M&A - PINEAPPLE EXPRESS CANNABIS Co
Form Type: 10-K
Filing Date: 2025-05-16
Corporate Action: Acquisition
Type: New
Accession Number: 000113902025000132
Filing Summary: Pineapple Express Cannabis Company filed its Form 10-K for the fiscal year ending January 31, 2025. The Company had significant operational changes, including divesting its entire 50% equity interest in Pineapple Consolidated Inc. (PCI) during January 2025, marking an exit from cannabis retail operations. Following this divestiture, on March 5, 2025, Pineapple Express acquired a majority voting interest in GROOVY Company, Inc., a firm specializing in blockchain-based solutions tailored for the cannabis industry, enhancing its focus on compliance technology and supply chain transparency. The report details the Company's strategic shift towards innovative technology solutions, reflects on the cannabis regulatory environment as of May 2025, and discusses broader market dynamics that could influence future operations. Furthermore, it clarifies that there has been no bankruptcy or similar proceedings against the Company and outlines ongoing compliance with governmental regulations applicable to its business.
Additional details:
Description Of Business: Pineapple Express Cannabis Company focuses on strategic investments and direct operations in the cannabis and consumer product industries.
Acquisition Details: Acquired a majority interest in GROOVY Company, Inc. on March 5, 2025.
Divestiture Details: Divested its 50% equity interest in PCI on January 30, 2025.
Market Value: As of July 31, 2024, the market value of common stock held by non-affiliates was approximately $0.
Outstanding Shares: As of May 15, 2025, the Company had 21,334,550 outstanding shares of common stock.
Form Type: 8-K
Filing Date: 2025-03-11
Corporate Action: Acquisition
Type: New
Accession Number: 000139390525000105
Filing Summary: On March 5, 2025, Pineapple Express Cannabis Company entered into a Share Exchange Agreement with GROOVY Company, Inc., resulting in Pineapple Express acquiring over 51% of GROOVY's voting rights. The transaction involved exchanging 5,000,000 shares of Pineapple Express common stock for 350,000,000 shares of GROOVY's Series A Preferred shares, effectively making GROOVY a subsidiary of Pineapple Express. The acquisition is aimed at enhancing Pineapple Express's capabilities in the cannabis industry through GROOVY's blockchain-based Platform as a Service (PaaS). The platform is designed to improve transparency and efficiency in the supply chain of cannabis products. Additionally, Pineapple Express has agreed to assume certain outstanding convertible debt of GROOVY. The completed acquisition was reported along with customary conditions for closing, such as obtaining necessary approvals and ensuring representations and warranties are accurate. On March 11, 2025, a press release discussing the strategic agreement will be issued.
Additional details:
Item 1: Share Exchange Agreement
Item 1 1: 350,000,000
Item 1 2: 5,000,000
Item 2 1: 51%
Item 2 2: Convertible debt assumptions
Form Type: 8-K
Filing Date: 2025-02-07
Corporate Action: Acquisition
Type: New
Accession Number: 000149315225005323
Filing Summary: On January 31, 2025, Pineapple Express Cannabis Company entered into a stock purchase agreement with Matthew Feinstein to sell the remaining 25% of shares of Pineapple Consolidated, Inc. (PCI). The transaction involves a $3 million reduction of the promissory note previously due from PCI to the Company. This constitutes a related party transaction, as Mr. Feinstein serves in multiple roles at Pineapple Express Cannabis Company and is also a director at PCI. The full text of the Agreement is attached as Exhibit 10.1.
Additional details:
Date Of Report: 2025-01-31
Related Party Transaction: true
Stock Purchase Agreement Date: 2025-01-31
Shares Acquired Percentage: 25
Promissory Note Reduction: 3 million USD
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