Welcome to our dedicated page for FingerMotion SEC filings (Ticker: FNGR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
FingerMotion, Inc. filings document the company's Nasdaq-listed common stock, mobile services business and public-company governance. Recent 8-K disclosures cover material events, material agreements, operating and financial results, capital-structure matters and shareholder voting results.
Proxy materials describe annual meeting proposals, director elections, auditor ratification and advisory executive-compensation votes. Other filings document unregistered equity issuances, Regulation FD disclosures and the formal reporting framework for a mobile payment, recharge, value-added services and data technology company operating primarily through China-focused platforms.
FingerMotion, Inc. (FNGR) is calling a special stockholder meeting on October 6, 2026 to approve two major capital-structure actions. First, stockholders are asked to approve, for purposes of Nasdaq Listing Rule 5635(d), issuing 19.99% or more of the company’s common stock to an institutional investor upon conversion of two $5.0 million senior secured convertible notes. As of August 21, 2026, there were 66,485,353 common shares issued and outstanding.
The notes carry original issue discounts of $700,000 each, no cash interest unless in default, fixed conversion prices of $0.94 (May Note) and $0.35 (August Note), variable “monthly redemption” conversion at 90% of recent VWAP subject to a floor, a 9.99% beneficial ownership cap, an exchange cap of 12,256,260 shares absent stockholder approval, and default repayment at 125% of outstanding value with 12% default interest. Second, stockholders are asked to amend the charter to increase authorized common shares from 200,000,000 to 500,000,000, expanding capacity for future financings, equity incentives and other corporate purposes. The company discloses that conversions and future issuances may dilute existing holders and that failure to approve the share issuance could increase required cash redemptions with a 7.5% premium.
FingerMotion, Inc. (FNGR) filed an initial ownership report for Christopher Vincent Polimeni, who serves as CFO. The filing is a Form 3, which discloses that he is an officer of the company but does not list any equity holdings or report any transactions at this time.
FingerMotion, Inc. insider Jolie Kahn, who serves as both CEO and a director, filed an initial statement of beneficial ownership of securities on Form 3. The filing, as summarized here, lists no reportable transactions and no detailed holding entries in the provided data.
FingerMotion, Inc. entered into a securities purchase agreement with an institutional investor for a senior secured convertible note with $5,000,000 original principal and a $700,000 original issue discount, bearing no cash interest and maturing one year after closing. The company will receive $4,300,000 at closing, of which $1,300,000 is immediately available and $3,300,000 is held in a DACA account subject to release conditions. The note is convertible at a fixed price of $0.35 per share, with additional monthly redemption conversion mechanics tied to a discount to market and a resettable floor price, and is subject to a 9.99% beneficial ownership limit and an exchange cap of 12,256,260 shares unless stockholders approve higher issuance.
The investor also receives a five-year warrant for 4,092,993 common shares at the note’s fixed conversion price, and the note is secured by a first-priority lien on substantially all personal property assets, with events of default that can trigger repayment at 125% of outstanding value and 12% default interest. FingerMotion acquired a 9.9% equity interest in Lyken AI Computing Inc. for $500,000, paid via 1,674,480 common shares at $0.2990 per share, marking formal entry into the enterprise AI compute market. The company appointed Chris Polimeni as Chief Financial Officer, succeeding Lee Yew Hon; both the CEO and CFO are to receive interim compensation of $30,000 per month pending final executive compensation agreements.
FingerMotion, Inc. has a significant shareholder group reporting beneficial ownership of its common stock. Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri collectively report beneficial ownership of 5,319,149 shares of common stock of FingerMotion, Inc. as of June 30, 2026. These shares are issuable upon conversion of certain convertible notes held by the reporting persons and are subject to a 9.99% beneficial ownership blocker.
The reported holdings represent 7.99% of the class, based on 61,281,308 shares of common stock outstanding as of June 10, 2026 plus the shares issuable upon conversion of the notes. Each of Ayrton Capital LLC, the Fund, and Waqas Khatri is reported as having sole voting and dispositive power over 5,319,149 shares and no shared voting or dispositive power.
FingerMotion, Inc. reported a leadership change effective August 4, 2026. Martin Shen resigned as Chief Executive Officer and as a Director. On the same date, Jolie Kahn was appointed Chief Executive Officer and Director, filling the vacant board seat.
The company highlights Ms. Kahn’s background as a public‑company CEO, CFO and corporate finance attorney, with experience in more than $5 billion in capital raises and over three decades advising public companies and institutional investors across cryptocurrency, data centers, fintech, power and other high‑growth technologies. She has led large‑scale financings, M&A, PIPEs, reverse mergers and strategic growth transactions, and has served as counsel and advisor to multiple Nasdaq‑ and NYSE‑listed companies and a major Bitcoin miner. Ms. Kahn most recently served as CEO of AVAX One Technology Ltd. and has held interim CFO roles at several Nasdaq‑listed companies.
FingerMotion, Inc. is calling a special stockholder meeting on October 6, 2026 to seek approval of a Share Issuance Proposal tied to a previously issued financing. On May 13, 2026 the company issued a $5,000,000 senior secured convertible note with a $700,000 original issue discount, receiving $3,300,000 at closing and expecting an additional $1,000,000 after effectiveness of a resale registration statement. The note is convertible at an initial fixed price of $0.94 per share, with an alternative monthly redemption conversion price based on 90% of recent volume‑weighted average price, subject to a floor price set at 20% of the Nasdaq Minimum Price.
Nasdaq Rule 5635(d) limits issuance to 19.99% of shares outstanding without stockholder approval, creating an Exchange Cap of 12,256,260 shares versus 61,310,361 common shares outstanding as of August 17, 2026. Approval would permit issuing conversion shares above this cap, which the company states would dilute existing holders and could pressure the stock price as additional registered shares enter the market. If approval is not obtained, the company cannot issue above the cap and instead may have to redeem portions of the note in cash at a 7.5% premium during monthly redemptions, increasing cash obligations.
FingerMotion, Inc. reported financial results for the first quarter of fiscal 2027, covering the period ended May 31, 2026. A news release dated July 16, 2026 highlights improved profitability metrics, with gross profit and gross margin improving year over year as revenue shifted away from lower‑margin transaction activities.
Management also noted positive working capital and shareholders’ equity, which it views as supporting financial flexibility while executing its platform strategy as a mobile services, data and technology company. Detailed quantitative results are available in the related quarterly report.
FingerMotion, Inc. is registering up to 16,531,931 shares of common stock issuable upon conversion of a senior secured convertible note under a prospectus supplement to its Form S-1. Shares outstanding were 61,310,361 as of July 10, 2026; this is a baseline figure, not the amount being offered.
For the quarter ended May 31, 2026, revenue was $650,089 with gross profit of $208,478, and the company recorded a net loss of $2,009,784. Cash and cash equivalents increased to $987,391 from $68,596 at February 28, 2026, as $3,275,000 of proceeds from the convertible note more than offset operating cash outflows. Accounts receivable were $47,175,549 with an allowance of $2,248,468.
Total assets were $61,899,775 and stockholders’ equity was $13,329,467, while the accumulated deficit reached $43,185,481. Management highlights a going concern uncertainty, stating that continued operations depend on securing additional financing and achieving profitability. The note has a $5,000,000 original principal, $700,000 original issue discount, a $0.94 initial conversion price, an exchange cap of 12,256,260 shares, and is secured by substantially all personal property assets.
FingerMotion, Inc. reported revenue of $650,089 for the three months ended May 31, 2026, down sharply from $8,458,743 a year earlier, mainly reflecting a steep decline in telecommunication products and services revenue.
The company recorded a net loss attributable to stockholders of $2,000,327 (basic and diluted loss per share of $0.03), similar to the prior-year loss. Operating cash outflow was $2,345,654, while cash and cash equivalents were $987,391 at period-end, alongside large net accounts receivable of $44,927,081 and credit impairment losses of $522,946.
Management discloses substantial going concern uncertainty given an accumulated deficit of $43,185,481 and continued losses, and states that continuation depends on obtaining additional financing and achieving profitability. During the quarter the company issued a $5,000,000 senior secured convertible note with an original issue discount of $700,000, receiving $3,275,000 at closing plus a subsequent $1,000,000 release after SEC effectiveness.