Item 1.01 Entry into a Material Definitive Agreement
On December 18, 2022, Minaro Corp., a Nevada corporation (the "Company"), Yulia
Lazaridou, the majority shareholder of the Company ("Lazaridou"), Pineapple
Consolidated, Inc., a California corporation ("PCI") and the shareholders of PCI
("PCI Shareholders"), entered into a Share Exchange Agreement (the "Exchange
Agreement"). Pursuant to the Exchange Agreement, the PCI Shareholders exchanged
(the "Exchange Transaction") 50,000 outstanding shares of common stock of PCI,
representing fifty percent (50%) of the outstanding shares of PCI common stock,
for eighteen million (18,000,000) newly issued shares of Minaro common stock.
In addition, on December 18, 2022, in a transaction related to and a condition
to the Exchange Transaction, Lazaridou and the Company entered into that certain
Resignation, Separation and Release Agreement (the "Resignation Agreement"),
pursuant to which (a) the Company redeemed 2,800,000 shares of Company common
stock owned by Lazaridou (the "Lazaridou Shares') in exchange for a payment by
the Company of $540,904 and (b) Lazaridou, as of December 21, 2022, resigned as
the sole director, officer and employee of the Company.
In order to fund the payment for the Lazaridou Shares, contemporaneous with the
Exchange, on December 18, 2022, PCI loaned $540,904 to the Company. The loan
(the "PCI Loan") matures on June 30, 2023 and earns interest at an annual rate
of 1%.
In addition, on December 18, 2022, Lazaridou, as sole director and majority
shareholder, executed a written consent in lieu of a meeting providing that (i)
Matthew Feinstein be elected as the sole director of the Company as well as
Chief Executive Officer, President, Secretary, Chairman of the Board and Interim
Chief Financial Officer, (ii) accepted the resignation of Lazaridou and (iii)
approved the Exchange Agreement and Resignation Agreement. As a result of these
transactions, the PCI Shareholders own a majority of the shares of Minaro common
stock, and the Company owns fifty percent (50%) of the PCI common stock.
On January 5, 2023, the Company filed Restated Articles of Incorporation with
the State of Nevada following approval of the sole director and majority
shareholder ("Restated Articles"). The Restated Articles (i) changed the name of
the Company to Pineapple Express Cannabis Company, (ii) added an additional
authorized class of capital stock, namely ten million (10,000,000) shares of
Preferred Stock, in addition to the previously authorized seventy-five million
(75,000,000) shares of Common Stock. As a result, the name of the Company now
has been changed to Pineapple Express Cannabis Company.
On December 30, 2022 the Company applied to the Financial Industry Regulatory
Authority ("FINRA") for approval with respect to the change of the Company's
name in the Restated Articles. The Company separately applied to FINRA to change
the Company's stock ticker trading symbol. When that application is granted, the
Company intends to announce the symbol change.
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 18, 2022, the Company, Lazaridou, PCI and the PCI Shareholders
entered into the Share Exchange Agreement. Pursuant to the Exchange Agreement,
the PCI Shareholders exchanged (the "Exchange Transaction") 50,000 outstanding
shares of common stock of PCI, representing fifty percent (50%) of the
outstanding shares of PCI common stock, for eighteen million (18,000,000) newly
issued shares of Minaro common stock.
Item 3.02 Unregistered Sales of Equity Securities
Pursuant to the Exchange Agreement, the PCI Shareholders exchanged 50,000
outstanding shares of common stock of PCI, representing fifty percent (50%) of
the outstanding shares of PCI common stock, for eighteen million (18,000,000)
newly issued shares of Minaro common stock.
Pursuant to the Resignation Agreement, (a) the Company redeemed the Lazaridou
Shares in exchange for a payment by the Company of $540,904 and (b) Lazaridou,
as of December 21, 2022, resigned as the sole director, officer and employee of
the Company.
Item 5.01 Changes in Control of Registrant
As a result of the transactions contemplated by the Exchange Agreement and the
Resignation Agreement, (a) Lazaridou resigned as sole officer, director and
employee of the Company and the Company redeemed the Lazaridou Shares following
the PCI Loan, (b) Matthew Feinstein was elected the sole director and officer of
the Company and (c) Matthew Feinstein received fifteen million shares of Company
common stock as part of the Exchange Transaction, as a result of which Mr.
Feinstein owns approximately 81.2% of Company common stock.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As a result of the transactions contemplated by the Exchange Agreement and the
Resignation Agreement, (a) Lazaridou resigned as sole officer, director and
employee of the Company and (b) Matthew Feinstein was elected the sole director
and officer of the Company. Lazaridou's resignation was not the result of any
disagreement with the Company. Mr. Feinstein has not entered into any
arrangements for compensation from the Company either in his capacity as a
director or officer of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On January 5, 2023, the Company filed the Restated Articles. The Restated
Articles (i) changed the name of the Company to Pineapple Express Cannabis
Company, (ii) added an additional authorized class of capital stock, namely ten
million (10,000,000) shares of Preferred Stock, in addition to the previously
authorized seventy-five million (75,000,000) shares of Common Stock. As a
result, the name of the Company now has been changed to Pineapple Express
Cannabis Company.
On December 30, 2022, the Company applied to FINRA for approval with respect to
the change of the Company's name in the Restated Articles. The Company
separately applied to FINRA to change the Company's stock ticker trading symbol.
When that application is granted, the Company intends to announce the symbol
change.
Item 5.07 Submission of Matters to a Vote of Security Holders
On December 18, 2022, Lazaridou, as sole director and majority shareholder,
executed a written consent in lieu of a meeting providing that (i) Matthew
Feinstein be elected as the sole director of the Company as well as Chief
Executive Officer, President, Secretary, Chairman of the Board and Interim Chief
Financial Officer, (ii) accepted the resignation of Lazaridou and (iii) approved
the Exchange Agreement and Resignation Agreement.
On January 3, 2023, Mr. Feinstein, as sole director and majority shareholder,
executed a written consent in lieu of a meeting approving the filing of the
Restated Articles. The Restated Articles (i) changed the name of the Company to
Pineapple Express Cannabis Company, (ii) added an additional authorized class of
capital stock, namely ten million (10,000,000) shares of Preferred Stock, in
addition to the previously authorized seventy-five million (75,000,000) shares
of Common Stock. As a result, the name of the Company now has been changed to
Pineapple Express Cannabis Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1 Share Exchange Agreement dated December 18, 2022
2.2 Resignation, Separation and Release Agreement dated December 18, 2022
3.1(i) Restated Articles of Incorporation as filed with the State of Nevada on
January 5, 2023
10.1 Promissory Note, dated December 18, 2022, from the Company to PCI
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
© Edgar Online, source Glimpses