PNXP Pineapple Express Cannabis Company (PK)

 

 

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.

 

Exhibit No.		Description
10.1		Revenue Sharing Agreement and Promissory Note, by and between Ananas Growth Ventures, Pineapple Express Cannabis Company, and Pineapple Consolidated, Inc., dated as of June 10, 2024.
99.1		Press Release, dated June 11, 2024, of the Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 10^th 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

 

v3.24.1.1.u2

Cover	Jun. 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 10, 2024
Entity File Number	333-223963
Entity Registrant Name	PINEAPPLE EXPRESS CANNABIS COMPANY
Entity Central Index Key	0001710495
Entity Tax Identification Number	36-4864568
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1230 Wilshire Blvd Suite 302
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90025
City Area Code	(888)
Local Phone Number	245-5703
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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