods within those annual periods. Early adoption is permitted for entities that have adopted ASU 2020-06. The Company is currently
evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
11
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
2.
Significant accounting policies (continued from previous page)
ASU
2025-03 - Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of
a Variable Interest Entity
In
May 2025, the FASB issued ASU 2025-03, which revises the guidance for determining the accounting acquirer in a business combination effected
primarily by exchanging equity interests when the legal acquiree is a variable interest entity that meets the definition of a business.
The
amendments are effective for all entities for annual reporting periods beginning after December 15, 2026, including interim reporting
periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of this guidance; however,
based on its preliminary assessment, the Company does not expect the adoption to have a material impact unless the Company enters into
a transaction within the scope of the guidance.
ASU
2025-04 – Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to
Share-Based Consideration Payable to a Customer
In
May 2025, the FASB issued ASU 2025-04, which clarifies the accounting for share-based consideration payable to a customer, including
the interaction between ASC 718 and ASC 606.
The
amendments are effective for all entities for annual reporting periods beginning after December 15, 2026, including interim reporting
periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of this guidance; however,
based on its preliminary assessment, the Company does not expect the adoption to have a material impact on its consolidated financial
statements and related disclosures.
ASU
2026-01 - Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock
In
April 2026, the FASB issued ASU 2026-01, which provides guidance on the initial measurement of paid-in-kind dividends on equity-classified
preferred stock. The amendments require paid-in-kind dividends on equity-classified preferred stock to be initially measured on the basis
of the paid-in-kind dividend rate stated in the preferred stock agreement.
The
amendments are effective for all entities for annual reporting periods beginning after December 15, 2026, including interim reporting
periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of this guidance; however,
based on its preliminary assessment, the Company does not expect the adoption to have a material impact unless the Company issues equity-classified
preferred stock with paid-in-kind dividend features.
ASU
2026-02 - Environmental Credits and Environmental Credit Obligations (Topic 818)
In
May 2026, the FASB issued ASU 2026-02, which establishes accounting and disclosure requirements for environmental credits and environmental
credit obligations. The guidance addresses the recognition, measurement, presentation and disclosure of environmental credits and related
regulatory compliance obligations that may be settled with environmental credits.
For
public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2027, including interim
periods within those annual reporting periods. For all other entities, the amendments are effective for annual reporting periods beginning
after December 15, 2028, including interim periods within those annual reporting periods. Early adoption is permitted. The Company is
currently evaluating the impact of this guidance; however, based on its preliminary assessment, the Company does not expect the adoption
to have a material impact on its consolidated financial statements and related disclosures.
The
Company does not believe that any other recently issued accounting standards, if currently adopted, would have a material impact on the
Company’s consolidated financial statements or related disclosures.
12
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
3.
Significant accounting judgments, estimates and assumptions
The
preparation of condensed interim consolidated financial statements requires the directors and management to make judgments, estimates
and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual
results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of
the revision and future periods if the revision affects both current and future periods.
The
following are the critical estimates and judgments applied by management that most significantly affect the Company’s condensed
interim consolidated financial statements. Uncertainty about these assumptions and estimates could result in outcomes that require a
material adjustment to the carrying amount of assets or liabilities affected in future periods.
Digital assets - Fair Value Measurement and Classification
The
Company’s digital assets are measured at fair value at each reporting date in accordance with ASC 350-60, Intangibles - Goodwill
and Other-digital assets, and ASC 820, Fair Value Measurement . Fair value is determined based on quoted prices in active markets
for identical assets, when available. Such measurements are classified within Level 1 of the fair value hierarchy.
The
determination of fair value requires management to identify the principal market, or in the absence of a principal market, the most advantageous
market, for each crypto asset at the measurement date. This determination involves judgment, including consideration of the markets accessible
to the Company, market activity, trading volume, liquidity and the reliability of available pricing information. Although the Company
uses observable market prices when available, crypto asset prices may vary across exchanges or pricing sources, and differences in market
liquidity, transaction timing and market access could affect the fair value measurement.
The
classification of digital assets as current or non-current requires management judgment based on the Company’s intended use of the
assets, expected holding period, liquidity needs and the extent to which the assets are available for use in current operations or settlement
of current obligations.
Management
also applies judgment in determining when the Company obtains control of digital assets, including staking rewards. Control is generally
obtained when the Company has the ability to direct the use of, and obtain substantially all of the remaining economic benefits from,
the asset. The timing of control may depend on the terms of the applicable custody, wallet, exchange, staking or protocol arrangement,
including whether reward tokens have been received, are claimable, or remain subject to substantive restrictions.
13
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
3.
Significant accounting judgments, estimates and assumptions (continued from previous page)
Expected
credit losses (ECL)
The Company applies the expected credit loss model to financial assets
measured at amortized cost, including accounts receivable and loans receivable, in accordance with ASC 326. Determining the allowance
for expected credit losses requires management judgment in assessing historical collection trends, counterparty creditworthiness, current
economic conditions and forward-looking information. Because these factors may change over time, the allowance involves a degree of estimation
uncertainty, and actual credit losses may differ from management’s estimates.
Warrant
liability
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all
of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary
shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted
at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date
thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed interim consolidated
statements of operations and comprehensive loss.
Certain
warrants issued by the Company do not meet the criteria for equity classification under ASC 815 and are therefore accounted for as liabilities.
These warrants are initially recognized at fair value on the date of issuance and are subsequently remeasured at fair value at each reporting
date, with changes recognized in the condensed interim consolidated statements of operations and comprehensive loss.
14
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
3.
Significant accounting judgments, estimates and assumptions (continued from previous page)
Derivative
financial instrument
The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). For derivative financial instruments
that are accounted for as liabilities, the derivative instrument is initially recorded at fair value on the date of issuance and subsequently
remeasured at fair value at each reporting date, with changes in the fair value reported in the condensed interim consolidated statements
of operations and comprehensive loss. For derivative instruments that are classified as equity, the derivative instruments are initially
measured at fair value (or allocated value), and subsequent changes in fair value are not recognized as long as the contracts continue
to be classified in equity.
Going
concern
The
interim condensed interim consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization
of assets and the settlement of liabilities in the ordinary course of business. The carrying values of the Company’s assets, including
property and equipment and intangible assets, and the related depreciation and amortization are based on management’s assessment
of their estimated useful lives and recoverability, which assume that the Company will continue as a going concern.
Should
the Company be unable to continue as a going concern, the carrying values of non-current assets may not be recoverable, and adjustments
could be required to reduce the carrying amounts of such assets, revise their estimated useful lives, or recognize impairment losses,
and to reclassify certain assets and liabilities to current. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty, as management has concluded that the going-concern basis of accounting remains appropriate.
4.
Intangible assets
During
the nine months period ended May 31, 2026, the Company capitalized development costs related to internally generated software classified
as intangible assets. Amortization is recognized on a straight-line basis over the estimated useful life of the underlying assets.
Schedule of cost and accumulated depreciation
Intangible
assets
Cost
Balance, August 31, 2024
$ 3,168,130
Additions
944,187
Translation adjustment
( 95,104 )
Balance, August 31, 2025
$ 4,017,213
Additions
554,464
Translation adjustment
33,090
Balance, May 31, 2026
$ 4,604,767
Accumulated amortization
Balance, August 31, 2024
$ 956,355
Amortization
592,942
Translation adjustment
( 27,857 )
Balance, August 31, 2025
$ 1,521,440
Amortization
600,419
Translation adjustment
10,617
Balance, May 31, 2026
$ 2,132,476
Net carrying value
May 31, 2026
$ 2,472,291
August 31, 2025
$ 2,495,773
15
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
5.
Digital assets at fair value
The
following table presents the changes in the Company’s digital assets measured at fair value for the period:
Schedule
of digital assets measured at fair value
#
$
Balance, August 31, 2025
-
-
Digital assets purchased with
financing proceeds
1,804,600
14,645,990
Digital assets acquired through staking income
162,875
620,849
Digital assets received
in exchange for equity issuance
5,593,525
31,323,740
Digital assets before fair
value remeasurement
7,561,000
46,590,579
Net change in fair value
recognized in earnings
-
2,809,970
Balance, May 31, 2026
7,561,000
$ 49,400,549
As of May 31, 2026, the Company’s only significant digital asset holding consisted of Injective (“INJ”)
tokens. The Company held 7,561,000 INJ with an aggregate cost basis of $ 46,590,579 and an aggregate fair value of $ 49,400,549 . The Company
did not hold any other individually significant digital assets as of May 31, 2026.
Digital
assets purchased with financing proceeds represent INJ tokens acquired using proceeds from the Company’s financing
arrangements. Digital assets
received in exchange for equity issuance represent digital assets received as consideration for the issuance of the Company’s
equity securities.
Digital assets acquired through staking income represent reward tokens for which the Company obtained control during the period. Staking rewards
are measured at fair value at the time control is obtained and are recognized in other income. After initial recognition, such reward
tokens are included in digital assets and are subsequently remeasured at fair value at each reporting date.
For
the nine months ended May 31, 2026, the Company recognized a net unrealized gain of $ 2,809,970 related to changes in the fair value of
its digital assets. The fair value change is non-cash in nature and reflects changes in quoted market prices for the Company’s digital assets during the period. The net change in fair value is recognized in earnings in the consolidated statements of operations and comprehensive
loss in accordance with ASC 350-60.
Digital assets Held in Connection with Financing
Arrangements
Certain of the Company’s Injective (“INJ”) holdings are maintained in institutional custody accounts in
connection with the Company’s secured financing arrangements. Under these arrangements, transfers, releases, or substitutions of such
digital assets are subject to the applicable custody procedures and collateral maintenance requirements specified in the financing agreements.
The Company retains ownership of the digital assets and may obtain the release or substitution of collateral, provided the applicable collateral
requirements and other terms of the financing arrangements continue to be satisfied. As of May 31, 2026, approximately 7,303,725 INJ tokens, with an aggregate fair value of $ 47,719,617 , were pledged
as collateral under these arrangements. Refer to Note 12 for additional information regarding
the Company’s financing and collateral arrangements. These arrangements
do not result in derecognition of the underlying digital assets, which continue to be recognized in the Company’s condensed consolidated
balance sheets.
6.
Share capital
Authorized
share capital
The
authorized share capital of the Company consists of an unlimited number of common shares with no par value.
Schedule
of authorized share capital
#
$
Balance,
August 31, 2024
421,342
8,559,856
Issuance of common shares against S3
19,133
232,708
Issuance of common shares against prefunded
warrants
64,200
780,769
Issuance of common share against S1
500,000
834,000
Issuance of common shares against warrants
conversion
336,266
1,701,398
Share issuance costs
-
( 487,263 )
Balance, August 31, 2025
1,340,941
11,621,468
Issuance of common shares against PIPE – cash
5,776,304
21,949,955
Issuance of common shares against PIPE –
in-kind (digital assets)
18,866,396
31,323,740
Issuance of common shares against warrants
conversion
5,010
35,473
Issuance of common shares in exchange for legal services
100,000
142,000
Repurchase of common shares
( 554,581 )
( 648,805 )
Repurchase of common shares related expenses
-
( 11,531 )
Share issue costs
-
( 2,033,995 )
Balance, May 31, 2026
25,534,070
62,378,305
16
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
6.
Share capital (continued from previous page)
January
6, 2026 – Share issued against PIPE
On
January 6, 2026, the Company completed a PIPE financing, pursuant to which it issued
an aggregate of 24,642,700 common shares.
●
5,776,304
common shares were issued for cash proceeds of $ 21.9 million.
●
18,866,396
common shares were issued in exchange for digital assets with a fair value of $ 31.3 million at the date of issuance.
The
Company incurred share issuance costs of $ 2.0 million related to the PIPE financing, which were recorded as a reduction to share capital.
During
the nine months ended May 31, 2026, the Company issued 100,000
common shares to a third-party service provider in exchange for legal services. The shares were measured at their fair value on the
grant date, resulting in stock-based compensation expense of $ 142,000 ,
which has been recognized in the consolidated statements of operations. The issuance of these shares is reflected within
shareholders’ equity.
Share
Repurchase and Cancellation
During
the nine months ended May 31, 2026, the Company repurchased an aggregate of 554,581
shares of its common stock pursuant to its authorized share repurchase program for total consideration of $ 648,805 ,
excluding transaction costs. Transaction costs directly attributable to the share repurchases of $ 11,531
were recorded as a reduction of share capital within shareholders’ equity.
As
of May 31, 2026, 554,581
of the repurchased common shares had been processed for cancellation.
As a result, the repurchases reduced the number of shares of common stock issued and outstanding and were accounted
for as a reduction of shareholders’ equity in the condensed consolidated balance sheets. No gain or loss was recognized in the
condensed consolidated statements of operations and comprehensive loss in connection with the repurchase and retirement of the Company’s
common stock.
7.
Warrants
a)
Common
Share purchase warrant
Schedule of common share purchase warrant
#
$
Balance,
August 31, 2024
82,650
2,955,944
Share-based compensation
expense
-
146,870
Balance, August 31, 2025
82,650
3,102,814
Expiration of legacy warrants on November 03, 2025
( 82,650 )
-
Issuance of Meteora warrants
1,039,346
1,325,558
Warrants exercised
( 10 )
( 13 )
Balance, May 31, 2026
1,039,336
4,428,359
17
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
As
of August 31, 2025, the Company had 82,650 equity-classified common share purchase warrants outstanding, with an aggregate amount of
$ 3,102,814 recorded in additional paid-in capital. These warrants expired unexercised on November 3, 2025. No gain or loss was recognized
upon expiration, and the related amount remained within additional paid-in capital.
On
January 6, 2026, the Company issued 1,039,346
common share purchase warrants to Meteora Strategic Capital LLC in exchange for advisory services. The warrants were determined to
qualify for equity classification and were measured at their grant-date fair value of $ 1,325,558
recorded in additional paid-in capital with a corresponding financing expense.
During
the nine months ended May 31, 2026, 10 Meteora warrants were exercised for cash proceeds of $ 38 . As of May 31, 2026, 1,039,336 Meteora
warrants remained outstanding and exercisable at $ 3.80 per common share.
7.
Warrants (continued from previous page)
b)
Warrant
liability
The
warrants issued on September 25, 2025 became effective on January 6, 2026 upon satisfaction of the related closing conditions. The warrants
were measured at fair value using the Black-Scholes option pricing model.
On
January 6, 2026, the initial fair value of the warrants was determined using the following assumptions: share price of $ 1.38 ,
exercise price of $ 3.80 ,
expected term of 5
years, risk-free interest rate of 3.51 %,
and expected volatility of 180.05 %.
Schedule of warrant liability
#
$
Fair Value
of Warrants at August 31, 2024
51,313
41,520
Change in fair value of expiration of warrants
relating to conversion debt
( 50,000 )
( 23,873 )
Issuance of warrants against S1
500,000
659,190
Conversion of warrants into shares
( 336,266 )
( 674,914 )
Change in fair value of warrants liability
-
632,410
Translation adjustment
-
( 1,580 )
Fair Value of Warrants at August 31, 2025
165,047
632,753
Conversion of warrants into shares
( 5,000 )
( 20,388 )
Change in fair value of warrants liability
-
( 467,408 )
Translation adjustment
-
5,241
Fair Value of Warrants
at May 31, 2026
160,047
150,198
May
31, 2026
August
31, 2025
Weighted average estimated fair value per common
share
$ 1.07
2.63
Weighted average exercise price of the warrant
$ 3.78
3.20
Weighted average expected life of the warrant
4.25
4.67
8.
Earning / (Loss) per share
The
following table reconciles the numerator and denominator used in the calculation of basic and diluted earnings or loss per share:
Schedule
of earning per share basic and diluted
Three months
ended
May 31, 2026
Three months
ended
May 31, 2025
Nine months
ended
May 31, 2026
Nine months
ended
May 31, 2025
Net income / (loss) attributable to common shareholders
$ 25,250,083
$ ( 557,736 )
$ ( 1,346,969 )
$ ( 1,814,112 )
Weighted-average common shares outstanding — basic
25,534,070
635,712
14,513,147
503,374
Dilutive effect of stock options
-
-
-
-
Dilutive effect of restricted share units
46,437
-
-
-
Weighted-average common shares outstanding — diluted
25,580,507
635,712
14,513,147
503,374
Basic earnings / (loss) per share
$ 0.99
$ ( 0.93 )
$ ( 0.09 )
$
( 3.50 )
Diluted earnings / (loss) per share
$ 0.99
$ ( 0.93 )
$ ( 0.09 )
$ ( 3.50 )
Basic
earnings or loss per share is calculated by dividing net income or loss attributable to common shareholders by the weighted-average number
of common shares outstanding during the period. Diluted earnings or loss per share is calculated by adjusting the weighted-average number
of common shares outstanding for the effect of potentially dilutive securities, only to the extent such securities are dilutive.
For
the three months ended May 31, 2026, the Company reported net income and included dilutive restricted share units in the calculation
of diluted earnings per share. Stock options and warrants were excluded to the extent their effect was anti-dilutive.
For
the nine months ended May 31, 2026, and for the three and nine months ended May 31, 2025, the Company reported net losses. Accordingly,
all potentially dilutive securities were excluded from diluted loss per share because their effect would have been anti-dilutive. As
a result, diluted loss per share equals basic loss per share for those periods.
9.
Share-based benefits reserve
The
Company maintains two equity-based compensation plans, 2021 Stock Option Plan and the 2022 Omnibus Equity Incentive Plan, which are intended
to attract, retain, and motivate directors, officers, employees, and consultants by providing share-based compensation aligned with the
Company’s long-term performance.
Each
stock option granted under the plans entitles the holder to acquire one common share of the Company upon exercise. No amounts are payable
by the recipient on receipt of the option. The options carry no dividend or voting rights and may be exercised after vesting and prior
to their expiry date. The total number of common shares reserved for issuance under the plans is limited to 10 % of the Company’s
issued and outstanding common shares at any given time.
During
the year ended August 31, 2025, the Company granted 46,437 restricted share units (“RSUs”) and 73,570 stock options pursuant
to resolutions of the Board of Directors dated July 16, 2025. These awards were granted in recognition of past performance and contributions
and were therefore fully vested upon grant, with no remaining service or vesting conditions. The RSUs were valued at the market price
of the Company’s common shares on the grant date, and the stock options were valued using the Black-Scholes option-pricing model.
Schedule of options outstanding granted
May
31, 2026
August
31, 2025
Number
of Options
Weighted
Average Exercise Price
Number
of Options
Weighted
Average Exercise Price
#
$
#
$
Balance,
beginning of period
101,854
28.08
28,284
74.40
Granted during the year
-
-
73,570
1.30
Balance
as at period end
101,854
28.08
101,854
28.08
Exercisable as at period
end
101,854
28.08
101,854
28.08
As
of May 31, 2026, all outstanding stock options were fully vested and exercisable. The options have a contractual term of ten years from
the grant date. Options granted on July 16, 2025 expire on July 16, 2035 . The weighted-average remaining contractual life of options
outstanding as of May 31, 2026 was 6.6 years.
18
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
10.
Right-of-use asset and lease liability
The
Company leases all of its office premises in Ontario, Canada under non-cancellable operating lease arrangements accounted for under ASC
842 - Leases.
Ontario
Offices
The
Company’s head office premises in Ontario comprise approximately 4,894 square feet under a lease that was extended to January 1,
2030. In addition, during fiscal 2024 the Company acquired 8,368 square feet of adjacent space from the same landlord, with the new lease
also expiring on January 1, 2030. The combined total area occupied in Ontario is 13,262 square feet.
For
purposes of measuring the related lease liability and right-of-use asset under ASC 842, the Company applied an incremental borrowing
rate (“IBR”) of 6 %, which reflects the Company’s estimated cost of borrowing on a secured basis over a similar term.
British
Columbia Office (Lease Surrender)
On
May 29, 2023, the Company entered into a lease for 1,454 square feet of office space located at Unit 601 – 2950 Glen Drive,
Coquitlam, British Columbia , for a 5 five-year term commencing August 1, 2023 and originally expiring July 31, 2028 .
Subsequently,
pursuant to a Lease Surrender Agreement with the landlord (RPMG Holdings Ltd.) dated August 21, 2025, the Company agreed to surrender
and terminate the lease effective July 31, 2025. Under the terms of the agreement, the Company paid a surrender fee of $ 24,875 plus GST,
and the security deposit was forfeited to the landlord in full settlement of all obligations under the lease.
Lease
Surrender Agreement
The
surrender resulted in a derecognition (“deletion”) of the associated right-of-use asset and corresponding lease liability
in fiscal 2025, with no material gain or loss recognized.
The
following schedule shows the movement in the Company’s right-of-use asset:
Schedule of right-of-use asset
Right-of-use
asset
Balance, August 31, 2024
1,134,984
Derecognition of asset
( 139,723 )
Translation adjustment
( 28,716 )
Balance, August 31, 2025
$ 966,545
Translation adjustment
8,616
Balance, May 31, 2026
$ 975,161
The
right-of-use asset is being depreciated on a straight-line basis over the remaining lease term.
Accumulated
Depreciation
Balance, August 30, 2024
$ 306,310
Depreciation
187,048
Derecognition of asset
( 54,337 )
Translation adjustment
( 2,639 )
Balance, August 31, 2025
$ 436,382
Depreciation
124,363
Translation adjustment
( 30,342 )
Balance, May 31, 2026
$ 530,403
Carrying Amount
May 31, 2026
$ 444,758
August 31, 2025
$ 530,163
19
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
10.
Right-of-use asset and lease liability (continued)
The
following schedule shows the movement in the Company’s lease liability during the period ended:
Schedule of lease liability
May
31, 2026
August
31, 2025
Balance, beginning of year
$ 699,959
$ 977,107
Derecognition of lease
-
( 85,151 )
Interest expense
29,257
51,431
Lease payments
( 134,085 )
( 206,185 )
Translation adjustment
6,754
( 37,242 )
Balance, end of period
$ 601,885
$ 699,959
Current
146,338
138,859
Non-current
455,547
561,100
$ 601,885
$ 699,959
The
following table provides a maturity analysis of the Company’s lease liability. The amounts disclosed in the maturity analysis are
the contractual undiscounted cash flows before deducting interest or finance charges:
Schedule of maturity lease liability
2026
44,673
2027
178,690
2028
189,959
2029
198,008
2030
82,503
Total
lease liability
$ 693,833
20
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
11.
Related party transactions and balances
1.
Following
the completion of the Company’s private placement on January 6, 2026, the Injective Foundation became one of the Company’s largest
shareholders and is considered a related party in accordance with ASC 850, Related Party Disclosures .
The
Injective Foundation forms part of the broader ecosystem supporting the Company’s Digital Asset Treasury strategy and, as a significant
shareholder, may have the ability to exert significant influence over the Company’s strategic direction and financing initiatives. In
connection with certain financing arrangements, the Injective Foundation has also provided a guarantee supporting certain of the Company’s
obligations. Refer to Note 12 for additional information.
The
Company has also entered into financing, treasury placement and collateral arrangements with other related parties in the ordinary course
of implementing its Digital Asset Treasury strategy. The Company’s significant related parties include:
● the
Injective Foundation, by virtue of its ownership interest in the Company;
● FalconX Charlie Inc. (“FalconX” which, as used herein, includes FalconX Charlie Inc., FalconX
Bravo, Inc., and certain other FalconX-affiliated entities under common ownership and control with entities that hold a significant
ownership interest in the Company), which serve as financing, treasury and derivative counterparties of the Company;
● affiliated
treasury placement counterparties, including affiliates of Innovating Capital Management,
LLC, which serves as an approved advisor under the Company’s Treasury Reserve Policy (the “Treasury Reserve Policy”), a Board-approved governance framework governing
the Company’s Digital Asset Treasury strategy and related treasury management activities;
● certain
directors and executive officers of the Company.
As of May 31, 2026, balances
with related parties consisted of:
Schedule
of related parties balance
May 31, 2026
Loan receivables
$ 12,002,619
Loans payable
$ 21,442,877
Restricted cash
$ 5,424,320
Refer to Note 12 for additional
information regarding the Company’s financing, treasury placement and collateral arrangements.
2.
Compensation
of key management personnel includes the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer:
Schedule of key management personnel related party transactions
May
31, 2026
May
31, 2025
$
$
Salaries, Wages and benefits
395,669
382,151
Last
period figures also includes payroll of Chief Strategy Officer, who resigned in March 2025.
During
the year ended August 31, 2025, two directors of the Company advanced an aggregate amount of $ 657,690 to support working capital requirements.
The advances were unsecured, bore interest at 12 % per annum, and were repayable on demand.
As
of May 31, 2026, the outstanding principal balance of these advances, together with all accrued interest, had been fully repaid. The
repayment was funded from proceeds received in connection with the Company’s private placement completed on January 6, 2026.
21
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
12.
Loans payable, collateral and loans receivable
FalconX Credit Facility
On
September 23, 2025, the Company entered into a Master Lender Agreement with FalconX, pursuant to which individual loans are documented
through separate loan term sheets establishing the applicable principal amount, interest rate, maturity date, collateral requirements
and other material terms.
During
the nine months ended May 31, 2026, the Company entered into a series of amended and restated loan term sheets. As of May 31, 2026, the
financing arrangement provided for a $ 20.0 million fixed-term loan bearing interest at 8.25 % per annum and maturing on January 16, 2027.
As of May 31, 2026, the Company had $ 19,440,258 outstanding under the arrangement, which is presented within Loans Payable in the condensed
consolidated balance sheets. During the nine months ended May 31, 2026, the Company recognized $ 1,026,187 of interest expense related
to the financing arrangement.
The
Company’s obligations are secured by substantially all of its INJ holdings together with not less than $ 5.0 million of cash and/or
U.S. dollar-denominated stablecoin collateral. The collateral is subject to account control arrangements in favor of FalconX, including
custodial account control agreements over the pledged INJ and deposit account control agreements over specified cash collateral accounts.
Subsequent
to May 31, 2026, on June 2, 2026, the Company entered into a Fourth Amended and Restated Loan Term Sheet increasing the principal amount
of the financing arrangement from $ 20.0 million to $ 24.0 million.
Injective
Foundation Collateral Arrangement
Prior
to the completion of the Company’s private placement, the Injective Foundation posted collateral on the Company’s behalf
in support of the FalconX financing arrangement. Certain collateral remained in place following the private placement and continued to
support the financing arrangement. As of May 31, 2026, the Company recognized a corresponding $ 2,002,619 payable to the Injective Foundation
within Loans Payable and a corresponding $ 2,002,619 Collateral-Related Loan Receivable within Loans Receivable. The arrangement is not governed by a written agreement and does not have stated repayment terms, maturity date, or
interest provisions. The balance is unsecured and non-interest bearing. These balances are presented
gross as they represent separate contractual rights and obligations. Refer to the Loans Receivable section of this note for additional
information regarding the Collateral-Related Loan Receivable.
Collateral
The
FalconX financing arrangement is secured by certain of the Company’s digital assets together with cash and U.S. dollar-denominated stablecoin
collateral maintained pursuant to the financing arrangements. Although pledged as collateral, the Company retains ownership of these
assets and continues to recognize them in the condensed consolidated balance sheets because the transfers do not qualify for derecognition.
As
of May 31, 2026, approximately 7,303,725 INJ tokens, with a carrying amount (fair value) of $ 47,719,617 , were pledged as collateral and
are included within digital assets in the condensed consolidated balance sheets. In addition, approximately $ 5,424,320 of cash was pledged under the financing arrangements and is presented within Restricted Cash as described
in Note 13.
In
addition to the pledged digital assets and restricted cash described above, the Company’s collateral arrangements include a
$2.0 million Collateral-Related Loan Receivable arising from the Injective Foundation Collateral Arrangement as described
above. Refer to the Loans Receivable section
of this note for additional information regarding these collateral-related receivables.
The
pledged digital assets and restricted cash serve solely as collateral supporting the Company’s obligations under the FalconX
financing arrangement and remain subject to the collateral maintenance requirements and other provisions of the applicable financing
agreements. Under the financing arrangements, the Company is required to maintain an initial collateral ratio of at least 160% of
the outstanding borrowings. If the collateral ratio declines below 135%, the Company may be required to post additional eligible
collateral or repay a portion of the outstanding indebtedness to restore compliance. If the collateral ratio declines below 120% and
is not timely cured, the lender has customary rights to liquidate pledged collateral in accordance with the financing agreements .
Subject to satisfying those requirements, the Company may substitute or withdraw pledged collateral in accordance with the terms of
the financing arrangements.
Loans Receivable
As
of May 31, 2026, the Company had loans receivable totaling $ 12,002,619 , consisting of:
Schedule
of loan receivable
May 31, 2026
FalconX financing arrangements
$ 5,000,000
Collateral-Related Loan Receivable
$
2,002,619
Treasury placement arrangements
$ 5,000,000
Total loan receivables
$ 12,002,619
The
FalconX loan receivable represents a fixed-term loan bearing interest at 8.0 % per annum. During the three months ended May 31, 2026,
the contractual maturity was extended from April 28, 2026 to July 29, 2026.
The
treasury placement arrangements were entered into pursuant to the Company’s Treasury Reserve Policy under a Master Lender Agreement and
related transaction term sheets. As of May 31, 2026, the outstanding principal balance was $ 5,000,000 . The arrangements bear interest
at 9.75 % per annum, mature on January 15, 2027, may be repaid in U.S. dollars, U.S. dollar-denominated stablecoins or INJ tokens, and
are supported by a corporate guarantee from an affiliated entity.
The Collateral-Related Loan Receivable represents an open-term loan of 2,003,183 USD Coin (“USDC”), a U.S.
dollar-denominated stablecoin, advanced to FalconX Charlie, Inc. in connection with the Company’s financing and collateral arrangements.
The loan bears interest at 7.25 % per annum, is unsecured, and is recallable by the Company upon three business days’ notice. A corresponding
amount is recognized within Loans Payable, representing the Company’s obligation associated with collateral previously posted on its behalf
by the Injective Foundation in support of the FalconX financing arrangements. Refer to the Collateral section of this note for additional
information regarding these arrangements.
During
the nine months ended May 31, 2026, the Company recognized $ 369,539 of interest income related to its loan receivables. Management
evaluated all loan receivables for expected credit losses in accordance with ASC 326 and concluded that no allowance for expected credit
losses was required as of May 31, 2026. All loan receivables represent related-party arrangements. Refer to Note 11 for additional information
regarding related-party transactions.
22
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
12.
Loans payable and loans receivable (continued from previous page)
Security
and guarantees
The
Company’s obligations under the FalconX financing arrangement are supported by a guarantee provided by the Injective Foundation and are
secured by pledged digital assets, restricted cash and other collateral maintained pursuant to the financing agreements. Pursuant to the financing agreements, FalconX has been granted a security interest in the pledged collateral, together
with customary account control and custodial rights over the designated collateral accounts. The Injective Foundation guarantee unconditionally
guarantees the Company’s payment and performance obligations under the financing arrangements, subject to the terms of the applicable
guarantee agreement.
As described
in the Collateral section of this note, as of May 31, 2026 the Company had approximately 7,303,725 INJ tokens, with an aggregate carrying
value of $ 47.7 million, and approximately $ 5.4 million of restricted cash pledged in support of the financing arrangements. The financing
arrangements are subject to ongoing collateral maintenance requirements, including minimum collateral ratios, and may require the Company
to post additional eligible collateral if the applicable thresholds are not maintained.
The
pledged collateral remains recognized in the Company’s condensed consolidated balance sheets because the Company retains ownership of
the underlying assets, subject to the lender’s security interests and customary enforcement rights upon an event of default. As of May
31, 2026, the Company was in compliance with all material financing covenants and collateral maintenance requirements.
Refer to Note 5 – Digital assets for additional
information regarding the Company’s digital asset holdings and Note 11 – Related Party Transactions and Balances for additional
information regarding related-party treasury placement arrangements.
13.
Restricted Cash
As
of May 31, 2026, the Company had restricted cash of $ 5,424,320 ,
consisting of cash and U.S. dollar-denominated stablecoin equivalents that are contractually restricted under certain financing and custody
arrangements.
Restricted
cash consisted of the following:
Schedule
of restricted cash
May 31, 2026
Amount
Cash held by Monarq Capital for future crypto asset purchases
$ 250,000
U.S. dollars pledged as collateral under the FalconX credit facility
5,000,000
Cash held as margin collateral in the FalconX derivative account
174,320
Restricted cash
$ 5,424,320
The
$ 250,000 balance represents funds held by the Company’s digital asset manager, Monarq Capital, pursuant to investment management arrangements.
These funds are designated for future purchases of Injective (“INJ”) tokens in accordance with the Company’s digital asset
treasury strategy and are not available for general operating purposes until deployed or returned to the Company.
The
$ 5.0 million balance is maintained in designated collateral accounts with FalconX in connection with the Company’s
secured credit facility. These balances are maintained to satisfy collateral requirements under the financing arrangement and are therefore
presented as restricted cash.
As of May 31, 2026, the Company also
maintained $ 174,320
of cash within its FalconX derivatives account as margin collateral supporting outstanding derivative positions.
These funds are restricted under the applicable trading and margin arrangements and are therefore included in restricted cash.
Separately, the Company had $ 345,734
payable to FalconX for unsettled spot trading transactions.
This amount is presented within accounts payable and accrued liabilities and is not offset against restricted cash because it represents
a separate obligation of the Company.
23
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
14.
Deferred government grant
Government
assistance received in prior periods related to capitalized internally generated software is recognized as deferred income and amortized
to income over the useful life of the related intangible assets. No government assistance was recognized or accrued during the nine months
ended May 31, 2026.
15.
Commitments and contingencies
In
the ordinary course of operating, the Company may from time to time be subject to various claims or possible claims. Management believes
that there are no claims or possible claims that if resolved, would either individually or collectively result in a material adverse
impact on the Company’s financial position, results of operations, or cash flows. These matters are inherently uncertain, and management’s
view of these matters may change in the future.
Centurion
litigation
On May 30, 2025, certain former consultants, financial advisors and shareholders commenced an action against the
Company in the Ontario Superior Court of Justice. The action relates principally to previously terminated consulting and financial advisory
arrangements and certain alleged shareholder matters.
The plaintiffs allege, among other matters, that amounts
remain payable under the consulting and financial advisory arrangements and seek damages, interest, costs and other relief, including
relief under the Canada Business Corporations Act. The plaintiffs have delivered a draft amended statement of claim seeking approximately
$ 2.2 million in monetary damages, together with additional non-monetary relief, including an order requiring the Company to purchase certain
common shares and warrants at fair market value.
The Company disputes the allegations and has filed
a statement of defence denying that any amounts remain payable under the applicable agreements. The Company’s position is that the
agreements were validly terminated following repudiation by the applicable counterparties, that all amounts owing under the agreements
were paid, and that the contractual conditions necessary to give rise to the claimed referral and other fees were not satisfied. The Company
also denies the plaintiffs’ claims for unjust enrichment and oppression and intends to defend the proceeding vigorously. The Defence
specifically states that the agreements were terminated in November 2024 and that the Company’s contractual obligations concluded
by December 1, 2024.
The proceeding remains at an early stage, and its
ultimate outcome is subject to significant uncertainty. Based on the information currently available, including the Company’s defences
and the assessment of external legal counsel, management concluded that an unfavorable outcome was not probable as of May 31, 2026. Accordingly,
the Company has not recorded a liability in respect of the asserted claims.
Although the plaintiffs have specified certain damages
and other relief, the amounts claimed do not represent management’s estimate of a probable loss. Due to the preliminary stage of
the proceeding, the disputed factual and contractual matters, the uncertainty surrounding the availability and measurement of the non-monetary
remedies sought, and the inherent unpredictability of litigation, the Company is currently unable to reasonably estimate the amount or
range of any possible loss. The Company will continue to evaluate the proceeding and will revise its accounting and disclosures if additional
information becomes available.
See
Note 10 related to lease commitments.
16.
Revenue
Schedule
of deferred revenue
May
31, 2026
May
31, 2025
Nine
months ended
May
31, 2026
May
31, 2025
$
$
Gross billing
10,510,212
13,048,445
Commission expense
( 9,419,249 )
( 11,969,345 )
Revenue
1,090,963
1,079,099
Subscription revenue
625,019
559,993
Insurance
72,874
-
Sponsorship revenue
142,733
169,928
Underwriting revenue
76,863
92,784
Other revenue
43,883
357,592
Total
revenue
2,052,335
2,259,396
May
31, 2026
May
31, 2025
Three
months ended
May
31, 2026
May
31, 2025
$
$
Gross billing
3,038,778
4,400,201
Commission expense
( 2,730,429 )
( 4,158,334 )
Revenue
308,349
241,867
Subscription revenue
206,529
191,927
Insurance
16,919
-
Sponsorship revenue
43,845
237,109
Underwriting revenue
26,110
35,143
Other revenue
20,750
40,857
Total
revenue
622,502
746,903
The
Company generates revenue primarily from mortgage brokerage activities, subscription fees, underwriting services, and ancillary technology-enabled
services. Revenue is disaggregated by geographic region based on the location of the customer.
For
the nine month periods ended May 31, 2026 and 2025, all revenue was earned in Canada, as the Company operates exclusively within the
Canadian mortgage market and has no foreign revenue-generating operations.
24
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
17.
Expenses
The
following table provides a breakdown of the selling, general and administrative:
Schedule of selling, general and administrative expenses
May
31, 2026
May
31, 2025
Nine
months ended
May
31, 2026
May
31, 2025
$
$
Software Subscription
238,771
624,587
Office and general
193,937
114,864
Professional fees
483,567
108,359
Dues and Subscriptions
342,049
364,287
Rent
159,466
140,168
Consulting fees
48,938
45,483
Travel
29,684
25,467
Donations
-
789
Lease expense
-
507
Insurance
250,823
98,267
Selling, general and administrative
1,747,235
1,522,778
May
31, 2026
May
31, 2025
Three
months ended
May
31, 2026
May
31, 2025
$
$
Software Subscription
139,447
174,116
Office and general
53,594
31,170
Professional fees
35,914
47,866
Dues and Subscriptions
122,909
( 165,688 )
Rent
54,501
54,997
Consulting fees
18,755
15,888
Travel
5,102
2,108
Donations
-
-
Insurance
122,437
36,002
Selling, general and administrative
552,659
527,835
18.
Segment reporting
The
Company operates through two reportable segments in accordance with ASC 280:
● Mortgage
operations – mortgage brokerage, underwriting, and related services
● Crypto
asset operations – digital asset treasury, staking activities, and fair value changes
on digital assets
The
Company’s Chief Operating Decision Maker (“CODM”) is comprised of the Chief Executive Officer and a member of the Board
of Directors. The CODM evaluates segment performance and allocates resources based primarily on revenue and operating loss
25
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
18.
Segment reporting (continued from previous page)
Segment
results – nine months ended May 31, 2026
Schedule
of segment reporting
For the period ended
May 31, 2026
(Unaudited)
May 31, 2025
(Unaudited)
May 31, 2026
(Unaudited)
May 31, 2026
(Unaudited)
May 31, 2025
(Unaudited)
Mortgage Operation
Crypto Asset Operation
Total
For the period ended
May 31, 2026
(Unaudited)
May 31, 2025
(Unaudited)
May 31, 2026
(Unaudited)
May 31, 2026
(Unaudited)
May 31, 2025
(Unaudited)
$
$
$
$
$
Revenue
2,052,335
2,259,396
-
2,052,335
2,259,396
Expenses and other income
Selling, general and administrative
1,747,235
1,522,778
-
1,747,235
1,522,778
Advertising and marketing
708,691
617,987
-
708,691
617,987
Salaries, wages and benefits
740,798
-
-
740,798
1,223,722
Interest expense and bank charges
50,844
306,267
1,026,187
1,077,031
306,267
Depreciation and amortization
719,173
648,991
-
719,173
648,991
Fair value loss on Digital assets
-
-
( 2,809,970 )
( 2,809,970 )
-
Staking income
-
-
( 620,849 )
( 620,849 )
-
Government incentive
( 81,792 )
( 70,657 )
-
( 81,792 )
( 70,657 )
Total expense
3,884,949
4,249,088
( 2,404,632 )
1,480,317
4,249,088
Gain/(Loss) from operations
( 1,832,614 )
( 1,989,692 )
2,404,632
572,018
( 1,989,692 )
Foreign exchange (loss) gain
27,068
( 1,905 )
27,068
( 1,905 )
Interest income
-
-
369,539
369,539
-
Financing cost - warrants
-
-
( 1,325,558 )
( 1,325,558 )
-
Financing cost - Equity line of credit
-
-
( 1,500,000 )
( 1,500,000 )
-
Expenses
-
-
Gain (loss) on change in fair value of derivative liability
-
-
42,556
42,556
-
Gain (loss) on change in fair value of warrant liability
467,408
341,765
-
467,408
341,765
Loss before income tax
( 1,338,138 )
( 1,814,112 )
( 8,831 )
( 1,346,969 )
( 1,814,112 )
Income taxes (recovery) expense
-
-
-
-
-
Net profit/(loss)
( 1,338,138 )
( 1,814,112 )
( 8,831 )
( 1,346,969 )
( 1,814,112 )
Segment results – three months ended May 31, 2026
For the period ended
May 31, 2026
(Unaudited)
May 31, 2025
(Unaudited)
May 31, 2026
(Unaudited)
May 31, 2026
(Unaudited)
May 31, 2025
(Unaudited)
Mortgage Operation
Crypto Asset Operation
Total
For the period ended
May 31, 2026
(Unaudited)
May 31, 2025
(Unaudited)
May 31, 2026
(Unaudited)
May 31, 2026
(Unaudited)
May 31, 2025
(Unaudited)
$
$
$
$
$
Revenue
622,502
746,903
-
622,502
746,903
Expenses and other income
Selling, general and administrative
552,659
527,835
-
552,659
527,835
Advertising and marketing
292,314
292,489
-
292,314
292,489
Salaries, wages and benefits
391,309
394,648
-
391,309
394,648
Interest expense and bank charges
9,231
31,216
439,279
448,510
31,216
Depreciation and amortization
255,023
219,355
-
255,023
219,355
Fair value loss on digital assets
-
-
( 25,824,284 )
( 25,824,284 )
-
Staking income
-
-
( 399,134 )
( 399,134 )
-
Government incentive
( 27,423 )
( 22,109 )
-
( 27,423 )
( 22,109 )
Total expense
1,473,113
1,443,434
( 25,784,139 )
( 24,311,026 )
1,443,434
Loss from operations
( 850,611 )
( 696,531 )
25,784,139
24,933,528
( 696,531 )
Foreign exchange (loss) gain
186,281
( 6,018 )
186,281
( 6,018 )
Interest income
-
-
155,480
155,480
-
Financing cost - warrants
-
( 164,703 )
-
-
( 164,703 )
Financing cost - Equity line of credit
-
-
-
-
-
Dat Expense
-
-
Gain (loss) on change in fair value of derivative liability
-
-
26,812
26,812
-
Gain (loss) on change in fair value of warrant liability
( 52,018 )
309,516
-
( 52,018 )
309,516
Loss before income tax
( 716,348 )
( 557,736 )
25,966,431
25,250,083
( 557,736 )
Income taxes (recovery) expense
-
-
-
-
-
Net loss
( 716,348 )
( 557,736 )
25,966,431
25,250,083
( 557,736 )
26
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
18.
Segment reporting (continued from previous page)
Comparative
information for the Crypto Asset Operations segment is not presented for the prior period, as the Company had no crypto-related activities
or reportable amounts prior to the current fiscal year.
Segment
assets
Schedule
of segment assets reporting
As of May 31, 2026
Mortgage Operations
Digital Asset Operations
Total
Cash and cash equivalents
$ 1,024,785
$ 4,064,922
$ 5,089,707
Restricted cash
-
5,424,320
5,424,320
Trade and other receivables
434,268
( 48,873 )
385,395
Interest receivable
-
66,849
66,849
Loans receivable
-
12,002,619
12,002,619
Prepaid expenses and deposits
99,555
425,000
524,555
Investments and digital assets
9,819
49,400,549
49,410,368
Right-of-use asset
444,758
-
444,758
Property and equipment
32,250
-
32,250
Intangible assets
2,472,291
-
2,472,291
Total assets
$ 4,517,726
$ 71,335,386
$ 75,853,112
The
Company commenced its Digital Asset Treasury strategy during the current fiscal year. Accordingly, comparative segment asset information
for the Digital Asset Operations segment is not presented as of August 31, 2025. Substantially all assets as of August 31, 2025 were
attributable to the Mortgage Operations segment.
19.
Derivative Liability
During
the nine months ended May 31, 2026, the Company entered into over-the-counter (“OTC”) put option transactions with FalconX
Bravo, Inc. (the “Counterparty”) in connection with its digital asset activities. The derivative portfolio consisted principally of costless collars, together
with a limited number of standalone written put and purchased call options.
Each
costless collar was executed through the contemporaneous purchase of a put option and sale of a call option referencing the same underlying
digital asset, with substantially corresponding notional amounts and expiration dates. The purchased put establishes a minimum settlement
price, while the written call limits participation above a specified maximum settlement price. The option premiums were structured to
substantially offset at inception, resulting in little or no initial net premium for the paired collar positions.
Each
option is separately recognized and measured at fair value under ASC 815. The Company has elected to offset qualifying derivative asset
and liability fair values executed with the Counterparty under the parties’ ISDA Master Agreement and related master netting arrangement
in accordance with ASC 815-10-45-5. Accordingly, the qualifying derivative positions are presented on a net basis on the condensed interim
consolidated balance sheet.
The
quarter-end mark-to-market values of the Company’s entire option portfolio were based on valuation information provided by the
Counterparty using established option-pricing methodologies consistent with the Black-Scholes-Merton framework. The valuations incorporated
the spot prices of the underlying digital assets, contractual strike prices, remaining terms to expiration, expected or implied volatility,
risk-free interest rates and applicable settlement provisions. Management independently evaluated the methodology and significant inputs
and performed a separate reasonableness assessment. Management’s independently determined values were not materially different
from the Counterparty-provided valuations used for financial reporting.
Accordingly, the Company’s derivative instruments are classified as Level 2 within the fair value hierarchy.
The
following table reconciles the aggregate gross mark-to-market values of all purchased and written option positions, together with premiums
received, to the net derivative liability presented as of May 31, 2026:
Schedule
of derivative position
Derivative position
May 31, 2026
Aggregate mark-to-market value of derivative assets
$ 1,924,906
Aggregate mark-to-market value of derivative liabilities
( 1,916,772 )
Premiums
received on outstanding option positions
( 73,375 )
Net derivative liability
$ ( 65,241 )
As
of May 31, 2026, the aggregate fair value of purchased option positions was $ 1,924,906 ,
while the aggregate fair value of written option positions was $ 1,916,772 .
Premiums of $ 73,375
received on outstanding written option positions are included in the measurement of the derivative liability. After giving effect to those premiums, the Company recognized a net derivative liability of $ 65,241 .
The reconciliation includes all outstanding derivative positions subject to the FalconX master netting arrangement.
The
Company recognized gains from changes in the fair value of its derivative instruments of $ 26,812 and $ 42,556 for the three and nine months
ended May 31, 2026, respectively. These amounts are presented within gain on change in fair value of derivative liability in the condensed
interim consolidated statements of operations and comprehensive loss.
The
Company’s derivative arrangements are subject to collateral and margin requirements under the applicable financing and trading
agreements with FalconX. As of May 31, 2026, approximately $ 5.0 million of cash and U.S. dollar-denominated stablecoins were
maintained as restricted collateral. Of this amount, substantially all was pledged to satisfy the collateral requirements of the
FalconX financing arrangements described in Note 12, while balances maintained within the Company’s derivatives account served
as margin collateral supporting outstanding derivative positions and related trading activity under the FalconX trading agreements.
The Company’s derivative transactions are subject to initial and ongoing margin requirements established by FalconX on a
trade-by-trade basis in accordance with the applicable trading agreements. Margin requirements vary based on the characteristics and
risk profile of each position, and the Company may be required to post additional collateral as market values and margin
requirements change. In addition, the Company had a $ 171,414 margin balance payable relating primarily to unsettled spot trading and
derivative activity. As of May 31, 2026, the Company maintained $ 174,320 of
cash within its derivatives account as margin collateral supporting outstanding derivative positions under the FalconX trading
agreements. Separately, the Company had $ 345,734 payable
for unsettled spot trading transactions. The derivative margin is included in restricted cash, while the unsettled spot payable is
included in accounts payable and accrued liabilities. The balances are presented gross because they represent separate assets and
obligations and the applicable offsetting criteria have not been met.
27
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
20.
Equity Line of Credit (ELOC) Arrangement
On
September 4, 2025, the Company entered into a common share purchase agreement with White Lion Capital, LLC (“White Lion”),
which provides the Company with the right, but not the obligation, to issue and sell common shares to White Lion for aggregate gross
proceeds of up to $ 250 million, subject to the terms, conditions and limitations of the agreement.
In
consideration for White Lion’s execution and delivery of, and agreement to perform under, the ELOC agreement, the Company was required
to deliver INJ tokens having an aggregate value of $ 1,500,000 to White Lion. The commitment fee was non-refundable, was fully earned
by White Lion upon execution of the agreement, and is not contingent upon the Company filing a registration statement, issuing purchase
notices, selling common shares or receiving proceeds under the facility. The commitment fee will not be credited against the purchase
price of any common shares subsequently sold under the ELOC.
Management
concluded that the commitment fee represents a stand-ready financing cost incurred to obtain White Lion’s commitment under the
ELOC arrangement. Because the fee was non-refundable, fully earned upon execution and was not directly attributable to a specific completed
or probable issuance of common shares, the Company recognized the full $ 1,500,000
as financing expense during the nine months ended May 31, 2026.
As of May 31, 2026, the Company had not filed the registration statement contemplated by the agreement within the contractual timeframe
and, therefore, had not satisfied the conditions necessary to access the facility. The Company had not issued any purchase notices or
common shares to White Lion and had not received any proceeds under the arrangement. The Company continues to evaluate its capital raising
alternatives, including discussions with White Lion regarding the timing and implementation of the ELOC and any related amendments or
accommodations that may be appropriate.
21.
Risk management arising from financial instruments
a)
Credit
risk
Credit
risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual
obligations. The Company’s primary exposure to credit risk arises from cash balances held with financial institutions, trade and other
receivables, and loan receivables.
The
Company manages cash-related credit risk by maintaining deposits with major financial institutions and by monitoring the creditworthiness
of its counterparties. Credit risk associated with trade receivables is managed through ongoing monitoring of customer creditworthiness,
payment history, and aging profiles. Trade receivables are generally short-term in nature and are typically collected within 30 to 60
days. The Company considers receivables past due when they exceed 60 days outstanding and impaired when they exceed 90 days with no reasonable
expectation of recovery.
Credit
risk associated with loan receivables is managed through ongoing evaluation of the creditworthiness and financial condition of counterparties,
monitoring compliance with contractual terms, and, where applicable, consideration of collateral and other credit enhancements supporting
the underlying arrangements.
In
accordance with ASC 326, Financial Instruments—Credit Losses , the Company applies a lifetime expected credit loss (“ECL”)
model to trade receivables and other financial assets measured at amortized cost, including loan receivables. Expected credit losses
are estimated using a combination of historical loss experience, aging analysis where applicable, current economic conditions, forward-looking
information, and specific assessments of individual counterparties. Management also considers the existence of collateral, guarantees,
and other relevant facts and circumstances when evaluating expected credit losses on loan receivables. Based on its assessment as of
May 31, 2026, the Company concluded that no material allowance for expected credit losses was required.
28
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
21.
Risk management arising from financial instruments (continued from previous page)
May
31, 2026
Schedule
of accounts receivable aging
0-30
days
30-60
days
60-90
days
90
plus days
Total
$
$
$
$
$
Receivables
25,279
17,841
15,771
149,580
208,470
Loan receivable – related parties
12,002,619
-
-
-
12,002,619
Other receivables/advances
195,404
-
-
-
195,404
Less: Expected credit
loss
-
-
-
( 18,119 )
( 18,119 )
Total
12,223,302
17,841
15,771
131,461
12,388,014
August
31, 2025
0-30
days
30-60
days
60-90
days
90
plus days
Total
$
$
$
$
$
Receivables
31,400
7,270
35,503
64,163
138,336
Other receivables
2,411
-
-
-
2,411
Less: Expected credit
loss
-
-
-
( 48,524 )
( 48,524 )
Total
33,811
7,270
35,503
15,639
92,223
The
maximum exposure to credit risk as of May 31, 2026 is the carrying amount of cash and trade receivables on the consolidated balance
sheet. Management believes overall credit risk remains moderate and manageable, given the Company’s diversified customer base
and the short-term nature of its receivables.
b)
Interest
rate risk
Interest
rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest
rates. The Company does not have any variable interest-bearing debt.
c)
Liquidity
risk
Liquidity
risk is the risk that the Company may be unable to meet its financial obligations as they become due. The Company manages this risk by
monitoring actual and forecasted cash flows on an ongoing basis and assessing available sources of financing, as further described in
Note 1.
As
at May 31, 2026, the Company’s contractual payment obligations are as follows:
Schedule
of contractual payment obligations
Fiscal Year
2026
2027
2028
2029
2030
$
$
$
$
$
Lease payments
44,673
178,690
189,959
198,008
82,503
Accounts payable
1,523,198
-
-
-
-
Derivative liability
65,241
Interest payable
136,096
-
-
-
-
Loans payable
21,442,887
-
-
-
-
Total
23,212,095
178,690
189,959
198,008
82,503
Management
believes that these obligations can be met through existing working-capital resources, expected operating cash flows, and planned financing
initiatives.
29
Pineapple
Financial Inc.
Notes
to the Condensed Interim Consolidated Financial Statements - Unaudited
For
the period ended May 31, 2026
(Expressed
in US Dollars)
21.
Risk management arising from financial instruments (Continued)
d)
Concentration
Risk
As
of May 31, 2026, substantially all of the Company’s digital asset holdings consisted of Injective (“INJ”) tokens. Accordingly,
the Company is exposed to concentration risk arising from changes in the market price, liquidity and overall adoption of INJ. A significant
decline in the market value of INJ could materially affect the Company’s financial position, results of operations and liquidity.
The
Company also generates staking income from its INJ holdings. Accordingly, changes in staking reward rates, validator performance, network
participation, protocol economics or other blockchain-related factors may affect the amount of staking income recognized by the Company.
In
addition, the Company’s Digital Asset Treasury strategy utilizes a limited number of counterparties for financing, custody, trading and
treasury management activities, including FalconX, BitGo and Monarq Capital. The Company’s financing arrangements are concentrated with
FalconX, while substantially all digital assets are maintained with institutional custodians supporting those arrangements. The inability
of any significant counterparty to perform its contractual obligations, operational failures, cybersecurity incidents or other disruptions
affecting these counterparties could adversely affect the Company’s ability to access its assets, satisfy financing obligations or conduct
treasury activities.
Management
monitors counterparty credit quality, collateral levels, custody arrangements and liquidity on an ongoing basis to manage these concentration
risks.
e)
Management
of capital
The Company’s objective in managing capital
is to preserve financial flexibility, maintain sufficient liquidity to support its operating activities, and optimize long-term shareholder
value. Capital consists primarily of shareholders’ equity together with debt and other financing arrangements used to support the Company’s
operations and strategic capital allocation initiatives.
During the nine months ended May 31, 2026,
the Company expanded its capital management framework in connection with its digital asset treasury strategy. The Company adopted a Treasury
Reserve Policy, approved by the Board of Directors, establishing governance over treasury reserve assets, capital deployment, liquidity
management, financing activities, custody arrangements, counterparty selection, and risk management. Oversight of these activities is
provided by management together with the Special Advisory Committee (“SAC”) of the Board of Directors.
Management continuously monitors the Company’s
capital structure, liquidity position, working capital requirements, debt obligations, collateral maintenance requirements, and market
conditions to maintain an appropriate balance between financial flexibility and prudent risk management. Capital allocation decisions
are evaluated in light of operating requirements, financing opportunities, digital asset market conditions, and the Company’s long-term
strategic objectives.
The Company is not subject to externally
imposed regulatory capital requirements. Management and the Board of Directors review the Company’s capital management objectives, policies
and processes on an ongoing basis and modify them, as appropriate, in response to changes in the Company’s business, financing arrangements
and market environment.
f)
Foreign
currency risk
The
Company’s mortgage brokerage and insurance operations primarily generate revenues and incur expenses in Canadian dollars (“CAD”),
which is the functional currency of those operations. Accordingly, the day-to-day foreign currency exposure of the mortgage operations
is generally limited. The functional currency of the Company’s digital asset treasury activities is the U.S. dollar (“USD”),
as those activities are primarily managed, financed and measured in USD.
The
Company may incur foreign currency risk from transactions denominated in currencies other than the applicable functional currency, including
balances held in foreign-currency bank accounts and certain vendor payments. These transactions may give rise to realized and unrealized
foreign exchange gains or losses, which are recognized in the condensed interim consolidated statements of operations and comprehensive
loss.
In
addition, the financial results of operations with a CAD functional currency are translated into USD, the Company’s reporting currency,
for SEC reporting purposes. Changes in the CAD-USD exchange rate may therefore result in period-to-period fluctuations in reported assets,
liabilities, revenues and expenses. Resulting foreign currency translation adjustments are recognized in accumulated other comprehensive
income or loss and do not directly affect the Company’s underlying cash flows.
The
Company does not currently utilize foreign exchange derivative instruments to manage its foreign currency exposure.
22.
Subsequent Events
Management
evaluated subsequent events through July 20, 2026, the date the condensed interim consolidated financial statements were available
to be issued.
Share
Repurchases
Subsequent
to May 31, 2026, the Company repurchased and cancelled an additional 262,873 common shares pursuant to its authorized share repurchase
program for total consideration of $ 268,170 excluding transaction costs. Transaction costs directly attributable to the share
repurchases of $ 5,808 were incurred in connection with the subsequent repurchases and will be recorded as a reduction of share capital
within shareholders’ equity.
Digital
Asset Activity
Subsequent to May 31, 2026, the Company acquired approximately 130,343 INJ through market purchases and received
approximately 55,444 INJ from staking rewards, bringing the Company’s total holdings to approximately 7,746,789 INJ with a total
fair value of approximately $ 41.9 million. These changes have not been recognized in the accompanying condensed interim consolidated financial
statements.
Financing
Arrangements
Subsequent to May 31, 2026, the Company borrowed an additional $ 1.26 million under its financing arrangements, the
proceeds of which were used primarily to acquire additional digital assets and fund interest and related financing obligations.
On
June 2, 2026, the Company entered into a Fourth Amended and Restated Loan Term Sheet with FalconX Charlie Inc., increasing the maximum
principal amount available under the financing arrangement from $ 20.0
million to $ 24.0
million. The amendment did not otherwise materially modify
the principal economic terms of the financing arrangement.
30
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.
Please
read the following management’s discussion and analysis of our financial condition and results of operations, along with our consolidated
financial statements and the related notes and other information included in this Quarterly Report on Form 10-Q. It is important to note
that this discussion and analysis contain forward-looking statements with certain risks and uncertainties. These risks and uncertainties
could cause our results to differ materially from anticipated in these forward-looking statements. You can find more information about
these risks and uncertainties under the heading “Special Note Regarding Forward-Looking Statements” in Part I and elsewhere
in this Form 10- Q.
Special
Note Regarding Forward-Looking Statements
This
Form 10-Q includes forward-looking statements that entail potential risks and uncertainties. These statements are usually identified
by the use of specific terminology such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would” and other comparable terminology. All the statements
in this Form 10-Q that are not about historical facts, including those related to our future operations, financial position, Revenue,
projected costs, strategy, plans, management objectives, and expected market growth, are forward-looking. While reading this Form 10-Q,
you should know that these statements do not guarantee our performance or results. They include known and unknown risks, uncertainties,
and assumptions, as mentioned under the “Risk Factors” section in this Form 10-Q. We believe that these forward- looking
statements are based on reasonable assumptions. Still, you must be aware that many factors, including those mentioned under the “Risk
Factors” section in this Form 10-Q, could affect our financial results or operations and cause actual results to differ from those
stated in the forward-looking statements. These statements were made as of the date of this Form 10-Q, and we are not obligated to update
or revise any forward-looking statements made here to reflect any change in our expectations or any change in events, conditions, or
circumstances on which these statements are based. All written or oral forward-looking statements made by us or on our behalf are qualified
by the cautionary statements mentioned in this Form 10-Q.
Objective
In
this section, we provide an analysis of the Company’s financial condition, cash flows, and results of operations from management’s
perspective. We recommend you read this with the consolidated financial statements and notes in Part I, Item 1 of this Quarterly Report
on Form 10Q.
Executive
Summary
During the nine months ended May 31, 2026, the Company
expanded its business through the implementation of a Digital Asset Treasury strategy while continuing to operate its core Canadian mortgage
brokerage and technology platform. As a result, the Company now operates through two reportable operating segments: Mortgage Operations
and Crypto Asset Operations.
Mortgage Operations continued to generate revenue
through mortgage brokerage, underwriting, insurance, subscription-based software, sponsorship and other technology-enabled financial services.
During the period, management remained focused on operating efficiency, expense management and the continued expansion of recurring revenue
streams despite a mortgage market that remained affected by housing affordability, elevated borrowing costs and reduced origination activity.
During the period, the Company also established its
Digital Asset Treasury strategy as part of its broader capital allocation framework. The strategy includes the acquisition, financing,
custody and staking of digital assets and is governed by the Company’s Treasury Reserve Policy, which establishes liquidity, governance,
custody, financing and risk management requirements. As of May 31, 2026, the Company held digital assets with a fair value of approximately
$49.4 million, generated $620,849 of staking income during the period and maintained financing arrangements designed to support its treasury
activities.
The Company’s reported financial results were significantly affected by the application of ASC 350-60, which requires
digital assets to be measured at fair value with changes recognized in earnings each reporting period. Accordingly, reported net income
included significant non-cash fair value gains resulting from changes in the market value of the Company’s digital asset holdings. Management
believes investors should evaluate these non-cash fair value adjustments together with the Company’s operating performance, liquidity
position and capital management activities when assessing period-to-period financial results.
31
Business
Model Transformation
Historically,
the Company’s operations were primarily focused on mortgage brokerage services and related technology-enabled solutions within the Canadian
residential mortgage market. Revenue was largely derived from mortgage origination activity together with subscription, underwriting,
insurance and other ancillary service offerings.
During
fiscal 2026, the Company expanded its business through the implementation of its Digital Asset Treasury strategy, establishing Crypto
Asset Operations as a second reportable operating segment. As a result, management now evaluates the business through two complementary
operating platforms: Mortgage Operations and Crypto Asset Operations.
Mortgage
Operations continue to focus on growing mortgage origination volumes, expanding subscription-based and other recurring revenue streams,
enhancing agent productivity through technology, and improving operating efficiency.
Crypto
Asset Operations focus on the disciplined deployment and management of treasury assets through digital asset ownership, staking activities,
financing arrangements and other treasury management activities conducted pursuant to the Company’s Treasury Reserve Policy. These activities
are intended to complement, rather than replace, the Company’s core mortgage operations by providing an additional framework for capital
allocation and treasury management.
Management believes
this operating structure provides greater diversification of earnings while maintaining a disciplined approach to liquidity, governance
and risk management.
Recent
Developments
Business
Trends
During the nine months ended May 31, 2026, the Canadian
mortgage market continued to adjust to evolving monetary policy following the Bank of Canada’s easing cycle that commenced in mid-2024.
While lower benchmark interest rates improved borrowing conditions and reduced financing costs relative to prior periods, mortgage origination
activity continued to be influenced by housing affordability constraints, limited housing supply, underwriting standards and borrower
qualification requirements.
Within this operating environment, mortgage renewal
and refinance activity represented a greater proportion of industry volume, while purchase-related mortgage originations continued to
recover gradually. The Company remained focused on supporting its mortgage agent network, expanding technology-enabled services and maintaining
disciplined expense management while continuing to invest in its proprietary Pineapple Plus platform.
During the period, the Company continued to enhance
its technology platform through workflow automation, customer relationship management capabilities and additional insurance and ancillary
financial service integrations. Management believes these initiatives will continue to support agent productivity, operational efficiency
and the expansion of recurring revenue streams over time.
As part of its broader capital allocation strategy,
the Company also implemented its Digital Asset Treasury strategy during fiscal 2026. The strategy is governed by the Company’s Treasury
Reserve Policy and is designed to deploy excess treasury assets in a disciplined manner while maintaining appropriate liquidity, governance
and risk management standards. Activities undertaken during the period included digital asset acquisitions, treasury financing arrangements
and delegated staking activities.
As of May 31, 2026, the Company held digital assets
with a fair value of approximately $49.4 million, generated $620,849 of staking income during the nine-month period and recognized $2.8
million of non-cash fair value gains resulting from changes in market prices. Because the Company’s digital assets are measured at fair
value under U.S. GAAP, reported earnings may experience significant period-to-period volatility that does not necessarily correspond to
realized cash flows or underlying operating performance.
Management continues to evaluate both mortgage
market conditions and digital asset markets in allocating capital, managing liquidity and assessing future operating opportunities.
32
RESULTS
OF OPERATIONS
The Company’s results of operations for the three
and nine months ended May 31, 2026 reflect the combination of its traditional mortgage operations together with the implementation of
its Digital Asset Treasury strategy. As a result, comparisons with prior periods should be viewed in the context of the Company’s expanded
business activities.
Reported operating results during the current period
were significantly influenced by:
● the
fair value remeasurement of digital assets under ASC 350-60;
● staking
income generated from digital asset holdings;
● financing
costs associated with the Company’s treasury financing arrangements;
● interest
income generated from treasury placement and financing activities; and
● continued
mortgage brokerage and technology platform operations.
Because fair value adjustments are recognized in earnings
each reporting period, reported net income may vary significantly based on changes in digital asset market prices and may not correspond
to realized cash flows during the period.
Net
Income
For the three months ended May 31, 2026, the Company
reported net income of $25.3 million, compared to a net loss of $0.6 million during the prior-year period. The improvement primarily reflects
the implementation of the Company’s Digital Asset Treasury strategy during fiscal 2026, which contributed non-cash fair value gains on
digital assets, staking income and interest income. These benefits were partially offset by higher financing costs associated with the
Company’s treasury financing arrangements and continued operating expenses related to its mortgage platform.
The principal drivers of the period-over-period change were:
●
A $25.8 million non-cash, market-driven fair value gain on the Company’s recognized digital asset holdings;
●
$0.4 million of staking income generated from the Company’s digital asset treasury activities;
●
$0.2 million of interest income earned on treasury financing and lending activities; and
●
Continued cost management across the Company’s mortgage operations.
These
items were partially offset by:
●
Interest expense and bank charges of $0.4 million, primarily related to borrowings supporting the Company’s Digital Asset Treasury strategy;
●
A $0.4 million loss on the change in fair value of warrant liabilities;
●
Advertising and marketing expenses of $0.3 million;
●
Salaries, wages and benefits of $0.4 million; and
●
Depreciation and amortization of $0.3 million.
Because
the Company measures its recognized digital assets at fair value under ASC 350-60, reported net income includes significant non-cash
gains and losses resulting from changes in market prices. Accordingly, period-to-period comparisons of reported earnings may not
necessarily reflect changes in the Company’s underlying operating cash flows or core mortgage operations.
Revenue
Revenue
for the three months ended May 31, 2026 was $0.6 million, compared to $0.7 million for the comparable prior-year period, representing
a decrease of $0.1 million, or approximately 16.7%.
The
decrease primarily reflects lower mortgage origination activity within the Company’s Mortgage Operations segment as the Canadian residential
mortgage market continued to experience reduced transaction volumes, housing affordability constraints and disciplined underwriting standards
despite improving interest rate conditions. These factors reduced commission-based revenue associated with funded mortgage transactions
during the period.
The
decrease in mortgage brokerage revenue was partially offset by continued contributions from the Company’s recurring and ancillary revenue
streams, including subscription-based software, underwriting, insurance and sponsorship revenues, which continue to diversify the Company’s
revenue base beyond traditional mortgage origination activity.
Income
generated from the Company’s Digital Asset Treasury strategy, including staking income, is presented separately from revenue
and is therefore not included within revenue from contracts with customers.
33
Operating
Expenses
Total
operating expenses and other income for the three months ended May 31, 2026 resulted in a net recovery of approximately $24.3 million,
compared to total operating expenses of approximately $0.6 million for the comparable prior-year period. The year-over-year change primarily
reflects the implementation of the Company’s Digital Asset Treasury strategy, including the recognition of non-cash fair value
gains on recognized digital assets and staking income, partially offset by financing costs associated with treasury activities and ongoing
mortgage operating expenses.
Excluding
the impact of digital asset fair value remeasurement and staking income, the Company continued to incur operating expenses related to:
● Selling,
general and administrative expenses;
● Advertising
and marketing;
● Salaries,
wages and benefits;
● Interest
expense and bank charges; and
● Depreciation
and amortization.
Interest
expense increased significantly from the prior-year period as a result of financing arrangements established to support the Company’s
Digital Asset Treasury strategy.
Fair
Value and Treasury Activities
During
the quarter, the Company recognized a $25.8 million non-cash fair value gain on its recognized digital assets resulting from increases
in the market price of Injective (“INJ”) during the reporting period. Under ASC 350-60, recognized digital assets are measured
at fair value, with changes in fair value recognized in earnings each reporting period. Accordingly, these gains do not represent realized
cash gains.
In
addition, the Company recognized:
● Staking
income of $399,134;
● Interest
income of $155,480;
● A
gain on derivative liabilities of $26,812; and
● A
loss on the remeasurement of warrant liabilities of $52,018.
Collectively,
these items materially affected reported operating results for the quarter but do not necessarily reflect the performance of the Company’s
core mortgage operations or operating cash flows.
Operating
Income and Net Income
As
a result of the factors discussed above, the Company reported income from operations of approximately $24.9 million for the three months
ended May 31, 2026, compared to an operating loss of approximately $0.7 million for the comparable prior-year period.
The
improvement primarily reflects the implementation of the Company’s Digital Asset Treasury strategy, including non-cash fair value
gains on recognized digital assets and staking income, partially offset by financing costs associated with treasury activities and ongoing
operating expenses.
Interest
income generated from treasury activities is presented below income from operations and therefore contributed to net income but not operating
income.
Management
believes operating income should be considered together with the Company’s underlying operating performance, as fair value accounting
for digital assets under ASC 350-60 may introduce significant period-to-period volatility that does not necessarily correspond to realized
cash flows or changes in the Company’s core mortgage operations.
For
the three months ended May 31, 2026, the Company reported basic and diluted earnings per share of approximately $0.99, compared to a
basic and diluted loss per share of approximately $0.93 for the comparable prior-year period.
Nine
Months Ended May 31, 2026 Compared to May 31, 2025
The
Company’s nine-month results reflect the combined impact of its Mortgage Operations segment and its Digital Asset Treasury strategy,
including digital asset acquisitions, staking income, fair value remeasurement of digital assets, financing costs, interest expense and
warrant-related fair value adjustments.
34
Non-GAAP
Financial Measures
Management supplements its U.S. GAAP results with certain non-GAAP financial measures, including Adjusted Operating
Income (Loss) and Adjusted EBITDA, which management uses to evaluate the underlying operating performance of the Company’s business.
These measures exclude items that management believes are not indicative of ongoing operating performance or that
may significantly affect comparability between reporting periods, including:
●
Non-cash fair value adjustments related to digital assets;
●
Changes in the fair value of warrant and derivative liabilities;
●
Financing-related costs associated with capital-raising activities; and
●
Certain other items that may not be comparable across reporting periods.
Because the Company’s Digital Asset Treasury strategy
is accounted for under ASC 350-60, reported GAAP results may include significant non-cash gains or losses resulting from changes in the
market value of digital assets. Management believes these supplemental measures assist investors in evaluating operating performance exclusive
of such market-driven accounting adjustments.
These measures
should not be considered in isolation or as a substitute for results prepared in accordance with U.S. GAAP and may not be comparable
to similarly titled measures presented by other companies.
Adjusted
Operating Income (excluding fair value changes)
For the nine
months ended:
May
31, 2026
$
GAAP
Net loss
(1,346,969 )
Adjustments to reconcile GAAP net income to
adjusted operating income (loss):
Unrealized gain on digital assets
(2,809,971 )
Share-based compensation
142,000
Financing-related costs (ELOC, warrants)
2,825,558
Advertising and marketing expenses not considered
indicative of period-over-period comparability
708,691
Interest expense
1,077,031
Gain on fair value of warrant liabilities
(467,408 )
Adjusted operating income
(loss) (Non-GAAP)
128,932
Management uses Adjusted Operating Income as a supplemental
measure to evaluate the underlying operating performance of the Company’s business by excluding items that management believes are not
reflective of ongoing operating activities or that may reduce comparability between reporting periods. During the nine months ended May
31, 2026, the most significant adjustments related to non-cash fair value gains on digital assets, financing-related costs associated
with capital raising activities, and changes in the fair value of financial instruments.
While these adjustments provide additional insight into operating trends, they should not be considered in isolation
or as a substitute for U.S. GAAP results.
Adjusted
EBITDA
For the nine
months ended:
May
31, 2026
$
Adjusted operating income (loss)
(Non-GAAP)
128,932
Adjustments:
Interest income
(369,539 )
Depreciation and amortization
719,173
Adjusted EBITDA (Non-GAAP)
478,566
Management
also evaluates Adjusted EBITDA as a supplemental measure of operating performance. Adjusted EBITDA further excludes depreciation, amortization,
interest income, interest expense and other non-operating items to facilitate period-over-period comparisons of operating performance.
Because
the Company’s Digital Asset Treasury strategy introduces significant non-cash fair value adjustments under U.S. GAAP, management believes
Adjusted EBITDA provides investors with an additional perspective on operating performance exclusive of these accounting-driven fluctuations.
However, Adjusted EBITDA has important limitations and should not be considered a substitute for net income, operating income or cash
flows determined in accordance with U.S. GAAP.
Operating
Performance Metrics
Nine
months period Ended May 31,
2026
2025
2024
Mortgage volume
1,148,188,741
1,183,621,251
1,083,771,257
Gross billing
10,510,212
13,048,445
11,450,989
Commission expense
9,419,249
11,856,728
10,456,703
Net sales revenue
1,090,963
1,191,717
994,286
Underwriting revenue
76,863
92,784
115,244
Insurance
72,874
101,598
-
Subscription revenue
625,019
559,993
560,261
Sponsorship revenue
142,733
169,377
-
Other revenue
43,883
143,927
301,585
Three
months ended May 31,
2026
2025
2024
Mortgage volume
318,790,079
412,428,436
377,640,286
Gross billing
3,038,778
4,400,201
4,449,848
Commission expense
2,730,429
4,044,402
3,713,400
Net sales revenue
308,349
355,799
736,448
Underwriting revenue
26,110
35,143
41,454
Insurance
16,919
31,068
-
Subscription revenue
206,529
191,927
181,701
Sponsorship revenue
43,845
40,857
-
Other revenue
20,750
93,709
-
35
Note :
Gross billing represents total commissions billed to lending institutions on funded mortgage transactions. Commission expense represents
amounts payable to mortgage agents, brokers and referral partners. Net sales revenue represents gross billing less commission expense
and is presented on a net basis because the Company acts as an agent in these arrangements. The other revenue categories presented above
include underwriting revenue, insurance revenue, subscription revenue, sponsorship revenue and other ancillary revenue streams. Staking
income and fair value gains or losses on digital assets are excluded from the table above and are presented separately in the condensed
interim consolidated statements of operations and comprehensive loss.
In addition to U.S. GAAP and
non-GAAP financial measures, management monitors several operating metrics that it believes provide additional insight into the performance
of the Company’s Mortgage Operations segment. These metrics include mortgage volume, gross billings, net sales revenue, subscription revenue,
underwriting revenue, insurance revenue, sponsorship revenue and other ancillary revenue streams.
Management believes these operating metrics provide useful information regarding the scale of the Company’s mortgage
platform, the level of customer activity and the continued diversification of revenue sources, which was supported by:
●
Consistent mortgage-related revenue generation despite continued softness in Canadian mortgage origination activity;
●
Growth in subscription revenue compared with the prior-year period;
●
Continued contribution from insurance, sponsorship, underwriting, and other mortgage-related revenue streams;
●
Improved cost structure following optimization initiatives across headcount, overhead, and selling, general and administrative expenses;
and
●
Early contributions from the Company’s digital asset treasury activities, including staking income.
Nine Months Ended May 31, 2026
For
the nine months ended May 31, 2026, mortgage volume was $1.15 billion, compared to $1.18 billion for the same period in 2025. Gross billing
decreased to $10.5 million from $13.0 million, while commission expense decreased to $9.4 million from $11.9 million. Net sales revenue
was $1.1 million, compared to $1.2 million for the prior-year period.
Subscription
revenue increased to $625,019 for the nine months ended May 31, 2026, compared to $559,993 for the same period in 2025. This increase
partially offset decreases in net sales revenue, underwriting revenue, insurance revenue, sponsorship revenue and other income.
This improvement
in adjusted operating performance was driven by the combined impact of revenue stability, growth in recurring and fee-based revenue streams,
and a structural reduction in the Company’s operating cost base. Management believes these actions position the Company for improved
operating leverage as revenue scales.
Management believes
that this adjusted measure provides a more meaningful view of the Company’s core operating performance, as it removes the effects
of:
● Market-driven
volatility in digital asset fair value remeasurements;
● Financing
activities and related accounting impacts, including non-recurring financing costs;
● Non-cash
remeasurement adjustments; and
● Certain
costs that management does not consider indicative of ongoing operating performance.
However, this
non-GAAP measure should not be considered in isolation or as a substitute for financial results prepared in accordance with U.S. GAAP.
This measure may also not be comparable to similarly titled measures used by other companies.
36
Three
Months Ended May 31, 2026
For
the three months ended May 31, 2026, mortgage volume was $318.8 million, compared to $412.4 million for the same period in 2025. Gross
billing decreased to $3.0 million from $4.4 million, while commission expense decreased to $2.7 million from $4.2 million.
Despite
lower mortgage volume and gross billing, net sales revenue increased to $308,349 for the three months ended May 31, 2026, compared to
$288,161 for the same period in 2025. The increase in net sales revenue reflects changes in revenue mix and commission expense relative
to gross billing.
Subscription
revenue increased to $206,529 for the three months ended May 31, 2026, compared to $191,927 for the same period in 2025. This increase
was partially offset by decreases in underwriting revenue, insurance revenue, sponsorship revenue and other income.
Management
believes the three-month period reflects the Company’s current operating profile following recent financing, restructuring and
cost optimization initiatives. The Company continues to focus on improving operating leverage, maintaining its mortgage platform capabilities,
and expanding recurring and ancillary revenue streams.
Digital
Asset Treasury Strategy
During
fiscal 2026, the Company implemented its Digital Asset Treasury (“DAT”) strategy as part of its broader capital allocation
framework. The strategy complements the Company’s Mortgage Operations by providing a disciplined framework for managing excess treasury
assets while maintaining appropriate liquidity, governance and risk management.
The
Company’s DAT strategy is governed by its Treasury Reserve Policy and overseen by the Board of Directors through its Special Advisory
Committee. The strategy currently includes:
●
Digital Asset Ownership – Acquisition and long-term ownership of digital assets, primarily Injective (“INJ”) tokens,
as treasury reserve assets.
●
Treasury Yield Generation – Participation in delegated staking activities designed to generate additional income on treasury-held
digital assets.
●
Treasury Financing – Utilization of secured financing arrangements intended to improve capital efficiency while maintaining
prudent collateral coverage and liquidity.
●
Treasury Placement Arrangements – Short-duration lending and treasury placement activities designed to generate additional
yield on excess treasury assets, subject to the Company’s Treasury Reserve Policy and corporate governance procedures.
●
Risk Management and Governance – Formal oversight of treasury activities through established liquidity thresholds, custody
requirements, counterparty standards, financing limits and approval procedures.
As
of May 31, 2026, the Company:
●
Held recognized digital assets with a fair value of approximately $49.4 million ;
●
Generated $620,849 of staking income during the nine-month period;
●
Maintained secured financing arrangements totaling approximately $21.4 million ;
●
Maintained approximately $12.0 million of treasury-related loan receivables; and
●
Maintained approximately $5.4 million of restricted collateral balances supporting treasury financing arrangements.
Management’s
objective is to prudently deploy capital while maintaining sufficient liquidity to support the Company’s operating business. Accordingly,
treasury activities are conducted alongside ongoing evaluations of working capital requirements, financing obligations, collateral maintenance
requirements, market conditions and overall risk management considerations.
Under
U.S. GAAP, recognized digital assets within the scope of ASC 350-60 are measured at fair value, with unrealized gains and losses recognized
in earnings each reporting period. As a result, reported operating results may experience significant volatility arising from changes
in digital asset market prices, even where no assets have been sold and no corresponding cash flows have been realized.
37
Modified
Net Asset Value (mNAV)
Management
monitors Modified Net Asset Value (“mNAV”) as a supplemental treasury performance metric in evaluating the relationship between
the Company’s market valuation and the capital deployed through its Digital Asset Treasury strategy.
Management
believes mNAV provides useful supplemental information because the Company’s Digital Asset Treasury strategy includes not only digital
assets, but also financing arrangements, collateral balances and treasury placement activities that support the overall treasury portfolio.
Accordingly, management believes evaluating enterprise value relative to the broader treasury asset base provides additional context
when assessing the Company’s capital allocation strategy.
For
purposes of this metric:
●
Enterprise Value represents the Company’s market capitalization adjusted for debt and cash balances.
●
Treasury Value represents the fair value of digital assets together with capital deployed in treasury-related activities, including restricted
collateral balances, loan receivables and other assets directly supporting the Company’s Digital Asset Treasury strategy.
The following table summarizes management’s
calculation of mNAV as of May 31, 2026:
May
31, 2026
Common stock issued and outstanding
25,534,070
Share price
$ 1.07
Market capitalization
27,321,455
Less: Cash
(5,089,707 )
Plus: Loans payable
21,442,877
Plus: Interest payable
136,096
Plus: Warrant liability
150,198
Enterprise Value
43,960,919
Recognized digital assets
49,400,549
Plus: Loans receivable
12,002,619
Plus: Interest receivable
66,849
Plus: Restricted cash
5,424,320
Plus: Derivative assets / (liabilities)
(65,241 )
Plus: Other DAT Assets
559,103
Treasury Value
67,388,199
mNAV
0.65
: 1.00
As of May 31, 2026, the Company’s Treasury Value consisted
primarily of:
● Recognized digital assets with a fair value of approximately
$49.4 million;
● Treasury-related loan receivables of $12.0
million;
● Restricted collateral balances of $5.4 million;
and
● Other treasury-related assets and liabilities
supporting the Company’s Digital Asset Treasury strategy.
Management believes mNAV is a useful supplemental metric for evaluating the Company’s treasury activities; however,
it is not a measure of financial performance under U.S. GAAP and should not be considered in isolation or as a substitute for GAAP financial
measures. The calculation of mNAV involves management judgment, including the determination of which assets and liabilities are included
within Treasury Value, and may not be comparable to similarly titled measures presented by other companies.
38
The
Company’s cash balance is currently managed at the corporate level and is not fully allocated between operating liquidity and treasury
activities. Accordingly, unrestricted cash has been excluded from Treasury Value for purposes of the mNAV calculation in this period.
To the extent cash is deployed into digital asset strategies in future periods, it is expected to be included within Treasury Value.
In
addition, certain amounts related to financing and collateral arrangements, including restricted cash, loan receivable balances and derivative-related
balances, may be included within Treasury Value where such amounts represent capital actively deployed in support of the Company’s
digital asset strategy.
The
Company’s treasury strategy is governed by internal policies that prioritize liquidity and risk management, including:
●
Maintaining minimum operating cash reserves;
● Limiting the use of leverage;
● Avoiding rehypothecation of assets; and
● Implementing governance through internal review processes.
Staking
rewards generated from digital asset holdings represent an incremental yield component of the Company’s capital allocation strategy.
Recognized digital assets are measured at fair value under ASC 350-60, with changes in fair value recognized in earnings each
reporting period. Accordingly, reported financial results may experience significant volatility arising from changes in market prices,
which may not correspond to realized cash flows or management’s assessment of the Company’s underlying operating performance.
The
calculation of mNAV involves significant judgment, including the determination of which assets and liabilities are included in Enterprise
Value and Treasury Value, and may differ from methodologies used by other companies. Accordingly, this measure may not be comparable
to similarly titled measures and could produce materially different results if calculated under alternative assumptions.
Revenue
and Operating Metrics
The
Company’s primary sources of revenue include:
●
Commissions earned from mortgage originations;
●
Underwriting income;
●
Subscription fees charged to mortgage agents;
●
Insurance commission revenue;
●
Sponsorship revenue; and
●
Other ancillary income streams.
In addition, the Company recognizes digital asset-related income, including staking income, separately from revenue
from contracts with customers.
Nine
Months Ended May 31, 2026
For
the nine-month period, the Company generated revenue from a diversified set of sources, supported by its mortgage operations, together with income generated from its
digital asset treasury strategy.
●
Mortgage volume was $1.15 billion, compared to $1.18 billion in the prior-year period, reflecting a modest decrease in origination activity.
●
Gross billings were $10.4 million, compared to $13.0 million in the prior-year period, primarily reflecting market conditions, transaction
mix and competitive pricing dynamics.
●
Commission expense totaled $9.4 million, compared to $11.9 million in the prior-year period, consistent with the decrease in gross billings
and mortgage activity.
●
Net sales revenue was approximately $1.0 million, compared to $1.2 million in the prior-year period.
39
Additional
revenue and income streams included:
●
Underwriting revenue of $0.08 million;
●
Insurance revenue of $0.07 million;
●
Subscription revenue of $0.63 million, reflecting continued agent platform engagement;
● Sponsorship revenue of $0.14 million;
●
Staking income of $0.62 million, representing income generated from the Company’s digital asset holdings; and
●
Other revenue of approximately $0.13 million.
Overall,
while mortgage-related revenues remained affected by continued softness in the Canadian mortgage market, the Company’s subscription
revenue remained stable and its digital asset treasury strategy contributed incremental income through staking activities.
Three
Months Ended May 31, 2026
For
the three-month period ended May 31, 2026:
●
Mortgage volume was $318.8 million, compared to $412.4 million in the prior-year period;
●
Gross billings were approximately $3.0 million, compared to $4.4 million in the prior-year period;
●
Commission expense totaled $2.7 million, compared to $4.0 million in the prior-year period; and
●
Net sales revenue was approximately $0.30 million, compared to $0.36 million in the prior-year period.
Other
revenue and income components included:
●
Underwriting revenue of $0.03 million;
●
Insurance revenue of $0.02 million;
●
Subscription revenue of $0.21 million;
●
Sponsorship revenue of $0.04 million;
●
Staking income of $0.40 million, reflecting the Company’s digital asset treasury strategy; and
●
Other revenue of approximately $0.03 million.
The
decrease in mortgage-related revenue metrics during the quarter was driven by lower mortgage volume, ongoing market softness, affordability
constraints and competitive pressures. These factors were partially offset by stable subscription revenue and contributions from digital
asset staking activities.
Overall
Performance Commentary
Management
believes that the Company’s operating results for both the three- and nine-month periods demonstrate:
●
Resilience in core mortgage operations despite a challenging macroeconomic environment;
●
Continued contribution from recurring and ancillary revenue streams, including subscription, insurance, sponsorship and underwriting
revenue;
●
Successful diversification into digital asset activities, including staking income generation; and
●
Continued focus on cost management and operational efficiency.
Reported
results were significantly impacted by non-cash, market-driven fair value remeasurement of recognized digital asset holdings and
financing-related costs. For the three months ended May 31, 2026, the Company recognized a $25.8 million fair value gain on digital assets and $0.4 million of staking income. For the nine months ended May 31, 2026, the Company recognized a $2.8 million fair value
gain on digital assets and $0.6 million of staking income.
These
results reflect the impact of the Company’s digital asset treasury strategy, structural cost reduction initiatives, and continued
efforts to reduce fixed costs and improve operating leverage.
40
The
Company’s primary sources of revenue include commissions earned from lenders on mortgage originations, underwriting income, subscription
fees charged to mortgage agents, insurance commission revenue, sponsorship revenue and other ancillary income. In addition, the Company recognizes staking income from digital asset holdings separately from revenue from contracts with customers.
Path
to Operating Leverage
As
the Company advances its strategic initiatives, management is focused on driving operating leverage and improving earnings quality through:
●
Increasing revenue per mortgage transaction;
●
Expanding higher-margin ancillary and subscription-based revenue streams;
●
Driving efficiency across operations and reducing cost per funded loan;
●
Enhancing agent productivity through technology and automation; and
●
Improving capital efficiency through its digital asset treasury strategy.
The
Company expects that improvements in agent productivity, data monetization, recurring revenue, and capital efficiency will contribute
to a more scalable and profitable operating model over time.
Gross
Billing
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 customer.
For
each mortgage transaction, revenue is recognized when:
●
A binding contract exists between the borrower, the mortgage agent, and the lending institution;
●
The Company provides access to, and support through, its technology platform to facilitate the mortgage transaction;
●
The mortgage loan is funded by the lender; and
●
The 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 completed. 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 is driven by 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.
41
Subscription
Revenue
Users
access and use the Company’s 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. The platform enables users to process mortgage transactions, prepare documentation, and complete packages
for submission to financial institutions for funding.
The
Company has a strong user base, which has experienced significant growth since inception. Subscription revenue is recognized over the
period during which access to the platform is provided.
The
Company continues to expand the functionality of its Pineapple Plus platform, including initiatives focused on data standardization,
workflow digitization, and the development of a unified data architecture across mortgage transactions. These efforts are expected to
form the foundation for future data-driven products, including analytics, benchmarking, and other value-added services that may be offered
on a subscription or recurring revenue basis.
Management
believes that, over time, these initiatives may enable the Company to monetize its platform beyond traditional transaction-based revenue,
supporting higher-margin recurring revenue streams and improved earnings quality. However, these capabilities remain under development,
and there can be no assurance as to their timing, scope or ultimate commercial impact.
These
initiatives may also support the structured digitization and utilization of mortgage-related data assets, enabling new forms of data
accessibility, reporting and monetization over time.
Staking
Income
The
Company earns staking income from its digital asset holdings by participating in blockchain network validation activities. Staking rewards
are received in the form of additional digital tokens and are not considered revenue from contracts with customers under ASC 606.
Staking
income is recognized within other income when the Company obtains control of the reward tokens, which generally occurs when the rewards
are received or become claimable by the Company. Such rewards are measured at fair value at the time of receipt using quoted market prices
in active markets in accordance with ASC 820, Fair Value Measurement .
Subsequent
to initial recognition, the related digital assets are included within digital assets and are remeasured at fair value at each reporting
date, with changes in fair value recognized in earnings in accordance with the Company’s accounting policy for digital assets.
Underwriting
Fee
Users
can optionally use the Company’s expert risk pre-assessment service, which assists them in pre-underwriting their loans before
submission to a lender for approval and funding. This service is designed to reduce the time required for lender partners to assess mortgage
applications.
The
Company charges an underwriting fee based on the size of the mortgage transaction. The Company has undertaken programs to educate and
inform users of this service in further detail. Management believes this service may increase user engagement, improve deal quality,
and enhance the services offered through the platform.
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 the Company’s platform, the Company receives commissions from insurance providers
based on premiums written.
Commission
revenue is recognized at the point in time when the underlying insurance policy becomes effective and the Company’s performance
obligations are satisfied. 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.
42
Other
Income
Other
income includes technology setup fees, sponsorship fees, and other ancillary income streams.
Components
of Operating Expenses
The
Company’s operating expenses, as presented in the statement of operations data, include salaries, commissions and team member benefits,
selling, general and administrative expenses, marketing and advertising expenses, depreciation and amortization, interest expense, share-based
compensation, financing-related costs and other expenses.
Salaries,
Commissions and Team Member Benefits
Payroll
expenses include team members’ salaries, commissions, payroll taxes and benefits.
Selling,
General and Administrative Expenses
Selling,
general and administrative expenses include software subscriptions, license fees, professional services, insurance, rent, dues and subscriptions,
travel, office and general expenses, consulting fees and other operating expenses.
Share-Based
Compensation
Share-based
compensation comprises equity awards and is measured and expensed under ASC 718, Compensation—Stock Compensation .
Comparison
of the Nine Months Ended May 31, 2026 and 2025
Nine
months ended
May
31, 2026 ($)
May
31, 2025 ($)
Increase
/ (Decrease) ($)
Increase
/ (Decrease) %
Revenue
2,052,335
2,259,396
(207,061 )
(9.16 )%
Expenses
Selling,
general and administrative
1,747,235
1,522,778
224,457
14.74 %
Advertising
and Marketing
708,691
617,987
90,704
14.68 %
Salaries,
wages and benefits
740,798
1,223,722
(482,924 )
(39.46 )%
Interest
expense and bank charges
1,077,031
306,267
770,764
251.66 %
Depreciation
and amortization
719,173
648,991
70,182
10.81 %
Fair
value gain on digital assets
(2,809,970 )
-
(2,809,970 )
100.00 %
Staking
income
(620,849 )
-
(620,849 )
100.00 %
Government
incentive
(81,792 )
(70,657 )
(11,135 )
15.76 %
Total
expense
1,480,317
4,249,088
(2,768,771 )
(65.46 )%
Gain/(loss)
from operations
572,018
(1,989,692 )
2,561,710
128.75 %
Foreign
exchange gain (loss)
27,068
(1,905 )
28,973
1,520.89 %
Interest
income
369,539
-
369,539
100.00 %
Financing
cost – warrants
(1,325,558 )
-
(1,325,558 )
100.00 %
Financing
cost – ELOC
(1,500,000 )
-
(1,500,000 )
100.00 %
Gain
on change in fair value of derivative liability
42,556
-
42,556
100.00 %
Gain
on change in fair value of warrant liability
467,408
341,765
125,643
36.76 %
Net
income (loss)
(1,346,969 )
(1,814,112 )
467,143
25.375 %
Comparison
of the Three Months Ended May 31, 2026 and 2025
Three
months ended
May
31, 2026 ($)
May
31, 2025 ($)
Increase
/ (Decrease) ($)
Increase
/ (Decrease) %
Revenue
622,502
746,903
(124,401 )
(16.66 )%
Expenses
Selling, general and administrative
552,659
527,835
24,824
4.70 %
Advertising and Marketing
292,314
292,489
(175 )
(0.06 )%
Salaries, wages and benefits
391,309
394,648
(3,339 )
(0.85 )%
Interest expense and bank charges
448,510
31,216
417,294
1,336.80 %
Depreciation and amortization
255,023
219,355
35,668
16.26 %
Fair value gain on digital assets
(25,824,284 )
-
(25,824,284 )
100.00 %
Staking income
(399,134 )
-
(399,134 )
100.00 %
Government incentive
(27,423 )
(22,109 )
(5,314 )
24.04 %
Total expense
(24,311,026 )
1,443,434
(25,754,460 )
(1,784.25 )%
Gain/(loss) from operations
24,933,528
(696,531 )
25,630,059
3,679.67 %
Foreign exchange gain (loss)
186,281
(6,018 )
192,299
3,195.40 %
Interest income
155,480
-
155,480
100.00 %
Gain/(loss) on change in fair value of derivative
(7,799 )
-
(7,799 )
100.00 %
Gain on change in fair value of derivative
liability
34,611
-
34,611
100.00 %
Gain (loss) on change in fair value of warrant
liability
(52,018 )
309,516
(361,534 )
(116.81 )%
Net income (loss)
25,250,083
(557,736 )
25,807,819
4,627.25 %
43
RESULTS
OF OPERATIONS
Selling,
General and Administrative Expenses
The
breakdown of selling, general and administrative expenses for the nine-month period ended May 31, 2026 is as follows:
Nine
months ended
May
31, 2026 ($)
May
31, 2025 ($)
Increase
/ (Decrease) ($)
Increase
/ (Decrease) %
Selling, general and administrative
expenses
1,747,235
1,522,778
224,457
14.74 %
Selling,
general and administrative expenses for the nine months ended May 31, 2026 were $1.7 million, compared to $1.5 million for the same period
in the prior year, representing an increase of $224,457, or 14.74%. The increase was primarily driven by higher professional, compliance,
insurance and corporate costs associated with the Company’s public company reporting obligations, financing activities and expanded
business activities, partially offset by cost optimization initiatives.
Revenue
Revenue
for the nine months ended May 31, 2026 was $2.1 million, compared to $2.3 million in the comparable prior-year period, representing a
decrease of $0.2 million, or 9.2%.
The
decrease in revenue was primarily attributable to:
●
Lower mortgage volume and gross billings compared with the prior-year period;
●
Continued softness in Canadian mortgage origination activity; and
●
Changes in the timing and mix of mortgage-related revenue streams.
These
decreases were partially offset by higher subscription revenue and continued contribution from insurance, sponsorship, underwriting and
other mortgage-related revenue streams.
In
addition, the Company recognized staking income of $620,849 during the nine months ended May 31, 2026, generated from its digital asset
holdings. In accordance with U.S. GAAP, staking income is presented separately and is not included in revenue from contracts with customers.
44
Operating
Expenses
Total
operating expenses and other income for the nine months ended May 31, 2026 resulted in net expenses of approximately $1.5 million, compared to total
expenses of $4.2 million in the prior-year period.
The
change was primarily driven by:
●
A $2.8 million non-cash, market-driven fair value gain on digital assets;
●
$620,849 of staking income;
●
Lower salaries, wages and benefits due to cost optimization initiatives;
●
Partially offset by $1.5 million of financing costs related to the ELOC arrangement;
●
$1.3 million of warrant-related financing costs; and
●
Higher interest expense associated with new borrowings related to the Company’s digital asset treasury strategy.
Other
notable changes in operating expenses include:
●
Advertising and marketing expenses increased by 14.7%, reflecting continued investments in growth and customer acquisition initiatives;
●
Salaries, wages and benefits decreased by 39.5%, primarily due to workforce optimization initiatives; and
●
Selling, general and administrative expenses increased by 14.7%, reflecting higher professional and public company-related costs, partially
offset by cost management initiatives.
Operating
Income and Net Loss
As
a result of the foregoing, the Company reported:
●
Income from operations of $0.6 million, compared to a loss from operations of $2.0 million in the prior-year period; and
●
A net loss of $1.3 million, compared to a net loss of $1.8 million in the prior-year period.
The
reduction in net loss was primarily attributable to:
●
A non-cash, market-driven fair value gain on digital assets;
●
Staking income generated from digital asset holdings;
●
Interest income; and
●
A gain on remeasurement of warrant liabilities.
These
were partially offset by financing-related costs, including warrant and ELOC-related expenses, higher interest expense and other operating
expenses.
Other
Income and Expenses
Other
income and expenses for the nine-month period included:
●
Interest income of $369,539;
●
Financing cost related to ELOC of $1.5 million;
●
Financing cost related to warrants of $1.3 million;
●
Gain on change in fair value of warrant liabilities of $467,408;
● Gain
on change in fair value of derivative liabilities of $42,556;
●
Foreign exchange gain of $22,787; and
●
Staking income of $620,849, recognized separately from revenue.
45
These
items reflect the Company’s financing activities and exposure to digital asset markets and are not directly related to its core
mortgage brokerage operations.
Three
Months Ended May 31, 2026 Compared to May 31, 2025
Revenue
Revenue
for the three months ended May 31, 2026 was $0.6 million, compared to $0.7 million in the comparable prior-year period, representing
a decrease of $0.1 million, or 16.7%.
The
decrease in revenue was driven by:
●
Lower mortgage volume compared with the prior-year period;
●
Lower gross billings; and
●
Continued market softness and affordability constraints in the Canadian mortgage market.
During
the quarter, the Company also recognized staking income of $399,134, which is presented separately from revenue.
Operating
Expenses
Total
operating expenses and other income for the three months ended May 31, 2026 resulted in a net recovery of $24.3 million, compared to
total expenses of $1.4 million in the prior-year period.
The
change was primarily attributable to:
●
A $25.8 million non-cash, market-driven fair value gain on digital assets;
●
$399,134 of staking income; and
●
Partially offset by higher interest expense and other normal-course operating expenses.
Additional
changes include:
●
Advertising and marketing expenses remained consistent with the prior-year period;
●
Salaries, wages and benefits remained relatively stable compared with the prior-year period;
●
Selling, general and administrative expenses increased by 4.7%, primarily driven by professional, administrative and compliance costs;
and
●
Interest expense and bank charges increased significantly due to borrowings associated with the Company’s digital asset treasury
strategy.
Operating
Income and Net Income
As
a result of the foregoing, the Company reported:
●
Income from operations of $24.9 million, compared to a loss from operations of $0.7 million in the prior-year period; and
● Net income of $24.9 million, compared to a net loss of $0.6 million in the prior-year period.
The
improvement in net income was primarily driven by:
●
A non-cash, market-driven fair value gain on digital assets;
●
Staking income; and
●
Interest income.
These
were partially offset by higher interest expense, warrant liability remeasurement loss and normal-course operating expenses.
Other
Income and Expenses
Other
income and expenses for the quarter included:
●
Interest income of $155,480;
●
Foreign exchange gain of $186,281;
●
Loss on change in fair value of warrant liabilities of $52,018;
●
Gain on derivative liabilities of $26,812; and
●
Staking income of $399,134, recognized separately from revenue.
Earnings
Per Share
For
the three months ended May 31, 2026, the Company reported basic and diluted earnings per share of approximately $0.99, compared to basic and diluted
loss per share of $0.93 for the same period in the prior year.
For
the nine months ended May 31, 2026, the Company reported basic and diluted loss per share of approximately $0.09. The basic weighted-average number of common shares outstanding for the nine months ended May 31, 2026 was approximately
14.5 million. Because the Company reported a net loss for the nine-month period, all potentially dilutive securities were excluded
from diluted loss per share because their inclusion would have been anti-dilutive. Accordingly, the diluted weighted-average number of
common shares outstanding was the same as the basic weighted-average number of common shares outstanding.
Warrants,
stock options and restricted share units were excluded from diluted loss per share for the nine-month period because their effect would have been
anti-dilutive.
46
Critical
Accounting Policies and Significant Judgments and Estimates
This
management’s discussion and analysis of the financial condition and results of operations is based on our financial statements,
which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of Revenue and expenses during the reported period. Per U.S. GAAP, we base our estimates
on historical experience and various other assumptions we believe to be reasonable under the circumstances. Actual results may differ
from these estimates if conditions differ from our assumptions. While our significant accounting policies are more fully described in
Note 2 in the “Notes to Financial Statements,” we believe the following accounting policies are critical to making effective
judgments and estimates in preparing our financial statements.
Revenue
Recognition
The
Company has adopted ASC 606, Revenue from Contracts with Customers, which provides a single comprehensive model for revenue recognition.
The core principle of the standard is that Revenue should be recognized when goods or services are transferred to customers at an amount
that was driven by the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard
introduced a new contract- based revenue recognition model with a measurement approach that is based on an allocation of the transaction
price. It establishes a five-step model to account for revenue arising from contracts with customers. Under this standard, Revenue is
recognized at an amount that was driven by the consideration to which an entity expects to be entitled in exchange for transferring goods
or services to a customer. 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. Additionally, the standard specifies the accounting for
incremental costs of obtaining a contract and the costs directly related to fulfilling a contract.
When
the Company transfers goods or services to a customer, Revenue is recognized at an amount that was driven by the consideration expected
to be received.
The
Company operates an online platform, that enables brokers and agents to efficiently close deals.
The
Company’s subsidiary, Pineapple Insurance Inc., generates Revenue by charging premiums for insurance policies and services. Pineapple
Insurance is affiliated with a major insurance company, from which it earns commissions for providing services, primarily mortgage insurance.
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.
Basis
of presentation, functional and presentation currency
The
Company’s headquarters is in Ontario, Canada, and the functional currency is in Canadian Dollars (CAD) with the presentation currency
being US Dollars (USD). The Company’s subsidiaries have a functional currency of CAD and presentation currency of USD which have
been applied consistently.
There
will be a foreign currency translation undertaken to report under US GAAP which will be the basis of presentation.
47
Foreign
Currency Transactions and Translation
The
Company presents its consolidated financial statements in U.S. dollars (“USD”), which is the Company’s reporting currency.
The functional currency of the Company’s Canadian mortgage brokerage and insurance operations is the Canadian dollar (“CAD”),
as those operations primarily generate revenues and incur expenses in CAD and operate in the Canadian mortgage market. The functional
currency of the Company’s digital asset treasury activities, including activities related to Injective tokens, is USD, as those
activities are primarily managed, financed, measured and monitored in USD.
Transactions
denominated in a currency other than the applicable functional currency are remeasured into the applicable functional currency at the
exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in a currency other than the applicable
functional currency 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 and comprehensive loss.
For
consolidated reporting, assets and liabilities of CAD functional currency operations are translated into USD at exchange rates in effect
at the balance sheet date. Revenues and expenses of CAD functional currency operations are translated into USD using average exchange
rates for the applicable period. Equity transactions are translated at historical exchange rates. Resulting translation adjustments are
recorded within accumulated other comprehensive income or loss as foreign currency translation adjustments.
USD
functional currency digital asset treasury activities are measured and reported directly in USD. Accordingly, those activities do not
generate foreign currency translation adjustments from translation into the Company’s USD reporting currency, although transactions
or balances denominated in currencies other than USD are remeasured through earnings.
Lease
Accounting
The
relevant criteria applicable is ASC 842. We assess at contract inception whether a contract is, or contains, a lease. That is, if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We apply a single
recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. We recognize lease
liabilities to make lease payments and right-of- use assets representing the right to use the underlying assets.
At
the commencement date of the lease, we recognize lease liabilities measured at the present value of lease payments to be made over the
lease term. Lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable
lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Lease payments also
include the exercise price of a purchase option reasonably certain to be exercised by us and payments of penalties for terminating the
lease, if the lease term reflects us exercising the option to terminate. Variable lease payments that do not depend on an index or a
rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs. In calculating the present
value of lease payments, we use our incremental borrowing rate at the lease commencement date because the interest rate implicit in the
lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion
of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is
a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change
in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
We
recognize right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use
assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.
The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments
made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis
over the shorter of the lease term and the estimated useful lives of the assets.
Investments
We
invested in a commercial mortgage firm, MCommercial, based in Montreal and Toronto, Canada representing 5% of the total issued and outstanding
shares. This strategic partnership allows Pineapple residential mortgage agents to have access to a leading commercial mortgage firm
and experts, which will expand their product offerings, service levels and corporate Revenue through increased transactions.
The
Company entered into a share purchase agreement with 9142-2964 Quebec Inc. pursuant to which the Company acquired five Class A Shares
of 7326904 Canada Inc. (dba as Mortgage Alliance Corporation) (“Alliance”), representing 5% of the total issued and outstanding
shares of Alliance. Alliance is a mortgage brokerage firm based in Ontario, Canada with locations in Calgary, Vancouver and Halifax.
The investments are measured at fair value, with changes in fair value or impairment losses, if any, recognized in
the condensed consolidated statements of operations and comprehensive loss.
Digital Assets and Digital Asset Treasury Strategy
During
fiscal 2026, the Company expanded its business activities to include a Digital Asset Treasury strategy, which is reported as part of
its Crypto Asset Operations segment. The strategy includes the acquisition, custody, financing, staking, treasury management and investment
of digital assets, primarily Injective (“INJ”) tokens. These activities are managed separately from the Company’s mortgage
brokerage operations and are subject to internal treasury, custody, liquidity, counterparty risk management, accounting and compliance
policies.
As
of May 31, 2026, the Company held 7,561,000 INJ tokens, with an aggregate carrying value of $49.4 million, compared to no digital assets
as of August 31, 2025. During the nine months ended May 31, 2026, the Company acquired digital assets through financing arrangements,
staking rewards and equity issuance transactions. The Company recognized a net unrealized fair value gain of $2.81 million on its digital assets for the nine months ended May 31, 2026, reflecting changes in quoted market prices during the period. The Company also recognized
staking income of $620,849 for the nine months ended May 31, 2026 and $399,134 for the three months ended May 31, 2026.
The
Company measures its digital assets at fair value in accordance with U.S. GAAP, with changes in fair value recognized in earnings. As
a result, the Company’s results of operations may experience significant period-to-period volatility due to changes in digital
asset market prices. Fair value gains and losses are non-cash in nature unless and until the related digital assets are sold, exchanged,
transferred or otherwise monetized. Staking income is recognized separately from revenue from contracts with customers and is not included
in mortgage-related revenue.
The
Company’s digital asset treasury activities are subject to significant risks, including volatility in digital asset prices, liquidity
risk, custody and counterparty risk, regulatory uncertainty, collateral and financing risks, cybersecurity risks, staking protocol risks,
and the risk that digital assets may decline materially in value. Management continues to monitor these risks and the impact of digital
asset market conditions on the Company’s financial condition, results of operations, liquidity and capital resources.
48
Item
3. Quantitative and Qualitative Disclosures about Market Risk
As
a smaller reporting company, this disclosure is not required.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Management,
with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated 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, as amended, as of May 31, 2026.
Disclosure
controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in reports
filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Based
on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and
procedures were not effective as of May 31, 2026 due to the material weakness in internal control over financial reporting described
below.
Management
has identified a material weakness in the Company’s internal control over financial reporting related to insufficient segregation
of duties within the finance function, primarily due to a limited number of personnel responsible for financial reporting, accounting,
review and disclosure functions. This limitation affects the Company’s ability to consistently maintain an appropriate level of
independent review over complex accounting areas, including, among others, share-based compensation, warrant liability valuation, derivative
instruments, digital asset transactions, staking income, crypto asset custody reconciliations, restricted cash and financing arrangements,
and related financial statement disclosures.
During
the nine months ended May 31, 2026, the Company expanded its activities to include a Digital Asset Treasury strategy involving digital assets. As part of management’s evaluation of disclosure controls and procedures, management considered controls over the existence,
custody and valuation of digital assets, wallet and custodian reconciliations, authorization of digital asset transactions, recognition
of staking income, assessment of the principal market and fair value pricing inputs, restricted cash and collateral arrangements, and
completeness and accuracy of related disclosures. Management continues to enhance its control environment in these areas; however, due
to the limited number of finance personnel and the resulting segregation of duties limitation described above, the material weakness
remained unremediated as of May 31, 2026.
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is
a reasonable possibility that a material misstatement of the Company’s financial statements will not be prevented or detected on
a timely basis.
Notwithstanding
the material weakness described above, management believes that the condensed interim consolidated financial statements included in this
Quarterly Report fairly present, in all material respects, the Company’s financial position, results of operations and cash flows
in accordance with U.S. GAAP.
Remediation
Plan
Management
is committed to improving the Company’s internal control over financial reporting. Subject to available resources, management intends
to continue enhancing the Company’s control environment by implementing additional review procedures, improving documentation of
complex accounting estimates and judgments, enhancing reconciliations and review controls over digital asset activities, and evaluating
the need for additional finance, accounting, valuation or compliance resources. The material weakness will not be considered remediated
until the applicable controls have been designed, implemented and operated effectively for a sufficient period of time.
Changes
in Internal Control over Financial Reporting
Other
than the ongoing enhancements described above, there were no changes in the Company’s internal control over financial reporting
during the quarter ended May 31, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
49
PART
II. OTHER INFORMATION
Item
1 Legal Proceedings.
The
Company is involved in the legal proceeding described under Note 15 - Commitments and Contingencies to the unaudited condensed interim
consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. The disclosure contained in Note
15 is incorporated herein by reference.
Except
as described therein, the Company is not currently a party to any material pending legal proceedings, other than ordinary-course matters
that management does not expect, individually or in the aggregate, to have a material adverse effect on the Company’s financial
condition, results of operations or cash flows.
Item
1A Risk Factors.
The
following risk factors reflect material changes to, and should be read together with, the risk factors previously disclosed in Part I,
Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025. The risks described below are not
the only risks facing the Company. Additional risks and uncertainties that are not presently known to the Company, or that the Company
currently considers immaterial, may also materially adversely affect its business, financial condition, results of operations, liquidity,
cash flows and the market price of its common shares.
The
Company commenced its Digital Asset Treasury strategy during fiscal 2026. Because this represents a material change to the Company’s
business, capital structure and risk profile, the related risks should be disclosed as updates to the risks included in the prior Form
10-K. Form 10-Q requires disclosure of material changes to previously disclosed risk factors, while Item 105 of Regulation S-K calls
for material, company-specific risks organized under relevant headings and an explanation of how each risk affects the registrant or
its securities.
Risks
Related to Our Digital Asset Treasury Strategy
Our
substantial concentration in INJ exposes us to significant price volatility and could materially adversely affect our financial condition,
results of operations and liquidity.
Our
digital asset holdings are substantially concentrated in Injective tokens (“INJ”). As of May 31, 2026, we recognized 7,561,000
INJ tokens with a fair value of approximately $49.4 million. Accordingly, our financial condition, results of operations and shareholders’
equity are materially exposed to changes in the market price of a single digital asset.
Digital
asset prices, including the price of INJ, have historically experienced significant volatility and may decline rapidly for reasons that
may be difficult to predict, including changes in market sentiment, trading activity, token supply, protocol use, staking economics,
regulatory developments, technological developments, cybersecurity incidents, macroeconomic conditions, actions by large token holders
and developments affecting the Injective ecosystem.
Because
our INJ holdings are measured at fair value, changes in the market price of INJ are recognized in earnings each reporting period. As
a result, even when we do not sell any INJ, a decline in its market price could produce significant non-cash losses, reduce our assets
and shareholders’ equity, adversely affect our ability to comply with collateral requirements and increase the risk that we will
be required to provide additional collateral, repay borrowings or liquidate digital assets at unfavorable prices. Conversely, reported
fair value gains may not represent realized cash proceeds or liquidity available to fund our operations.
We
have not established a diversified portfolio of digital assets that would materially mitigate our exposure to INJ. A material or sustained
decline in the price or utility of INJ could therefore have a disproportionate adverse effect on our business, financial condition, results
of operations, liquidity and the market price of our common shares.
We
may be unable to liquidate our INJ holdings at quoted market prices or in the amounts and within the time periods required to meet our
obligations.
Although
INJ is traded on digital asset markets, the liquidity, trading volume and market depth for INJ may vary significantly over time and across
trading venues. The quoted market price used to measure our INJ holdings may not represent the price at which we could sell a significant
quantity of INJ, particularly during periods of market stress, reduced trading activity or rapid price declines.
An
attempt to sell a material portion of our holdings could adversely affect the market price of INJ, result in significant price slippage,
incur substantial transaction costs or take longer than anticipated. Our ability to liquidate INJ may also be limited by custody procedures,
collateral restrictions, staking arrangements, withdrawal delays, exchange limitations, blockchain congestion, regulatory restrictions
or counterparty requirements.
If
we are required to monetize INJ to meet operating expenses, debt maturities, collateral calls or other obligations, we may be unable
to do so on acceptable terms or within the required time. This could materially adversely affect our liquidity, require us to seek additional
financing on unfavorable terms or cause a default under our financing arrangements.
The
custody of our digital assets exposes us to risks of loss, theft, cyberattack, unauthorized transactions and loss of access.
Our
digital assets are maintained through institutional custody arrangements and digital wallets. Digital asset custody presents risks that
differ from the custody of traditional financial assets, including risks associated with private keys, wallet credentials, transaction
authorization, blockchain settlement, cybersecurity, operational controls and the technological infrastructure of custodians and service
providers.
Our
digital assets could be lost, stolen, misappropriated, transferred without authorization or rendered inaccessible as a result of cyberattacks,
phishing, malware, compromised credentials, private-key loss, employee or service-provider misconduct, inadequate segregation of duties,
software vulnerabilities, protocol failures or failures in our or a custodian’s operational controls.
50
Transactions
on a blockchain may be irreversible. If INJ is transferred to an incorrect address, obtained through unauthorized access or otherwise
lost, we may have no effective means of recovering the assets. Insurance maintained by us or our custodians, if any, may not cover all
types of losses, may be subject to exclusions and limits, and may not be sufficient to compensate us fully.
Any
loss of or inability to access our digital assets could materially reduce our assets, impair our ability to meet financing and collateral
obligations and materially adversely affect our business, financial condition, results of operations, liquidity and reputation.
The
failure, insolvency or misconduct of a custodian, lender, trading venue, asset manager or other digital asset counterparty could result
in the loss of assets or restrict our access to liquidity.
We
use a limited number of institutional counterparties in connection with digital asset custody, financing, trading, staking, treasury
placement and collateral arrangements. These counterparties may hold our cash, stablecoins, INJ or other assets, execute transactions
on our behalf, maintain collateral accounts or provide financing and related services.
A
counterparty could experience insolvency, bankruptcy, liquidity constraints, cybersecurity incidents, fraud, operational failures, regulatory
enforcement, suspension of withdrawals or other events that impair its ability to return our assets or satisfy its obligations. The legal
status of assets held through a digital asset custodian or trading counterparty may be uncertain in an insolvency proceeding, and such
assets may be treated as part of the counterparty’s bankruptcy estate rather than as assets held solely for our benefit.
Our
contractual rights, security interests and legal remedies may be limited, delayed or difficult to enforce, particularly where a counterparty,
custodian, wallet or relevant asset is located in a different jurisdiction. Any material counterparty failure could result in losses,
delayed access to assets, inability to satisfy collateral or operating requirements and material adverse effects on our business, financial
condition, results of operations and liquidity.
Staking
our digital assets exposes us to lock-up, validator, slashing, protocol, liquidity and income-recognition risks.
We
stake certain INJ holdings to generate staking rewards. Staking may require tokens to be delegated, committed or subject to unbonding
or withdrawal periods during which they cannot be immediately transferred or sold. As a result, staked tokens may not be available when
needed to satisfy operating requirements, collateral calls, debt obligations or other liquidity needs.
Staking
rewards depend on factors outside our control, including protocol rules, validator performance, token inflation, participation rates,
network activity and changes made by the Injective protocol or its governance participants. Staking yields may decline, rewards may be
delayed or suspended, and the value of rewards may decline before they can be monetized.
Our
staked assets may also be subject to slashing, penalties or loss if a validator fails to perform required functions, engages in prohibited
conduct, experiences technical failures or is compromised. Even where staking is conducted through a third-party validator, we may bear
some or all of the economic loss.
Changes
in protocol design, network security, tax treatment, accounting requirements or regulatory treatment could reduce or eliminate the anticipated
benefits of staking. Any such development could reduce staking income, result in losses of digital assets or restrict access to our tokens
and could materially adversely affect our business, financial condition, results of operations and liquidity.
Our
secured financing arrangements expose us to collateral calls, forced liquidation and loss of digital assets.
We
have entered into secured financing arrangements in connection with our Digital Asset Treasury strategy, including arrangements with
FalconX. These arrangements contain collateral maintenance requirements that may be affected by changes in the value of INJ, stablecoins
or other collateral, as well as changes in applicable advance rates, valuation methodologies, eligibility criteria and contractual terms.
A
decline in the value of collateral or an increase in required collateral levels could require us to deposit additional cash, stablecoins,
INJ or other eligible assets on short notice. We may not have sufficient unrestricted liquidity or eligible collateral to satisfy such
requirements. Failure to satisfy a collateral call or other financing obligation could constitute an event of default and permit the
lender to seize, liquidate or otherwise enforce against pledged assets.
Forced
liquidation could occur during a period of significant market volatility or depressed INJ prices, resulting in losses substantially greater
than those that would have occurred through an orderly sale. Liquidation of collateral could also reduce our ability to participate in
a subsequent market recovery and could adversely affect the market price of INJ.
The
enforcement of security interests, guarantees or other creditor remedies could materially reduce our digital asset holdings and liquidity
and materially adversely affect our business, financial condition, results of operations and ability to continue as a going concern.
Our
use of leverage increases our exposure to market losses, interest expense, refinancing risk and debt maturity obligations.
As
of May 31, 2026, we reported loans payable of approximately $21.4 million. Our borrowings increase our fixed obligations and expose us
to interest expense, collateral requirements, repayment obligations, refinancing risk and potential events of default.
Leverage
magnifies the effect of declines in the value of our digital assets. If the value of INJ declines while the principal amount of our debt
remains fixed, our net asset value, liquidity and ability to repay the debt could deteriorate rapidly. Income from staking or other treasury
activities may not be sufficient to cover interest expense, operating expenses and principal repayments.
We
may be required to repay or refinance our debt under unfavorable market conditions. Additional financing may not be available when required
or may be available only on terms that involve higher interest rates, additional collateral, restrictive covenants or substantial dilution
to existing shareholders. If we cannot repay, refinance or otherwise satisfy our debt obligations, we may be required to sell assets
at unfavorable prices, curtail operations or face enforcement by creditors.
51
Our
derivative and option transactions may result in significant losses, collateral requirements and valuation uncertainty.
We
have entered into derivative transactions relating to digital assets, including purchased puts, written calls and written put options.
These instruments expose us to market, liquidity, counterparty, collateral, settlement and valuation risks.
Written
call options may limit our participation in increases in the value of the underlying digital assets, while written put options may require
us to acquire digital assets at prices above their market value or make cash payments under unfavorable market conditions. The combination
of derivative positions may not provide the expected economic protection, particularly where market movements, volatility, liquidity
or correlations differ from the assumptions used when the transactions were entered into.
Certain
derivative values may depend on models and assumptions involving volatility, interest rates, remaining term, market liquidity and other
inputs. Actual settlement values may differ materially from recorded fair values. Derivative transactions may also require additional
collateral and could contribute to liquidity pressure or cross-default risk under related financing arrangements.
Losses
or liquidity requirements arising from our derivative transactions could be material and could adversely affect our financial condition,
results of operations, cash flows and ability to satisfy other obligations.
Our
fair value measurements depend on our determination of a principal market and may not reflect realizable values.
We
measure our recognized INJ holdings at fair value using quoted prices in the principal market that is accessible to us. We have identified
Coinbase as our principal market for INJ as of May 31, 2026. This determination requires judgment regarding market accessibility, volume
and level of activity.
Prices
for INJ may differ among trading venues because of differences in liquidity, trading volume, market participants, geographic access,
transaction costs, withdrawal restrictions and market disruption. The price used for financial reporting may therefore differ from prices
available on other platforms or from the net amount we could realize through an actual sale.
Our
principal market may change, cease supporting INJ, restrict our access, experience an outage or become less active. If observable market
activity declines, we may be required to use different valuation inputs or methodologies that involve greater judgment and valuation
uncertainty. Changes in the principal market or pricing methodology could result in material changes in recorded fair value and earnings.
Digital
asset laws and regulations are evolving and could restrict or adversely affect our treasury activities.
The
legal and regulatory treatment of digital assets, staking, digital asset custody, derivatives, stablecoins, lending and related activities
continues to evolve in the United States, Canada and other jurisdictions. Regulatory authorities or courts may adopt differing or changing
interpretations regarding whether a digital asset, transaction or service is subject to securities, commodities, banking, money-transmission,
derivatives, tax, sanctions, anti-money-laundering, consumer-protection or other laws.
INJ
or activities involving INJ could become subject to new or additional regulation, registration, licensing, reporting, custody, trading
or transfer restrictions. Digital asset exchanges, custodians, lenders, validators and other counterparties on which we rely could also
become subject to enforcement actions, operating restrictions or requirements that limit the services available to us.
New
laws, regulations, interpretations or enforcement actions could increase compliance costs, restrict our ability to acquire, hold, stake,
finance, transfer or liquidate INJ, reduce the liquidity or market value of INJ, require changes to our business strategy or expose us
to fines, penalties, litigation or reputational damage. The SEC has historically emphasized disclosure of material regulatory, counterparty,
custody, liquidity and market risks arising from crypto-asset activities, although its 2022 crypto-market sample letter was withdrawn
in May 2025. The obligation to disclose material, company-specific risks under Item 105 and Form 10-Q nevertheless remains.
Unidentified
or potentially returnable tokens could result in claims, liabilities, accounting adjustments and weaknesses in our wallet-reconciliation
controls.
As
of May 31, 2026, we observed 295,436 additional INJ tokens in certain wallets, with an estimated fair value of approximately $1.9 million,
for which management had not confirmed the source, ownership or right to retain the tokens. These tokens were excluded from recognized
Company-owned digital assets and related income pending completion of management’s assessment.
The
tokens may belong to a lender, custodian, counterparty, staking participant or another third party and may be subject to return, transfer
or other settlement. We may receive claims from one or more parties, and the ultimate resolution may require us to transfer the tokens,
recognize a liability, incur legal or professional costs, modify previously reported accounting or strengthen our custody and wallet-reconciliation
controls.
If
management later determines that the tokens should have been recognized, returned or otherwise accounted for differently, we may be required
to record an adjustment or, depending on materiality and the circumstances, revise or restate previously issued financial statements.
The presence of unidentified tokens also indicates risks relating to completeness, ownership verification, wallet reconciliation, transaction
authorization and segregation of duties in our digital asset activities.
We
cannot assure investors when the ownership and nature of these tokens will be resolved or that the resolution will not materially adversely
affect our financial statements, internal control over financial reporting, reputation or relationships with counterparties.
52
Risks
Related to Related-Party and Counterparty Arrangements
Certain
financing, collateral and treasury arrangements involve significant shareholders or related parties, which may create actual or perceived
conflicts of interest.
The
Injective Foundation became a significant shareholder following the completion of the Company’s private placement and has provided
support in connection with certain financing and collateral arrangements. The Company has also entered into treasury placement, financing
or related arrangements involving entities that may be affiliated with shareholders, advisors, directors or other related parties.
Related-party
transactions may create actual or perceived conflicts between the interests of the related party and the interests of the Company and
its other shareholders. A related party may have interests relating to financing terms, collateral, repayment, strategic decisions, token
prices or other matters that differ from the interests of the Company or its unaffiliated shareholders.
Although
the Company has established governance and approval procedures for related-party transactions, these procedures may not eliminate all
conflicts or ensure that the terms obtained are as favorable as those that could have been obtained from an unrelated third party. Any
failure to identify, disclose, review or appropriately approve a related-party transaction could result in financial loss, regulatory
scrutiny, litigation, reputational harm or deficiencies in internal control over financial reporting.
If
a related-party guarantee, collateral arrangement or other form of support is withdrawn, reduced, challenged or found to be unenforceable,
the Company may be required to provide replacement collateral, repay financing or obtain alternative financing on unfavorable terms.
Risks
Related to Our Capital Structure
Future
issuances under equity-linked financing arrangements may result in substantial dilution and downward pressure on the market price of
our common shares.
We
have issued, and may continue to issue, common shares, warrants, pre-funded warrants, restricted share units, stock options or other
equity-linked securities in connection with private placements, equity lines of credit, debt repayment, acquisitions, compensation arrangements
and other financing transactions.
The
issuance of additional common shares or securities convertible into or exercisable for common shares will dilute the ownership and voting
interests of existing shareholders and may reduce earnings or book value per share. The degree of dilution may be significant, particularly
if a financing permits shares to be issued based on market prices prevailing at the time of each issuance or if warrants and other convertible
instruments become exercisable.
Sales
or potential sales of a substantial number of common shares, or the perception that such sales may occur, could place downward pressure
on the market price of our common shares. A decline in our share price could increase the number of shares required to raise a given
amount of capital, resulting in further dilution.
Certain
financing arrangements may also contain limitations based on trading volume, exchange rules, shareholder-approval requirements, registration-statement
effectiveness or other conditions. We may therefore be unable to access the anticipated amount of financing when required. If equity
financing is unavailable or insufficient, we may be required to use additional debt, sell digital assets or reduce operating expenditures.
Closing
paragraph for Item 1A
Except
as described above, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s
Annual Report on Form 10-K for the fiscal year ended August 31, 2025.
Item
2 Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Purchases of Equity Securities
During
the nine months ended February 28, 2026, the Company issued common shares and warrants in connection with a private placement transaction
pursuant to a Securities Purchase Agreement dated September 1, 2025.
Upon
satisfaction of the escrow release conditions and effectiveness of the registration statement, the subscription receipts were exchanged
into equity securities on January 6, 2026.
The
Company issued:
●
5,776,304
common shares for aggregate gross cash proceeds of $21,949,955;
●
18,866,396
common shares in exchange for digital assets with a fair value of $31,323,740 at the date of issuance; and
●
1,039,346
warrants exercisable at $3.80 per share with a contractual term of five years.
In
addition, during the period:
●
5,010
warrants were exercised, resulting in the issuance of 5,010 common shares, including:
●
5,000
warrants exercised at an exercise price of $3.00; and
●
10
warrants exercised at an exercise price of $3.80.
The
securities described above were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act
and Rule 506(b) of Regulation D, as transactions not involving a public offering. The investors were accredited investors, and no general
solicitation was conducted.
Issuer
Purchases of Equity Securities
The
following table provides information regarding purchases of the Company’s common shares during the three months ended May 31, 2026:
Period
Total number of common shares purchased
Average price paid per common share
Total number of common shares purchased as part of publicly announced plans or programs
Approximate dollar value of common shares that may yet be purchased under the plans or programs
March 1–31, 2026
-
$ -
-
$ 15,000,000
April 1–30, 2026
209,292
$ 1.1691
209,292
$ 14,755,326
May 1–31, 2026
345,289
$ 1.1615
345,289
$ 14,354,272
Total
554,581
$ 1.1644
554,581
$ 14,354,272
Company
announced that its Board of Directors had authorized a share repurchase program permitting the Company to repurchase common shares having
an aggregate purchase price of up to $15.0 million. The program expires on December 31, 2026. Repurchases may be made from time to time
through open-market transactions or other legally permissible means, subject to market conditions, applicable securities laws, liquidity
requirements and other relevant factors. The program does not obligate the Company to repurchase any particular number of common shares
and may be suspended, modified or discontinued at any time. All 554,581 common shares purchased during the quarter were acquired in open-market
transactions under the publicly announced program and were subsequently cancelled.
53
Item
3 Defaults Upon Senior Securities.
None.
Item
4 Mine Safety Disclosures.
Not
applicable.
Item
5 Other Information.
None.
Item
6. EXHIBITS
Exhibit
No.
Description
31.1
*
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
31.2
*
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
32.1
*
Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
*
Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
*
Inline
XBRL Instance Document.
101.SCH*
*
Inline
XBRL Taxonomy Extension Schema Document.
101.CAL*
*
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
*
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
*
Inline
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
*
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.
104
The
cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2026, formatted in Inline XBRL
(included in Exhibit 101).
*
Filed
herewith.
54
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
PINEAPPLE
FINANCIAL INC.
Date:
July 20, 2026
By:
/s/
Shubha Dasgupta
Shubha
Dasgupta
Chief
Executive Officer
Date:
July 20, 2026
By:
/s/
Sarfraz Habib
Sarfraz
Habib
Chief
Financial Officer
55
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.