UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 event reported): June 26, 2019

 

PINEAPPLE EXPRESS, INC.

(Exact name of registrant as specified in its charter)

 

Wyoming   000-55896   47-5185484
(State or other jurisdiction
of incorporation) 		 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

 

10351 Santa Monica Blvd., Suite 420

Los Angeles, California 90025

(Address of principal executive offices) (Zip Code)

 

(877) 730-7463

(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. below):

 

[  ] 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 CFR 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.

 

As previously disclosed on Form 8-K filed with the United States Securities and Exchange Commission on March 22, 2019, on March 19, 2019, Pineapple Express Inc., a Wyoming corporation (the “Company”), entered into a Share Exchange Agreement (the “Agreement”) with Pineapple Ventures, Inc., a California corporation (“PVI”), and the stockholders of PVI (the “PVI Stockholders”). Upon execution of the Agreement (the “Closing”), the Company acquired twenty thousand (20,000) shares of PVI’s outstanding capital stock (“PVI Shares”), equaling 20% of the outstanding shares of PVI. In consideration for the PVI Shares, the Company issued one million (1,000,000) shares of its Series A Preferred Stock, $0.0000001 par value per share (“Series A Preferred Stock”), to the PVI Stockholders.

 

Pursuant to the terms of the Agreement, upon the six-month anniversary of the Agreement (the “Second Closing”), and subject to the conditions to closing set forth in the Agreement, the Company was to acquire an additional sixty thousand (60,000) PVI Shares, equaling 60% of the outstanding shares of PVI, for a total of 80% of the outstanding shares of PVI, in consideration for an additional four million (4,000,000) shares of Series A Preferred Stock to be issued to the PVI Stockholders at the time of the Second Closing. The Series A Preferred Stock may, from time to time, be converted by the holder into shares of the Company’s Common Stock, par value $0.0000001 (the “Common Stock”) in an amount equal to ten (10) shares of Common Stock for each one (1) share of Series A Preferred Stock.

 

On June 26, 2019, the Company, PVI and the PVI Stockholders entered into Amendment No. 1 to the Agreement (“Amendment No. 1”) pursuant to which the parties agreed that on the Second Closing, and subject to the conditions set forth in this Agreement, the Shareholders shall deliver an additional Thirty Thousand (30,000) shares of Capital Stock to the Company, and in consideration and exchange for such capital stock, the Company shall issue and deliver an additional One Million (1,000,000) shares of Series A Preferred Stock to the PVI Stockholders.

 

On July 5, 2019, the Company, PVI and the PVI Stockholders, and their respective boards of directors waived the remaining conditions to closing as set forth in the Agreement and ratified and approved the Second Closing.

 

This Current Report on Form 8-K (this “Current Report”) does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. The foregoing description of Amendment No. 1 to the Agreement is a summary only, does not purport to set forth the complete terms of Amendment No. 1 to the Agreement and is qualified in its entirety by reference to Amendment No. 1 to the Agreement filed as Exhibit 2.1 to this Current Report and hereby incorporated by reference. The representations, warranties and covenants contained in Amendment No. 1 to the Agreement were made solely for purposes of such Agreement and as of specific dates, are solely for the benefit of the parties to Amendment No. 1 to the Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to Amendment No. 1 to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Moreover, information concerning the subject matter of the representations and warranties may change after the date of Amendment No. 1 to the Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures, except to the extent required by law.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 above is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On July 9, 2019, the Company issued a press release announcing Amendment No. 1 to the Agreement. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any other purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing unless specifically provided otherwise.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description
2.1   Amendment No. 1 to the Share Exchange Agreement, dated as of June 26, 2019 , among Pineapple Express, Inc., Pineapple Ventures, Inc. and the stockholders of Pineapple Ventures, Inc. (filed herewith).
99.1   Press release, dated July 9, 2019.

 

 
 

 

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, INC.
     
  By: /s/ Shawn Credle
  Name: Shawn Credle
  Title: Chief Executive Officer

 

Dated: July 10, 2019

 

 
 

 

Exhibit 2.1

 

Execution Copy

 

  June 26, 2019

 

  Re:

Amendment No. 1 to Share Exchange Agreement dated March 19, 2019

(the “ Agreement ”) by and by and among Pineapple Express, Inc. and

Pineapple Ventures, Inc. and the shareholders thereof .

 

This Amendment No. 1 to the Share Exchange Agreement (this “ Amended Agreement ”) is made and entered into as of the date hereof, by and among by and among Pineapple Express, Inc., a Wyoming corporation (the “ Company ”), Pineapple Ventures, Inc., a company formed under the laws of the State of California (“ PVI ”), all of the Shareholders of PVI (each a “ Shareholder ” and collectively the “ Shareholders ”). Terms not defined herein shall have the meaning ascribed to them in the Agreement.

 

WHEREAS , pursuant to that certain Agreement between the parties, certain agreements were made pertaining to, among other things, the distribution and ownership of PVI Capital Stock, as further described therein; and

 

WHEREAS, the Parties desire to amend the Agreement, as provided herein;

 

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree that the Agreement shall be amended as follows:

 

1. The entirety of the second “Whereas” clause of the Agreement is hereby amended by deleting the text thereof in its entirety and inserting the following text in lieu thereof read in its entirety as follows:

 

WHEREAS, (i) the Shareholders and PVI believe it is in the best interests of PVI to exchange an aggregate of up to Fifty Percent (50%) of the Capital Stock of PVI for up to Two Million (2,000,000) newly-issued shares (the “ Company Shares ”) of the Company’s Series A Preferred Stock, $0.0000001 par value per share (the “ Company Series A Stock ”) subject to certain closing conditions as set forth herein, and (ii) the Company believes it is in its best interest and the best interest of its stockholders to acquire the Capital Stock in exchange for the Company Shares, all upon the terms and subject to the conditions set forth in this Agreement (the “ Share Exchange ”) .

 

 
 

 

Execution Copy

 

2. The entirety of Section 1.1(a) and 1.1(b) of the Agreement is hereby amended by deleting the text thereof in its entirety and inserting the following text in lieu thereof read in its entirety as follows:

 

Section 1.1 Agreement to Exchange Capital Stock for the Company Shares . (a) Upon execution of this Agreement and the other ancillary exchange documents (the “ Closing Date ”) and subject to the conditions set forth in this Agreement, the Shareholders shall assign, transfer, convey, and deliver Twenty Thousand (20,000) shares of the Capital Stock to the Company. In consideration and exchange for such Capital Stock, the Company shall issue and deliver One Million (1,000,000) shares of the Company Shares to the Shareholders (as set forth on Schedule I hereto).

 

(b) On the six (6) month anniversary of the Closing Date and upon the terms and subject to the conditions set forth in this Agreement, the Shareholders shall assign, transfer, convey, and deliver an additional Thirty Thousand (30,000) shares of the Capital Stock to the Company (the “ Second Closing ”). In consideration and exchange for such Capital Stock, the Company shall issue and deliver an additional One Million (1,000,000) shares of the Company Shares to the Shareholders (as set forth on Schedule I hereto)

 

3. Except as expressly modified herein, the Agreement shall remain in full force and effect in accordance with its original terms.

 

4. Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Agreement.

 

5. This Amendment Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment Agreement and all acts and transactions pursuant to the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

 

{ Signature Page Follows }

 

 
 

 

Execution Copy

 

IN WITNESS WHEREOF , with the intent to be legally bound hereby, the parties hereby execute this Amendment Agreement as of the date first written above.

 

  PINEAPPLE EXPRESS, INC.
     
  By:           
  Name:  
  Title:  
     
  PINEAPPLE VENTURES, INC.
     
  By:  
  Name:  
  Title:  
     
  PVI MEMBERS:
     
  Jaime Ortega
   
  By:  
     
  Joshua Eisenberg
   
  By:  

 

 
 

 

Exhibit 99.1

 

Pineapple Express Issues Update Regarding Merger With Pineapple Ventures

Company completes 50% equity purchase of California multi-cannabis licensee

 

LOS ANGELES, July 9, 2019 – PINEAPPLE EXPRESS, INC. (OTC Grey: PNPL) (the “Company” or “Pineapple Express”), a publicly traded company that offers consulting, technology, investments, IP licensing, turn-key property rentals and branding concepts to businesses in the legal cannabis industry, today announced an update pertaining to a merger between Pineapple Express and Pineapple Ventures, Inc. (“PVI”).

 

In March of 2019, the Company announced having entered into a share exchange agreement with PVI, which holds equity in: 16 California-based cannabis retail dispensary, consumer delivery, manufacturing, cultivation, and distribution licenses; a hemp wellness product company; and profit from the sublease of a canna-business entitled warehouse in Los Angeles. Specifically, PVI owns and operates:

 

  ● 100% of a state licensed cultivation, manufacturing, and distribution licensee in Adelanto, CA;
  ● 30% of a state licensed retail dispensary and delivery service in Los Angeles, along with full operational management rights entitling PVI to 10% of gross revenue on all retail transactions;
  ● 30% of a state licensed retail dispensary and delivery service in Palm Springs, along with full operational management rights entitling PVI to 10% of gross revenue on all retail transactions;
  ● 30% equity stake of 2 separate state licensed manufacturing entities;
  ● 30% of 1 state licensed cultivation entity;
  ● 15% of 2 separate state licensed cultivation and manufacturing entities;
  ● 15% of 1 state licensed distribution entity;
  ● 100% of Pineapple Express Wellness, Inc., operating a nationwide Hemp CBD website at PineappleExpressWellness.com;
  ● 100% of Nordhoff Leases, LLC, an entity entitled to a profit for subleasing 38,000 SF of rental space to commercial cannabis licensed growers at a building In Chatsworth, CA; and
  ● Interest in pending applications for retail store front licenses in Los Angeles, CA.

 

As detailed in the prior announcement, PVI was in the process of selling 80% of its shares to Pineapple Express in exchange for 5 million shares of the Company’s Series A Preferred Stock. At the initial closing 20% of PVI was issued to the Company with another 60% to be transferred with the completion of the merger pending certain conditions to closing. The merger would bring valuable assets, infrastructure, and other valuable resources to Pineapple Express. For more detail, that announcement can be found by clicking here . As stated in that release by CEO Shawn Credle, “It is necessary for us to ‘get a good look under the hood’, as well as to prepare the Company for the merger, prior to combining the valuable assets of both businesses into one formidable and lucrative brand…We will continue to develop and strengthen the assets at both Pineapple Express and Pineapple Ventures while steps are being taken towards satisfying closing conditions for the merger over the next few months.”

 

 
 

 

Upon further evaluation, and pursuant to an amended agreement between the parties, Pineapple Express and PVI have agreed to reduce the remaining shares to be exchanged such that Pineapple Express shall hold an aggregate 50% ownership of Pineapple Ventures and, as a result, PVI shall receive an aggregate of 2 million Series A Preferred Shares of Pineapple Express. A closing of the transaction occurred on July 5, 2019.

 

As part of the consideration given to PVI, any royalties based on the prior licensing agreement are waived indefinitely. Moreover, PVI and its founders whom also have an interest in Pineapple Express will continue to fund and support Pineapple Express in order to sustain the Company until it can be self-supportive.

 

Pineapple Express Chairman, Matthew Feinstein, further explained “Upon further discussions, the equity retained by PVI will be used to fund expansion and operations, serving as a benefit to both PVI and Pineapple Express. In addition, the restructuring is in-line with Pineapple Express’s market strategy, such that making PVI a portfolio asset instead of a controlled subsidiary made sense to all parties as part of that strategy.”

 

CEO Shawn Credle added, “Pineapple Express and Pineapple Ventures are working beautifully with one another and operations are in full swing on both PineappleExpress.com, featuring a wide variety of cannabis goods delivered to California Residents over the age of 21 as well as our Hemp CBD site at PineappleExpressWellness.com, which delivers hemp derived CBD nationwide. We are looking forward to issuing exciting news on our progress in the coming weeks and months.”

 

About Pineapple Express, Inc.

 

Pineapple Express, Inc. is based in Los Angeles, California. Through our operating subsidiary Pineapple Express Consulting, Inc., we provide capital to our canna-business clientele, lease real properties to those canna-businesses, and provide consulting and technology to develop, enhance, or expand existing and newly formed infrastructures. We intend to create a nationally branded chain of cannabis retail stores under the “Pineapple Express” name, which we intend to be supported by Company-owned cultivation and processing facilities and will feature products from Company-owned manufacturers. We currently engage in product licensing, leasing to and investing in existing and new canna-businesses, selling industry specific technology, and providing ancillary support services. We believe that our competitive advantages include our wealth of experience, business model, exclusive proprietary technology and intellectual property, and key industry contacts in an industry that is foreign to most. It is our expectation that these factors will set us apart from most of our competitors.

 

 
 

 

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”, “will”, “should”, “could” 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 include uncertainties as to the application and enforcement of U.S. and state federal laws in the cannabis industry (including to the Company’s business activities and the business activities of some of its customers and counterparties), ability to attract new canna-business clientele, successfully implementing the Company’s growth strategy (including relating to the Company’s intention to create a nationally branded and vertically integrated chain of cannabis retail stores under the “Pineapple Express” name and anticipated development of Company-owned cultivation and processing facilities), dependence on key Company personnel, timing of the filing the Company’s Form 211 with FINRA and clearing related comments, obtaining approval for the Company’s common stock to be quoted on one of the three OTC Markets, changes in economic conditions, competition and other risks including, but not limited to, those described from in the Company’s Registration Statement on Form 10, filed with the Securities and Exchange Commission on January 23, 2018 (the “SEC”), and other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof and the Company disclaims any obligations to update these statements except as may be required by law.

 

Company Contact:

 

Matthew Feinstein, Director

Pineapple Express, Inc.

Office: 877-310-PNPL