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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest reported): June 10, 2024
PINEAPPLE
EXPRESS CANNABIS COMPANY
(Exact
name of registrant as specified in its charter)
| Nevada |
|
333-223963 |
|
36-4864568 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
Number) |
1230
Wilshire Blvd Suite 302
Los
Angeles, CA
90025
(Address
of principal executive offices)
(888)
245-5703
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2.)
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
June 11, 2024, Pineapple Express Cannabis Company (the “Company”) announced that its wholly owned subsidiary, Ananas Growth
Ventures (“AGV”), had entered into a Revenue Sharing Agreement and Promissory Note (the “Agreement”)
with the Company and Pineapple Consolidated, Inc. (“PCI”) to receive fifty percent (50%) of its
management fee revenue related to multiple legal cannabis retail operations in Los Angeles, in exchange for a $5 million-dollar promissory
note. The Agreement involves operational and to be operational retail dispensaries in Hollywood, Venice Blvd., Van Nuys, Echo Park,
Ventura Blvd, Northridge, and the Beverly Grove area of Los Angeles, California. The Agreement calls for the Company to directly receive
half of the management fees collected by Pineapple Consolidated, Inc., which currently amounts to ten percent (10%) of retail sales collected per location
resulting in five percent (5%) of all retail sales to be received by the Company and AGV. In exchange, AGV will issue a $5 million-dollar promissory
note to PCI, bearing one percent (1%) interest per year, and payable at the Company’s and AGV’s discretion with a maturity
date of April 20, 2029.
Mr.
Matthew Feinstein, who currently serves as Director, President, Chief Executive Officer and Treasurer of the Company, also currently
serves as Director at PCI. Accordingly, the Agreement constitutes a related party transaction for the Company pursuant to Item 404 of
Regulation S-K.
The
description of the Agreement set forth in this Item 1.01 is qualified in its entirety to the full text of the Agreement, which is attached
hereto as Exhibit 10.1 and incorporated herein by reference. A
copy of the press release associated with the entry into the Agreement is attached as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Pineapple
Express Cannabis Company |
| |
|
|
| Dated:
June 11, 2024 |
By: |
/s/
Matthew Feinstein |
| |
Name: |
Matthew Feinstein |
| |
Title: |
President,
CEO and Treasurer |
Exhibit
10.1
REVENUE
SHARING AGREEMENT AND PROMISSORY NOTE
This
REVENUE SHARING AGREEMENT AND PROMISSORY NOTE (“Agreement”) is effective April 20, 2024 and signed and ratified this 10th
day of June 2024, by and between Ananas Growth Ventures, a California corporation whose address is 12301 Wilshire Blvd #302, Los
Angeles, CA 90025 (“AGV”), Pineapple Express Cannabis Company, a Nevada corporation whose address is 12301 Wilshire Blvd
#302, Los Angeles, CA 90025 (the “Company”, and together with AGV, the “Lenders”), and Pineapple Consolidated
Inc., a California corporation whose address is 12301 Wilshire Blvd. Suite 302, Los Angeles, CA 90025 (“PCI”), and together with the Lenders, the “Parties”.
Recitals:
The
Lenders have agreed to pay an aggregate of Five Million U.S. Dollars ($5,000,000) to PCI within five (5) years of the effective date
of this Agreement in exchange for revenue generated at seven (7) retail dispensaries in Los Angeles, California.
The
Lenders will assume fifty percent (50%) of PCI’s management fee revenue related to multiple legal cannabis retail operations in
Los Angeles, California, in exchange for a Five Million U.S. Dollar ($5,000,000) promissory note.
The
revenue discussed herein relates to operational and to be operational retail dispensaries in Hollywood, Venice Blvd., Van Nuys, Echo
Park, Ventura Blvd, Northridge, and the Beverly Grove area of Los Angeles. The Lenders will directly receive half of the management fees
collected by PCI which currently amounts to ten percent (10%) of retail sales collected per location resulting in five percent (5%) of
all retail sales to be received by the Lenders. In exchange for such amounts, the Lenders will issue a $5 million-dollar promissory note
to PCI substantially in the form of the attached Exhibit A, bearing one percent (1%) interest per year, and payable at the Lenders’
discretion with a maturity date of April 20, 2029 (the “Note”).
Now,
therefore, in consideration of the mutual promises set forth herein, the Parties hereby agree as follows:
The
Lenders shall lend an aggregate of Five Million U.S. Dollars ($5,000,000) by means of a promissory note to PCI within five (5) years
of the effective date of this Agreement in exchange for revenue generated at seven (7) retail dispensaries in Los Angeles, California.
The
Lenders shall receive fifty percent (50%) of PCI’s management fee revenue related to multiple legal cannabis retail operations
in Los Angeles, California in exchange for a $5 million-dollar promissory note.
This
Agreement is effective as of April 20, 2024, but was ratified by the Company’s board of directors and signed on June 10, 2024.
The
revenue discussed herein relate to operational and to be operational retail dispensaries in Hollywood, Venice Blvd., Van Nuys, Echo Park,
Ventura Blvd, Northridge, and the Beverly Grove area of Los Angeles. The Lenders shall directly receive half of the management fees collected
by PCI, which currently amounts to ten percent (10%) of retail sales collected per location resulting in five percent (5%) of all retail
sales to be received by the Lenders. In exchange for such amounts , the Lenders will issue the Note to PCI.
The
Lenders have inspected the seven (7) management agreements in question and have verified the validity of said agreements and the management
fees guaranteed within those agreements.
The
Lenders agree to pay all reasonable attorneys’ fees, costs of collection, costs, and expenses incurred by Holder in connection
with the enforcement or collection of this Agreement. Borrowers further agree to pay all costs of suit and the sum adjudged as attorneys’
fees in any action to enforce payment of this Agreement or any part of it.
The
Lenders shall make all payments called for under this Agreement to PCI in U.S. dollars via electronic check or via wire transfer as directed
by PCI.
Addressee
and address to which PCI is to deliver written notice of default:
Ananas
Growth Ventures C/O
Pineapple
Express Cannabis Co.
12301
Wilshire Blvd. #420
Los
Angeles, CA 90025
AGV
is to notify PCI of any address change within ten (10) business days of such change.
General
Provisions:
Entire
Agreement. This Agreement constitutes the entire Agreement and understanding between the Parties with regard to the subject matter
hereof. All prior agreements, representations and warranties, express or implied, oral or written, with respect to the subject matter
hereof, are superseded by this Agreement.
Governing Law and
Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving
effect to any choice of law or conflict of law provision. If there is a lawsuit, the Parties shall submit to the jurisdiction of the
courts of Los Angeles County, State of California. The terms of this Agreement shall be binding upon the Parties, and upon the
Parties’ heirs, personal representatives, successors and assigns, and shall inure to the benefit of the other Parties and
their respective successors and assigns. Any term of this Agreement may be amended, change, renewed, or extended but only if made
expressly in writing by the Parties.
Severability.
In the event, any provision of this Agreement is deemed to be void, invalid, or unenforceable, that provision shall be severed from the
remainder of this Agreement so as not to cause the invalidity or unenforceability of the remainder of this Agreement. All remaining provisions
of this Agreement shall then continue in full force and effect. If any provision shall be deemed invalid due to its scope or breadth,
such provision shall be deemed valid to the extent of the scope and breadth permitted by law.
Modification.
This Agreement may be amended, modified, superseded, or voided only upon the written and signed agreement of the Parties. Further,
the physical destruction or loss of this document shall not be construed as a modification or termination of the Agreement contained
herein.
Counterparts.
The Parties agree that this Agreement and any other documents to be delivered in connection herewith may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Authority
to Execute. The individual whose signature appears below represents and warrants that he has full legal and financial authority to
execute the Agreement on behalf of the Lenders or PCI, as the case may be.
Delivery
of Signatures. The Parties agree to accept signatures delivered via faxing, scanning and mailed electronically, or a signature saved
in a .pdf or .jpeg format inserted and saved to the signature page shall be recognized the same as handwritten ink signatures for the
purposes of validity, enforceability, and admissibility.
IN
WITNESS WHEREOF, this Agreement is hereby executed by duly authorized representatives of the Parties and by their signature acknowledge
acceptance and agreement of the foregoing as written, as of the dates below.
| PINEAPPLE
EXPRESS CANNABIS CO |
|
PINEAPPLE
CONSOLIDATED, INC. |
| Lender |
|
PCI |
| |
|
|
| /s/ Matthew Feinstein |
|
/s/ Shawn Credle |
| Matthew Feinstein |
|
Shawn Credle |
| CEO |
|
CEO |
| |
|
|
| ANANAS
GROWTH VENTURES |
|
|
| Lender |
|
|
| |
|
|
| /s/ Matthew Feinstein |
|
|
| Matthew Feinstein |
|
|
|
CEO |
|
|
EXHIBIT
A
PROMISSORY
NOTE
| $5,000,000.00
|
April
20, 2024 |
As
stated in this note, for value received of $50,000.00, Ananas Growth Ventures, a wholly owned subsidiary of Pineapple Express
Cannabis Company (“Maker”), promises to pay to Pineapple Consolidated, Inc. (“Holder”), the sum of Five
Million U.S. Dollars ($5,000,000.00), with interest to be added to the balance owing at 1% per annum, and payable in lawful money of
the United States of America.
Interest
and principal shall be due and payable on April 20, 2029.
The
Maker of this note and every person who assumes the obligations of this note, agrees to pay the following costs, expenses, and attorney’s
fees paid or incurred by the holder of this note, or adjudged by a Court: (1) reasonable costs of collection, costs and expenses, and
attorney’s fees paid or incurred in connection with the collection, enforcement or sale of this note or any part of it whether
or not suit is filed; (2) costs of suit and reasonable attorney’s fees in any action to enforce payment of this note or any part
of it; and (3) costs of suit and reasonable attorney’s fees in any other litigation or controversy in connection with this note.
This
note, and the rights and obligations of parties to it, shall be governed by and construed and interpreted in all respects in accordance
with the laws of the State of California. This note shall supersede all prior notes owed between the parties.
| |
By: |
/s/
Matthew Feinstein |
| |
|
Matthew
Feinstein – |
| |
|
Chief
Executive Officer |
| |
|
Ananas
Growth Ventures |
Exhibit
99.1
Pineapple
Express Cannabis Company Executes Substantial Revenue Generating Contract Regarding Multiple Cannabis Dispensaries
Company
signs contract to receive 5% of all sales at 7 retail dispensaries in Los Angeles
LOS
ANGELES, CA – June 11, 2024 – Pineapple Express Cannabis Company (OTC: PNXP) (the “Company” or “Pineapple
Express”), a publicly traded company, today announced that its wholly owned subsidiary, Ananas Growth Ventures (“AGV”),
has signed a revenue generating contract with Pineapple Consolidated, Inc. to receive 50% of its management fee revenue related
to multiple legal cannabis retail operations in Los Angeles, in exchange for a $5 million-dollar promissory note. The contract, which
has been in the works for weeks, is effective as of April 20, 2024, but was ratified by the board of directors of the
Company and signed on June 10, 2024.
The
deal involves operational and to be operational retail dispensaries in Hollywood, Venice Blvd., Van Nuys, Echo Park, Ventura Blvd, Northridge,
and the Beverly Grove area of Los Angeles. The contract calls for the Company to directly receive half of the management fees collected
by Pineapple Consolidated, Inc., which amounts to 10% of retail sales collected per location resulting in 5% of all retail sales going
to the Company. In exchange, Ananas Growth Ventures has issued a $5 million-dollar promissory note to Pineapple Consolidated,
Inc., bearing 1% interest per year, and payable at the Company’s and AGV’s discretion with a maturity date of
April 20, 2029.
“This
is a key moment in our maturation as a company. Having the ability to directly generate revenue while keeping our overhead nominal is
the key to operating a sustainable and profitable business, said CEO and Chairman, Matthew Feinstein. “This is all happening on
the heels of the imminent cannabis rescheduling which will put an end to cannabis prohibition in the United States, similar to what the
nation experienced during the 1930’s with alcohol. Nearly 100 years later and history is repeating itself, but this time with cannabis,”
Feinstein added.
About
Pineapple Express Cannabis Company
Pineapple
Express Cannabis Company is based in Los Angeles, California. The Company’s operating subsidiary, Ananas Growth Ventures, serves
as an incubator, helping early-stage ventures and startups in the cannabis sector through funding, mentoring, and training. The Company
is engaged in legal cannabis retail under the brand name of Pineapple Express though its 50% owned asset, Pineapple Consolidated Inc.
(pineappleconsolidated.com), which owns and manages retail cannabis ventures under the Pineapple Express name and via www.PineappleExpress.com. Pineapple
Consolidated seeks to become the leading portfolio management company in the U.S. cannabis industry. Pineapple Express is working to
rapidly increase its footprint throughout California and looking to scale into underdeveloped markets.
Forward-Looking
Statements:
All
statements other than statements of historical facts contained in this press release are “forward-looking statements,” which
may often, but not always, be identified by the use of such words as “expects”, “anticipates”, “intends”,
“estimates”, “plans”, “potential”, “possible”, “probable”, “believes”,
“seeks”, “may”, “might”, “will”, “will likely result”, “would”,
“should”, “could”, continue”, “target” or the negative of such terms or other similar expressions.
These statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements
to differ materially from those expressed or implied by such statements. These factors, risks and uncertainties can be found in the “Risk
Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as the same may
be updated from time to time in the Company’s filings with the Securities and Exchange Commission. The Company disclaims any obligation
or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein.
Company
Contact:
Matthew
Feinstein, CEO, President and Interim CFO
Pineapple
Express Cannabis Company
Office:
888-245-5703
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Pineapple Express Cannabis (PK) (USOTC:PNXP)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Pineapple Express Cannabis (PK) (USOTC:PNXP)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
