Pineapple Financial Inc.

    PAPL ·AMEX ·Finance Services ·Inc. in A1
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    ITEM 1. BUSINESS

     

    General

     

    Pineapple Financial is a Canadian mortgage technology and brokerage company. We provide mortgage brokerage services and technology solutions to Canadian mortgage agents, brokers, sub-brokers, brokerages and consumers. Through data-driven systems and cloud-based tools, we believe we offer competitive advantages in the Canadian mortgage industry relative to traditional broker arrangements.

     

    We also provide back-office and pre-underwriting support services (together, the “Brokerage Services”) to Canadian mortgage brokerages (the “Brokerages”). In connection with the provision of the Brokerage Services, we employ and engage licensed mortgage brokers and agents (collectively, “Field Agents”). As of the date of this filing, we have 39 full-time employees. In addition, we enter into affiliation agreements with certain licensed mortgage brokers (“Affiliate Brokers” and, together with Field Agents and Brokerages, the “Users”) under which we jointly market mortgage brokerage and other financial services as affiliated entities. This “white-label” model allows Affiliate Brokers to offer mortgages under their own brand to their client base while operating on our platform and within our controls.

     

    We offer Brokerage Services for both residential and commercial mortgage opportunities through our proprietary technology platform, Pineapple+ [and related tools, together, the “Platform”]. The Platform supports the mortgage life cycle from lead intake and pre-qualification through underwriting support, documentation, compliance, and funded-deal analytics.

     

    Revenue Model

     

    Our revenue model is diversified across platform subscriptions, pre-risk assessment services and lender partner commissions. Percentages below are approximate and subject to period-to-period variation.

     

    1.Subscription services. Agents who use the Platform to manage the life cycle of a mortgage from initiation to funding pay subscription fees of $141.50 per month. This stream represents approximately 3% of total gross revenue.

     

    2.Pre-risk assessment services. We charge a per-deal fee for pre-underwriting support and documentation preparation. For mortgages with a funded amount of $390,000 and over, the fee is $390 per deal. For mortgages under $390,000, the fee is $273 per deal. This stream represents approximately 1.3% of total gross revenue.

     

    3.Lender partner service commissions. The balance of total gross revenue, approximately 95%, is derived from commissions and volume-based compensation from lender partners. Commission structures vary by rate, amount, promotional programs, bonus eligibility and funded volume. Our lender partners include banks, trust companies, mortgage finance companies and other financial institutions, including but not limited to; Bank of Nova Scotia (Scotiabank), Manulife Bank of Canada, Toronto-Dominion Bank, MCAP, First National Financial LP, Home Trust Company, Equitable Bank, Community Trust, Bank of Montreal (BMO) and Desjardins Mortgage Financing Services.

     

    Geographic Footprint and Licensing

     

    We currently operate in Canada, with active brokerage operations in Ontario, Newfoundland and Labrador, New Brunswick, Nova Scotia, British Columbia, Prince Edward Island, Manitoba and Alberta. We launched our first brokerage in Ontario in November 2016, opened our Alberta office on July 1, 2021, expanded into Newfoundland and Labrador, Nova Scotia, New Brunswick and Prince Edward Island on May 4, 2022, and opened our first British Columbia brokerage office in 2024. We have been approved by applicable provincial mortgage regulators to operate in the following provinces and territories: Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Quebec and Yukon, and we are pursuing additional licensing in Saskatchewan.

     

     

     

    Technology

     

    Our Platform integrates lead routing, CRM, document collection, compliance workflows, lender connectivity and analytics. By centralizing workflow and data, we aim to improve agent productivity, reduce turnaround times and enhance compliance monitoring. The Platform is cloud-hosted with role-based access controls, audit trails and data security protocols that are designed to meet or exceed applicable regulatory expectations.

     

    Digital Asset Treasury Strategy

     

    In fiscal 2025, we established a digital asset treasury strategy (the “Treasury Strategy”) as a component of our corporate treasury and strategic partnership program. The Treasury Strategy permits the Company, subject to internal policies, board oversight and applicable law, to hold a capped allocation of liquid digital assets to support research and development, ecosystem partnerships and potential future integrations with our mortgage technology stack. As of the date of this filing, the Treasury Strategy is managed separately from brokerage operations. The Treasury Strategy is subject to strict custody, risk, accounting and compliance policies, including segregation of assets, volatility limits, impairment monitoring and disclosure controls.

     

    On-Chain Mortgage Development

     

    We are conducting research and development to explore the application of distributed ledger and smart-contract technologies to selected elements of the mortgage lifecycle (“On-Chain Mortgage Development”). Areas of exploration include, among others, identity and document attestations, collateral and lien data registries, payment and remittance workflows, servicing data integrity, and potential future pathways for asset issuance and investor reporting. These initiatives are currently in development and do not contribute material revenue. Any commercial deployment will require successful technical validation, market acceptance, appropriate regulatory permissions and the establishment of robust compliance, privacy and security controls. We may pursue pilot programs with ecosystem partners and service providers to evaluate feasibility and cost-benefit outcomes.

     

    Compliance and Regulatory

     

    Our brokerage activities are subject to provincial mortgage brokerage laws and regulations, consumer protection requirements, anti-money laundering and anti-terrorist financing obligations, privacy and data protection laws and related guidance. We maintain policies, procedures, training and supervision designed to promote compliance, including for third-party affiliates who operate on our Platform. Our Treasury Strategy and On-Chain Mortgage Development are subject to additional legal, accounting, tax and regulatory considerations. We evaluate these programs with external legal counsel and advisors and implement governance, risk and control frameworks that we believe are appropriate for their scope and scale.

     

    MyPineapple

     

    At the heart of our Brokerage Services is an innovative technology system, MyPineapple, that provides real time data management and reporting, lead generation opportunities, customer relationship management, deal processing, education and knowledge center, payroll, regulatory compliance, data analytics, document collection and storage, automated onboarding, lender access, back office support and direct underwriting support, all in one. MyPineapple offers network management capabilities for Users, including hundreds of qualified Field Agents, to create an efficient marketplace for the provision of mortgage lending and insurance industry services. MyPineapple integrates directly with Equifax, OneSpan, G Suite and Filogix and manages Users’ day-to-day business through automated triggers and tasks, ensuring nothing falls through the cracks. MyPineapple syncs up with Users’ calendar and emails, produces robust reporting, advanced analytics, and real-time notifications on marketing communications, and more. MyPineapple is a sophisticated and fundamental tool for revenue growth and relationship development. It plays a significant role in what we believe makes our Brokerage Services distinct and cutting-edge.

     

     

     

    MyPineapple was created to address key issues within the mortgage brokerage industry. We built MyPineapple to create a long-term competitive advantage relative to traditional service providers, who have comparatively high-touch, labor intensive and costly operations. We believe that, through MyPineapple, we are able to deliver faster services and with fewer errors. Our MyPineapple platform is completely automated, simplifying the mortgage process while providing efficiencies to and alleviating pressure on Users’ staff in completing traditional administrative tasks, which in turn reduces the Users’ cost structure and results in increased profit margins and scalability. MyPineapple reduces manual processes through robust quality control mechanisms, logistics management capabilities, capacity planning tools and end-to-end transaction management. MyPineapple also includes a leading education technology platform, which enables Users to continuously stay informed and educated on what mortgage solutions and market conditions could impact Canadian consumers.

     

    Our primary objectives and goals include, but are not limited to, the following:

     

    ● Grow our mortgage broker distribution channel to gain further market share and consumer adoption, including increasing organic (non-acquisition related) market share and to achieve growth on the number of mortgages funded annually;

     

    ● Become the go-to mortgage experience platform for mortgage agents, lenders and homebuyers;

     

    ● For Pineapple Insurance to provide an insurance option for all our mortgage approvals;

     

    ● To ensure that we are providing a well-rounded and custom-tailored approach to insurance solutions that may best suit the clients’ needs;

     

    ● To leverage the power of our growing database and brand recognition to open further insurance opportunity channel; and

     

    Streamline the insurance approval and application process for mortgage clients using technology.

     

    Services and Products Brokerage Services

     

    The following is a detailed description of the Brokerages Services that we offer:

     

    1. Mortgage Brokering: We employ and engage a number of licensed Field Agents who originate clients, provide mortgage consultation services, advise clients on the various mortgage products offered by financial institutions in Canada, offer clients access to rate information and mortgage options from a range of lenders, including major banks and lending institutions and assist clients in selecting the most appropriate and effective mortgage solution for their particular needs.

     

    2. Technology: MyPineapple is a full spectrum, robust and comprehensive technology system, which allows Users to conduct their brokerage services more effectively and efficiently. Amongst other things, MyPineapple syncs up with Users’ calendar and emails, produces robust reporting, advanced analytics, and real-time notifications for email opens, and link clicks. MyPineapple also provides Users with cloud storage. We also provide marketing support to Users in order to systematically manage the marketing process, segmentation and client conversions. We ensure that all clients stay well informed with highly relevant information; it also increases the conversion ratios and engagement metric for its Users. This provides Users the ability to focus on higher probability clients and deliver a high level of value and service while the system manages the relationship with others.

     

    3. Back Office Support Services: Through MyPineapple, we offer our Users back office support services, including digital and automated onboarding and set up, loan packaging and processing, digital document collection and client portals, loan maintenance activities, payroll, lender communication, reporting requirements for regulators and business management, cloud services, expense collections, document preparation, compliance, training, administration and marketing.

     

     

     

    4. Pre-Underwriting Support: Technology enabled and together with back-office support, we offer our Users pre-underwriting support services that establish appropriate qualifying processes in a mortgage application, providing borrowers a digital environment ensuring mortgage agents has the necessary data and providing borrowers with an instant pre-qualification. We use our diverse exposure to the mortgage industry to save Users from spending valuable resources on mortgage applications that have fewer chances of reaching approval. In particular, we offer our Users the following pre-underwriting services, aimed at speeding up the underwriting process and helping mortgage lenders make accurate decisions:

     

    ● Credit Review: We verify all information that is supplied by the client in vital loan documents and other personal information. Thereafter, we meticulously review client credit records and tax return documents to ensure the client has the required financial stability to make monthly payments for the mortgage. We follow checklist-based system to ensure that all the critical aspects pertaining to underwriting are covered.

     

    ● Data Validation: Our pre-underwriting support services include recording and digitizing our findings in the data validation process. By digitizing these vital information sets about the client, we are able to establish the accuracy and speed needed to expedite the underwriting process.

     

    ● Fraud Analysis and Compliance: We pride ourselves in diligently checking for identity fraud and ensuring that applications are compliant and contain complete information. Our mortgage experts have the experience and acumen to spot missing or mala fide information. This obviates the need for the underwriter to send client files back for incomplete information and thereby speeds up the underwriting process. Our fraud analysis encompasses all aspects of the client file review process including running third-party reports. This ensures the underwriter has to focus only on decision-making.

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    Financial statements

    data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

    From 10-Q filed 2026-04-13 (period ending 2026-02-28).

    Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     

    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

     

    Please read the following management’s discussion and analysis of our financial condition and results of operations, along with our consolidated financial statements and the related notes and other information included in this Annual Report on Form 10-Q. It is important to note that this discussion and analysis contain forward-looking statements with certain risks and uncertainties. These risks and uncertainties could cause our results to differ materially from anticipated in these forward-looking statements. You can find more information about these risks and uncertainties under the heading “Special Note Regarding Forward-Looking Statements” in Part I and elsewhere in this Form 10- Q.

     

    Special Note Regarding Forward-Looking Statements

     

    This Form 10-Q includes forward-looking statements that entail potential risks and uncertainties. These statements are usually identified by the use of specific terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and other comparable terminology. All the statements in this Form 10-Q that are not about historical facts, including those related to our future operations, financial position, Revenue, projected costs, strategy, plans, management objectives, and expected market growth, are forward-looking. While reading this Form 10-Q, you should know that these statements do not guarantee our performance or results. They include known and unknown risks, uncertainties, and assumptions, as mentioned under the “Risk Factors” section in this Form 10-Q. We believe that these forward- looking statements are based on reasonable assumptions. Still, you must be aware that many factors, including those mentioned under the “Risk Factors” section in this Form 10-Q, could affect our financial results or operations and cause actual results to differ from those stated in the forward-looking statements. These statements were made as of the date of this Form 10-Q, and we are not obligated to update or revise any forward-looking statements made here to reflect any change in our expectations or any change in events, conditions, or circumstances on which these statements are based. All written or oral forward-looking statements made by us or on our behalf are qualified by the cautionary statements mentioned in this Form 10-Q.

     

    Objective

     

    In this section, we provide an analysis of the Company’s financial condition, cash flows, and results of operations from management’s perspective. We recommend you read this with the consolidated financial statements and notes in Part II, Item 8 of this Annual Report on Form 10Q.

     

    Executive Summary

     

    The Company is a technology-enabled mortgage platform operating in Canada, with an expanding focus on data-driven financial services and capital allocation strategies.

     

    During the period, the Company began executing a strategic transition from a primarily transactional mortgage brokerage model toward an integrated platform consisting of:

     

    A core mortgage origination and servicing platform
    Data-driven and subscription-based revenue streams
    A disciplined digital asset treasury strategy designed to enhance capital efficiency and generate yield

     

    This transition reflects management’s focus on improving earnings quality, increasing recurring revenue, and driving operating leverage over time. While reported financial results for the period were significantly impacted by non-cash fair value adjustments related to crypto asset holdings, the Company’s underlying operating performance remained stable, supported by continued revenue generation, cost optimization initiatives, and early contributions from new strategic initiatives.

     

    Management believes the Company has now completed the majority of its balance sheet repositioning and cost restructuring initiatives and is entering a phase of execution focused on operating leverage, earnings quality, and scalable growth.

     

     

     

    Business Model Transformation

     

    The Company is currently in a transition phase, moving from a period of capital formation and strategic investment toward one of execution, operating leverage, and performance delivery.

     

    Historically, the Company operated primarily as a transactional mortgage brokerage platform, with revenue largely dependent on origination volumes. As part of its strategic evolution, the Company is building an integrated operating model across three core pillars:

     

    1.Core Mortgage Platform – focused on agent productivity, volume growth, and cost efficiency
    2.Data & Analytics – focused on monetizing mortgage data through structured, recurring revenue products
    3.Digital Asset Treasury – focused on capital efficiency, yield generation, and treasury optimization

     

    Management believes this integrated model will support:

     

    Higher-margin revenue mix
    Increased recurring and subscription-based revenue
    Improved operating leverage and earnings durability
    Enhanced capital efficiency

     

    Recent Developments

     

    Business Trends

     

    During the six months ended February 28, 2026, the Canadian mortgage market continued to adjust to changes in monetary policy following the Bank of Canada’s easing cycle that commenced in mid-2024. Through the current period, the Bank of Canada reduced its benchmark overnight interest rate. While these reductions contributed to improved borrowing conditions and greater rate stability, overall mortgage origination volumes remained below pre-2022 levels, reflecting ongoing affordability constraints, limited housing supply, and continued underwriting discipline among lenders.

     

    Within this operating environment, mortgage renewal and refinance transactions represented a greater proportion of total industry activity, while purchase-related originations continued to recover at a more gradual pace. The Company’s operating performance remained stable during the period, supported by its diversified agent network and continued presence across key Canadian markets.

     

    The Company continued to invest in and enhance its proprietary Pineapple Plus technology platform. During the period, the Company advanced workflow automation capabilities, expanded customer relationship management functionality, and further integrated insurance and ancillary financial product offerings. These initiatives contributed to operational efficiencies, improved agent productivity, and sustained client engagement despite ongoing market challenges. In addition, continued investment in digital marketing and lead-generation tools supported the stability of the Company’s fee-based revenue streams.

     

    Subsequent to the quarter, early indicators suggest increased mortgage application volumes and lead-generation activity, primarily driven by renewal and refinance demand. Management believes that these trends, together with ongoing platform enhancements and disciplined capital allocation, may support a gradual recovery in mortgage activity as interest rate conditions stabilize. However, the extent and timing of such recovery remain subject to macroeconomic conditions, including interest rate dynamics and housing market activity.

     

     

     

    In addition to its core mortgage brokerage operations, the Company has implemented a structured digital asset treasury strategy. During the six months ended February 28, 2026, the Company deployed $45.4 million into digital assets, primarily allocated to Injective (INJ).

     

    This program is designed to enhance capital efficiency through staking yield generation, disciplined capital allocation, and long-term asset appreciation. The Company’s approach emphasizes governance, liquidity management, and risk controls, and is not intended to represent speculative trading activity.

     

    Due to applicable accounting standards, these holdings are subject to fair value remeasurement, which may introduce significant non-cash volatility in reported earnings.

     

    RESULTS OF OPERATIONS

     

    Three Months Ended February 28, 2026 Compared to February 28, 2025

     

    Net Loss

     

    For the three months ended February 28, 2026, the Company reported a net loss of $19.5 million, compared to a net loss of $0.6 million for the same period in the prior year.

     

    The increase in net loss was primarily driven by:

     

    A $16.9 million non-cash, market-driven fair value remeasurement of digital asset holdings
    $3.2 million of one-time, non-recurring financing-related costs associated with the Company’s PIPE transaction, including $1.3 million of warrant-related expenses and $1.5 million of ELOC-related charges
    $0.36 million of incremental interest expense associated with new borrowings related to the Company’s digital asset treasury strategy

     

    These factors were partially offset by growth in revenue and continued cost management. Reported GAAP results for the period were significantly impacted by non-cash fair value adjustments related to digital asset holdings. Management believes these adjustments introduce volatility that is not reflective of the Company’s core operating performance or underlying cash flow generation. Of note, the Company’s reported net loss was significantly impacted by non-cash, market-driven fair value remeasurement of digital asset holdings, which does not reflect underlying operating performance or cash flow generation. Excluding these non-cash adjustments and financing-related costs, the Company’s core operating results were materially improved relative to the prior year period, reflecting revenue growth and the impact of structural cost reduction initiatives implemented during the period.

     

    Revenue

     

    Revenue for the three months ended February 28, 2026 was $0.9 million, compared to $0.7 million in the comparable prior-year period, representing an increase of $0.2 million, or 25%.

     

    The increase in revenue was driven by:

     

    Improved mortgage origination volumes
    Continued contribution from subscription, insurance, and underwriting revenue streams
    Incremental contribution from digital asset activities, including staking income

     

    Operating Expenses

     

    Total operating expenses for the three months ended February 28, 2026 were $18.7 million, compared to $1.3 million in the same period of the prior year.

     

    The increase was primarily attributable to:

     

    $16.9 million non-cash, market-driven fair value remeasurement of digital asset holdings $2.8 million of one-time, non-recurring financing-related costs related to the Company’s recent PIPE transaction, including $1.3 million of warrant-related expenses and $1.5 million of ELOC-related charges
    $0.3 million of interest expense associated with new borrowings related to the Company’s digital asset treasury strategy
    One-time advertising and marketing expenses pertaining to the financing

     

     

     

    Excluding digital asset remeasurement and financing-related costs, operating expenses decreased modestly, reflecting:

     

    Relatively stable general and administrative expenses
    Lower personnel-related costs compared to the prior year due to cost optimization measures
    A reduction in in operating expenses driven by structural cost optimization initiatives, including workforce realignment, reduced reliance on third-party software and professional services, and the implementation of a leaner, technology-enabled operating model
    These reductions reflect the Company’s broader operational restructuring initiative, which has materially reduced its fixed cost base and lowered its operating cash burn

     

    Operating Expenses and Fair Value Adjustments

     

    During the quarter, operating expenses included a $16.9 million non-cash, market-driven fair value remeasurement of the Company’s digital asset holdings

     

    This loss was driven by market-driven valuation changes in Injective tokens and is not indicative of the Company’s core mortgage and platform operations.

     

    Additionally, the Company recognized:

     

    A gain on the change in fair value of warrant liabilities
    Interest income and derivative gains

     

    These items are presented below operating income and partially offset overall losses.

     

    Operating Loss and Net Loss

     

    As a result of the foregoing, the Company reported a loss from operations of $17.8 million, compared to $0.6 million in the comparable prior-year period.

     

    Management believes that, excluding the impact of:

     

    Non-cash, market-driven fair value remeasurement of digital asset holdings, and
    Financing-related costs,

     

    the Company’s underlying operating performance remained stable, supported by:

     

    Continued revenue growth
    Ongoing cost management initiatives
    Strategic investment in platform and growth initiatives

     

    In addition, during the period and subsequent to quarter end, the Company implemented a comprehensive operational restructuring initiative designed to materially reduce its fixed cost base and improve operating leverage.

     

    To date, approximately $1.46 million of annualized cost savings have been implemented and are expected to be reflected in the Company’s run-rate by March 31, 2026, with additional savings currently being executed. In aggregate, these initiatives are expected to reduce annual operating expenses by more than $2.5 million.

     

    The restructuring included a realignment toward a leaner, technology-enabled operating model, including a significant reduction in headcount, as well as reductions across professional services, software, marketing, and other operating expenses.

     

    A key component of this transformation has been the integration of artificial intelligence across core business functions, enabling the Company to automate processes historically supported by manual workflows, including agent onboarding, data processing, and customer engagement.

     

     

     

    As a result of these initiatives, the Company has structurally reduced its operating cost base while maintaining platform capabilities and scalability. Management believes these changes represent a permanent reset of the Company’s expense structure and position the business to achieve improved operating leverage and enhanced earnings durability as revenue scales.

     

    The three-month period reflects the Company’s current operating profile following recent financing and restructuring initiatives, while the six-month period reflects both pre- and post-transition performance.

     

    Six Months Ended February 28, 2026 Compared to February 28, 2025

     

    The six-month results reflect the impact of both legacy cost structure and recent strategic initiatives, including capital deployment and operational restructuring.

     

    Net Loss

     

    For the six months ended February 28, 2026, the Company reported a net loss of $25.9 million, compared to a net loss of $1.3 million in the prior-year period.

     

    The increase in net loss was primarily driven by:

     

    A $23.0 million non-cash, market-driven fair value remeasurement of digital asset holdings
    Increased financing costs associated with capital-raising activities
    Higher interest expense due to new borrowings

     

    Revenue

     

    Revenue for the six months ended February 28, 2026 was $1.43 million, compared to $1.51 million in the comparable prior-year period, representing an decrease of $0.08 million, or 5.3%.

     

    The increase was driven by:

     

    Stabilization in mortgage market activity
    Growth in ancillary revenue streams, including subscription, insurance, and underwriting services
    Contribution from digital asset-related activities

     

    Operating Expenses

     

    Total operating expenses for the six months ended February 28, 2026 were $25.8 million, compared to $2.8 million in the same period of the prior year.

     

    The increase was primarily attributable to:

     

    $23.0 million non-cash, market-driven fair value remeasurement of digital asset holdings $1.5 million financing costs related to ELOC arrangements
    Warrant-related financing costs
    Increased interest expense

     

    Excluding these items, operating expenses increased moderately due to:

     

    Continued investment in marketing and growth initiatives
    Ongoing technology platform development
    General inflationary cost pressures

     

    Operating Expenses and Fair Value Adjustments

     

    During the six-month period, the Company recognized a $23.0 million non-cash, market-driven fair value remeasurement of digital asset holdings

     

     

     

    This loss was driven by market volatility in the price of Injective tokens and does not represent cash outflows or core operating performance.

     

    In addition, the Company recognized:

     

    A $1.2 million gain on remeasurement of warrant liabilities
    Interest income from financing arrangements

     

    Operating Loss and Net Loss

     

    As a result of the foregoing, the Company reported a loss from operations of $24.4 million, compared to $1.3 million in the prior-year period.

     

    Management believes that, excluding the impact of:

     

    Digital asset fair value adjustments, and
    Financing-related costs,

     

    the Company’s core operating performance remained stable, supported by:

     

    Consistent revenue generation
    Improved cost structure relative to historical levels
    Ongoing operational efficiencies

     

    Non-GAAP Financial Measures

     

    The Company presents certain non-GAAP financial measures, including Adjusted Operating Income (Loss) and Adjusted EBITDA, as supplemental metrics to assist investors in evaluating the Company’s operating performance.

     

    These measures exclude certain items, including:

     

    Non-cash fair value adjustments related to digital assets;
    Changes in the fair value of warrant and derivative liabilities;
    Financing-related costs associated with capital raising activities;
    Certain items that may not be comparable across reporting periods.

     

    Management believes these measures provide additional insight into period-to-period operating performance by reducing the impacts of items that are subject to significant variability or are not directly reflective of the Company’s operating performance for the period.

     

    However, these measures have limitations. In particular, fair value adjustments related to digital assets and financial instruments may be significant and recurring, and are an integral component of the Company’s results of operations.

     

    These measures should not be considered in isolation or as a substitute for financial results prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies.

     

    The Company presents GAAP results with equal or greater prominence than non-GAAP measures and provides a reconciliation to the most directly comparable GAAP measures.

     

    These measures are intended to supplement, and not replace, the Company’s GAAP results

     

    Six Months Ended February 28, 2026

     

    Adjusted Operating Income (excluding fair value changes)

     

    For the six months ended: February 28, 2026 
      $ 
    Net loss (GAAP)  (25,930,939)
    Adjustments to reconcile GAAP net loss to adjusted Operating Income (loss)    
    Unrealized loss on digital assets  23,026,713 
    Share based compensation  

    142,000

     
    Financing-related costs (ELOC, warrants)  2,862,658 

    Advertising and marketing expenses not considered indicative of period-over-period comparability

     

    473,057

     
    Interest expense  629,280 
    Gain on fair value of warrant liabilities  (1,199,502)
    Adjusted operating income (loss) (Non-GAAP)  3,267

     

    Management uses these measures internally; however, they are not intended to represent cash flow or liquidity measures.

     

    In addition to Adjusted Operating Income (Loss), management also evaluates performance using Adjusted EBITDA, which further excludes non-cash items such as depreciation and amortization, as well as interest-related items and other non-cash, items not indicative of ongoing operating performance non-operating items, to provide a view of operating performance on a cash-flow oriented basis.

     

    For the six months ended: February 28, 2026 
      $ 
    Adjusted operating income (loss) (Non-GAAP)  3,267 
    Adjustments:    
    Interest (income)  (214,334)
    Gain (loss) on change in fair value of derivative liability  (15,653)
    Foreign exchange (gain) loss  157,675 
    Depreciation  464,271 
    Adjusted EBITDA (Non-GAAP)  395,226 

     

      Six months period ended February 28,
      2026   2025   2024
    Mortgage volume  829,317,884    811,483,270    697,411,000
    Gross billing  7,387,821    8,648,249    7,358,172
    Commission expense  6,676,704    7,813,115    6,740,307
    Net sales revenue  711,116    835,134    617,864
    Underwriting revenue  50,756    57,707    73,781
    Subscription revenue  418,463    368,119    378,632
    Other income  248,932    251,276    282,581

     

     

     

      Three months ended February 28,
      2026   2025   2024
    Mortgage volume  367,228,328    386,325,122    314,963,000
    Gross billing  3,310,819    4,242,341    3,484,852
    Commission expense  2,949,030    3,821,489    3,140,234
    Net sales revenue  361,789    420,852    344,618
    Underwriting revenue  23,611    30,364    31,675
    Subscription revenue  210,715    185,939    195,387
    Other income  111,227    106,154    213,189

     

    Six Months Ended February 28, 2026

     

    To provide additional insight into the Company’s underlying operating performance, management presents adjusted operating income (loss), a non-GAAP financial measure.

     

    This measure excludes:

     

    Non-cash, market-driven fair value remeasurement of digital asset holdings
    Changes in fair value of warrant liabilities
    Financing-related costs associated with capital raising activities

     

    After adjusting for these items, the Company’s adjusted operating income was $0.003 million, reflecting a substantially lower loss compared to the reported GAAP net loss and a meaningful improvement versus the $1.01 million loss compared to the six months period ended February 28, 2025.

     

    Management believes this measure more accurately was driven by the performance of the Company’s core operating business, which improved meaningfully during the period, supported by:

     

    Consistent mortgage-related revenue generation
    Improved cost structure following optimization initiatives across headcount, overhead, and other selling, general, and administrative expenses.
    Early contributions from new revenue streams

     

    This improvement was driven by the combined impact of revenue stability and the structural reduction in the Company’s operating cost base, positioning the business for improved operating leverage as revenue scales.

     

    Management believes that this adjusted measure provides a more meaningful view of the Company’s core operating performance, as it removes the effects of:

     

    Market-driven volatility in digital asset fair market value remeasurements
    Financing activities and related accounting impacts, including one-time, non-recurring expenses for the period
    Non-cash remeasurement adjustments

     

    However, this non-GAAP measure should not be considered in isolation or as a substitute for financial results prepared in accordance with U.S. GAAP, and may not be comparable to similarly titled measures used by other companies.

     

    Digital Asset Treasury Strategy

     

    The Company has implemented a disciplined digital asset treasury program designed to enhance capital efficiency and generate yield on excess capital. The primary objectives of this strategy include:

     

    Generating yield through staking activities
    Maintaining liquidity while optimizing capital allocation
    Supporting long-term balance sheet strength

     

     

     

    Modified Net Asset Value (mNAV) Framework

     

    To provide additional transparency into the relationship between the Company’s market valuation and its digital asset holdings, management utilizes a modified net asset value metric (“mNAV”), a non-GAAP financial measure.

     

    mNAV is defined as 1) Enterprise Value divided by 2) Treasury Value, where:

     

    Enterprise Value represents the Company’s market capitalization, adjusted for debt and cash balances; and
    Treasury Value represents the fair market value of digital assets held, as well as capital deployed in digital asset-related strategies, including stablecoin collateral, restricted balances, and yield-generating positions.

     

    Management believes mNAV is a useful metric for evaluating the extent to which the Company’s market valuation reflects its underlying digital asset holdings versus its operating business. However, mNAV should not be considered in isolation or as a substitute for financial results prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies.

     

      February 28, 2026 
    Common stock issued and outstanding  26,088,651 
    Share price $0.696 
    Market capitalization  18,157,701 
    Less: Cash  (17,736,423)
    Plus: Loans payable  18,972,000 
    Plus: Interest payable  134,837 
    Plus: Warrant liability  743,188 
    Enterprise Value  20,271,303 
    Crypto assets  22,427,134 
    Plus: Loans receivable  5,000,000 
    Plus: Interest receivable  35,068 
    Plus: Restricted cash  158,659 
    Plus: Derivative liability  18,730 
    Treasury Value  27,639,591 
    mNAV  0.73 : 1.00 

     

    As of February 28, 2026, the Company’s Treasury Value consisted primarily of digital assets, including Injective (INJ), as well as capital deployed in treasury-related strategies.

     

    The Company’s cash balance is currently managed at the corporate level and is not fully allocated between operating liquidity and treasury activities. Accordingly, cash has been excluded from Treasury Value for purposes of the mNAV calculation in this period. To the extent cash is deployed into digital asset strategies in future periods, it is expected to be included within Treasury Value.

     

    In addition, certain amounts related to financing and collateral arrangements, including stablecoin balances and restricted cash, may be included within Treasury Value where such amounts represent capital actively deployed in support of the Company’s digital asset strategy.

     

    The Company’s treasury strategy is governed by internal policies that prioritize liquidity and risk management, including:

     

    Maintaining minimum operating cash reserves
    Limiting the use of leverage
    Avoiding rehypothecation of assets
    Implementing governance through internal review processes

     

    Staking rewards generated from digital asset holdings represent an incremental and recurring yield component of the Company’s capital allocation strategy.

     

    Digital asset holdings are measured at fair value, with changes recognized in earnings. As a result, reported financial results may experience volatility that may introduce volatility that does not align with management’s assessment of period-to-period operating performance or cash generation.

     

    The calculation of mNAV involves significant judgment, including the determination of which assets and liabilities are included in Treasury Value, and may differ from methodologies used by other companies. Accordingly, the measure may not be comparable and could produce materially different results if calculated under alternative assumptions.

     

    Revenue and Operating Metrics

     

    The Company’s primary sources of revenue include:

     

    Commissions earned from mortgage originations
    Underwriting income
    Subscription fees charged to mortgage agents
    Digital asset-related income, including staking rewards
    Other ancillary income streams

     

    Six Months Ended February 28, 2026

     

    For the six-month period, the Company generated revenue from a diversified set of sources, supported by both its mortgage operations and digital asset strategy.

     

    Mortgage volume increased to $829.3 million, compared to $811.5 million in the prior-year period, reflecting modest improvement in origination activity.
    Gross billings were $7.4 million, compared to $8.6 million in the prior year, primarily reflecting competitive pricing dynamics and market conditions.
    Commission expense totaled $6.7 million, consistent with the level of mortgage activity.
    Net sales revenue was $0.7 million, compared to $0.8 million in the prior year.

     

    Additional revenue streams included:

     

    Underwriting revenue of $0.05 million
    Subscription revenue of $0.4 million, reflecting continued agent platform engagement
    Staking income of $0.2 million, representing income generated from the Company’s digital asset holdings
    Other income of $0.2 million, consistent with prior periods

     

    Overall, while mortgage-related revenues remained relatively stable, the Company’s diversification into digital asset activities contributed incremental income streams during the period.

     

    Three Months Ended February 28, 2026

     

    For the three-month period ended February 28, 2026:

     

    Mortgage volume was $367.2 million, compared to $386.3 million in the prior-year period
    Gross billings were $3.3 million, compared to $4.2 million in the prior year
    Commission expense totaled $3.0 million
    Net sales revenue was $0.36 million, compared to $0.42 million in the prior year

     

    Other revenue components included:

     

    Underwriting revenue of $0.02 million
    Subscription revenue of $0.2 million
    Staking income of $0.2 million, reflecting the Company’s digital asset strategy
    Other income of $0.1 million

     

    The decrease in mortgage-related revenue metrics during the quarter was driven by ongoing market softness and competitive pressures, partially offset by stable subscription revenue and contributions from digital asset activities.

     

    Overall Performance Commentary

     

    Management believes that the Company’s operating results for both the three- and six-month periods demonstrate:

     

    Resilience in core mortgage operations, despite a challenging macroeconomic environment
    Successful diversification into digital asset activities, including staking income generation
    Continued focus on cost management and operational efficiency

     

    While reported results were significantly impacted by non-cash, market-driven fair value remeasurement of digital asset holdings and financing-related costs, the Company’s underlying operating performance improved modestly during the period. These results reflect the impact of structural cost reductions implemented during the period, which have materially lowered the Company’s fixed cost base and improved its operating leverage profile.

     

    The Company’s primary sources of revenue include commissions earned from lenders on mortgage originations, underwriting income, and membership fees charged to mortgage agents. In addition, the Company generates other income, including staking rewards earned on its digital asset holdings.

     

    Path to Operating Leverage

     

    As the Company advances its strategic initiatives, management is focused on driving operating leverage and improving earnings quality through:

     

    Increasing revenue per mortgage transaction
    Expanding higher-margin ancillary and subscription-based revenue streams
    Driving efficiency across operations and reducing cost per funded loan

     

    The Company expects that improvements in agent productivity, data monetization, and capital efficiency will contribute to a more scalable and profitable operating model over time.

     

     

     

    Gross Billing:

     

    The Company earns revenue from its mortgage brokerage operations based on commissions received from financial institutions with whom it has contractual arrangements. Gross billing represents the total commission earned from lending institutions on funded mortgage transactions. As the Company engages licensed mortgage agents and brokers who are responsible for originating and closing mortgage transactions, a significant portion of the gross billing is paid out as commissions and referral fees to those agents. Accordingly, the Company presents revenue on a net basis, calculated as gross billing less commissions and payouts to mortgage agents, as the Company acts as an agent in these arrangements.

     

    Under ASC 606, Revenue from Contracts with Customers, the Company evaluates each contract to identify performance obligations, determine the transaction price, allocate the transaction price to the performance obligations, and recognize revenue when control of the promised service is transferred to the customer.

     

    For each mortgage transaction, revenue is recognized when:

     

    A binding contract exists between the borrower, the mortgage agent, and the lending institution;
    The Company provides access to, and support through, its technology platform to facilitate the mortgage transaction;
    The mortgage loan is funded by the lender; and
    The Company’s commission from the lender becomes fixed and collectible.

     

    The Company’s performance obligation is satisfied at a point in time, when the mortgage is funded and all platform-related services for that transaction have been completed. Revenue is measured as the net amount retained by the Company after remitting the applicable commission and referral fees to mortgage agents and sub-brokers.

     

    This net revenue was driven by the Company’s role as an intermediary providing technology infrastructure, compliance oversight, and workflow support, rather than acting as the primary obligor in the mortgage funding transaction.

     

    Subscription Revenue:

     

    Users access and use our technology platform, Pineapple Plus, for a flat monthly service fee of $145.00 In exchange for this fee, users of Pineapple Plus have access to a network management system that allows them to perform back- office procedures more efficiently and effectively. This platform will enable them to process the deal described above prepare, and complete the package for submission to be funded by the financial institution. We have a strong user base, which has experienced significant growth since our inception. Revenue is recognized at the beginning of the month when a user is invoiced and pays the fee.

     

    The Company continues to expand the functionality of its Pineapple Plus platform, including initiatives focused on data standardization, workflow digitization, and the development of a unified data architecture across mortgage transactions. These efforts are expected to form the foundation for future data-driven products, including analytics, benchmarking, and other value-added services that may be offered on a subscription or recurring revenue basis.

     

    Management believes that, over time, these initiatives may enable the Company to monetize its platform beyond traditional transaction-based revenue, supporting higher-margin, recurring revenue streams and improved earnings quality. However, these capabilities remain under development, and there can be no assurance as to their timing, scope, or ultimate commercial impact.

     

    These initiatives may also support the structured digitization and utilization of mortgage-related data assets, enabling new forms of data accessibility, reporting, and monetization over time.

     

    Staking Income

     

    The Company earns staking income from its digital asset holdings by participating in blockchain network validation activities. Staking rewards are received in the form of additional digital tokens and are not considered revenue from contracts with customers under ASC 606.

     

    Staking income is recognized within other income when the Company obtains control of the reward tokens, which generally occurs when the rewards are received or become claimable by the Company. Such rewards are measured at fair value at the time of receipt using quoted market prices in active markets (Level 1 inputs) in accordance with ASC 820, Fair Value Measurement.

     

    Subsequent to initial recognition, the related digital assets are included within digital assets and are remeasured at fair value at each reporting date, with changes in fair value recognized in earnings in accordance with the Company’s accounting policy for digital assets.

     

    Underwriting Fee:

     

    Users can optionally use our expert risk pre-assessment service, which assists them in pre-underwriting their loans before submission to a lender for approval and funding. This service significantly reduces the time for the lender partners’ assessment of the deal. For mortgages of $179,575 and less, we charge an underwriting fee of $251; for mortgages greater than $179,575, the Company charges an underwriting fee of $359. The Company has undertaken a special program to educate and inform users of this service in further detail. 40% of the deals originated by users are using this service. This program is intended to further increase the number of deals and improve the services offered.

     

    Insurance commission Revenue:

     

    The Company earns insurance commission revenue through Pineapple Insurance, which acts as a broker for third-party insurance carriers. When customers purchase insurance policies through our platform, the Company receives commissions from the insurance providers based on premiums written. The Company acts as a principal in these transactions because it is responsible for sourcing customers, facilitating the placement of insurance products, and managing the full service process. Commission revenue is recognized at the point in time when the underlying insurance policy becomes effective and our performance obligations are satisfied. Insurance commission revenue is presented net of referral fees, agent commissions, and other consideration payable to mortgage agents or third-party partners, as these amounts represent direct transaction-related costs. Renewal commissions are recognized only when they become fixed and determinable based on confirmation from the insurance carriers.

     

    Other Income:

     

    Other income includes a technology setup fee and sponsorship fee.

     

     

     

    Components of operating expenses

     

    Our operating expenses, as presented in the statement of operations data, include salaries, commissions and team member benefits, general and administrative expenses, marketing and advertising expenses, and others.

     

    Salaries and commissions and team member benefits

     

    All payroll expenses include our team members’ salaries, commissions, and benefits.

     

    Selling, general and administrative expenses

     

    Selling, general and administrative expenses include software subscriptions, license fees, professional services, marketing expenses, and other operating expenses.

     

    Share-based compensation

     

    Share-based compensation comprises equity awards and is measured and expensed accordingly under Accounting Standards Codification (“ASC”) 718 Compensation—Stock Compensation.

     

    Comparison of the six months ended February 28, 2026 and 2025

     

    Six months ended

    February 28,
    2026

    ($)

    February 28,
    2025

    ($)

    Increase/

    (Decrease)

    ($)

     

    Increase/

    (Decrease)

    %

     
    Revenue  1,429,267  1,512,236  (82,969)  (5.49)
    Expenses              
    Selling, general and administrative  1,052,703  995,190  57,513   5.78 
    Advertising and Marketing  416,852  326,945  89,907   27.50 
    Salaries, wages and benefits  350,730  828,764  (478,034)  (57.68)
    Interest expense and bank charges  629,280  273,812  355,468   129.82 
    Depreciation  464,271  429,645  34,626   8.06 
    Fair value loss on crypto assets  23,026,713  -  23,026,713   100.00 
    Share based compensation  142,000     142,000   100.00

    Next expected filings

    • ~2026-07-13 10-Q expected by 2026-07-13 (in 4 days)
    • ~2026-11-28 10-K expected by 2026-11-13 (in 142 days)
    • ~2027-01-20 10-Q expected by 2027-01-20 (in 195 days)
    • ~2027-04-12 10-Q expected by 2027-04-12 (in 277 days)

    Predicted from historical filing cadence; not an SEC commitment.

    Recent SEC filings

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    • 2025-12-12 10-K/A Annual Report (Amended)
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