UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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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 | |