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. received a Nasdaq deficiency letter because its common stock closed below the $1.00 minimum bid price for 30 consecutive business days, putting its Nasdaq Capital Market listing at risk. The stock continues to trade under the symbol FNGR while the company works to regain compliance.
FingerMotion has until December 28, 2026, a 180‑day window, to lift its closing bid price to at least $1.00 per share for 10 consecutive business days. If it still meets other Nasdaq listing standards, it may receive a second 180‑day period and could use a reverse stock split to boost the share price. Failure to regain compliance could lead to delisting, though the company would have the right to appeal.
FingerMotion, Inc. is registering for resale up to 16,531,931 shares of common stock issuable upon conversion of a senior secured convertible note.
The registration covers resale by the identified selling stockholder; the Company will not receive proceeds from resale. The Note has an original principal amount of $5,000,000 (original issue discount $700,000), of which the Company received $3,300,000 at closing and $1,000,000 will be released upon effectiveness of this registration statement. Absent majority stockholder approval, the selling stockholder may convert only up to 12,256,260 shares (the Exchange Cap) prior to shareholder approval. The Note’s initial fixed conversion price is $0.94 per share, and certain monthly conversion mechanics reference a Redemption Conversion Price and a Floor Price.
FingerMotion, Inc. is registering up to 16,531,931 shares of common stock for resale by a single selling stockholder upon conversion of a $5,000,000 senior secured convertible note. The company is not selling shares in this offering and will not receive proceeds from any resale.
The note carries a $700,000 original issue discount and an initial fixed conversion price of $0.94 per share, with additional variable “monthly redemption” conversion mechanics and a 9.99% beneficial ownership cap. FingerMotion has already received $3,300,000 in cash and expects a further $1,000,000 release once the registration is declared effective.
The business operates mainly in China through a variable interest entity structure, exposing investors to PRC regulatory, enforcement and cash‑transfer risks, as well as potential impacts from evolving overseas listing, data security and HFCAA-related rules.
FingerMotion, Inc. has entered into a non-binding Memorandum of Understanding with BlueFlare Energy Solutions to explore developing a distributed network of micro-scale edge AI inference compute sites in Western Canada. BlueFlare would be the exclusive partner in Alberta, British Columbia and Saskatchewan for originating, building and supporting co-located AI inference and bitcoin mining sites.
The first proposed project, called PR1 in Alberta, is intended as a prototype behind-the-meter site, using existing bitcoin mining infrastructure and BlueFlare’s proprietary BALA™ (BlueFlare Adaptive Load Architecture™) platform to balance AI and mining workloads. Each site is expected to be in the 0.5 MW to 2 MW range. Both the MOU and contemplated Commercial Term Sheet are non-binding, and any PR1 or follow-on projects remain subject to definitive agreements, due diligence, approvals and other customary conditions, with no assurance they will be completed.
FingerMotion, Inc. is moving to expand into North American artificial intelligence and high-performance computing infrastructure by agreeing with BlueFlare Energy Solutions to enter a largely non-binding Memorandum of Understanding for developing behind-the-meter, natural-gas-powered AI compute sites across Alberta, British Columbia and Saskatchewan.
Under the contemplated framework, BlueFlare would be the primary partner across the full project lifecycle, from site origination and permitting through engineering, construction, commissioning and operations, including deployment of its BALA™ load-following platform to manage AI inference workloads and co-located bitcoin mining as a secondary, load-balancing use.
Certain provisions, including exclusivity in favor of BlueFlare within the Territory, anti-circumvention, confidentiality and dispute resolution, are intended to be binding once the MOU is executed, while commercial terms remain subject to future definitive agreements for individual sites.
FingerMotion, Inc. plans to expand its infrastructure strategy by developing modular, AI-focused edge computing facilities aimed at localized artificial intelligence processing and inference workloads. The initiative builds on its existing telecommunications and technology platform operations and is described as a long-term extension of its infrastructure and data services roadmap.
Management highlights a focus on edge-based AI inference rather than hyperscale cloud data centers, using modular, self-contained compute units that can be deployed incrementally by region and customer demand. The proposed facilities are designed to support real-time or near real-time workloads where latency and bandwidth efficiency are important.
The company also outlines a modular data center architecture powered by localized micro-grid energy systems, which it believes may shorten deployment timelines and improve operational flexibility and energy efficiency. FingerMotion expects this edge infrastructure strategy to complement its broader technology ecosystem and create opportunities for recurring infrastructure-related revenue streams.
FingerMotion, Inc. outlined a strategic evolution aimed at building a more diversified, long-term growth platform. Management plans to phase in this direction over future fiscal periods while keeping its telecommunications, platform, and technology businesses as the foundation of the company.
The strategy includes exploring opportunities in artificial intelligence and high‑performance computing related sectors and seeking to grow revenue from markets outside Asia. FingerMotion emphasized that no definitive agreements have been signed and that any new initiatives or geographic expansion will depend on market conditions, financing, regulatory factors, and ongoing evaluation.
FingerMotion, Inc. reported its financial results for the fiscal year ended February 28, 2026, highlighting weaker performance in its core telecommunications business. Management said lower transaction activity led to reduced revenue and gross profit for the year.
The company responded by cutting costs while still funding key growth initiatives across its Marketplace Platform, Sapientus, and C2 projects. General and administrative expenses fell by $1,396,351, or 22%, mainly from lower salaries, travel, entertainment, accounting, and consulting costs. Marketing expenses declined by $193,061, or 70%, and research and development expenses decreased by $220,842, or 35%, largely due to reduced personnel-related spending.
FingerMotion’s strategy centers on strengthening its telecommunications operations in China, improving operational efficiency, and carefully allocating capital, while also evaluating selected international markets to build a more diversified business portfolio over time.
FingerMotion, Inc. reports on a China-focused, technology-enabled platform business spanning mobile recharge and payments, enterprise messaging, marketplace and commerce solutions, data analytics under its Sapientus brand, and an advanced C2 command-and-communication platform.
Operations in the PRC largely rely on a variable interest entity structure, which provides contractual control but not direct equity ownership, exposing investors to legal and regulatory uncertainty if Chinese authorities challenge VIE arrangements or tighten rules on overseas listings. The filing highlights evolving PRC oversight of data security and overseas offerings, including the CSRC’s Overseas Listing Trial Measures and HFCAA-related auditing rules.
The company remains in a growth and investment phase, emphasizing higher-margin analytics and platform offerings while depending heavily on major telecom partners China Mobile and China Unicom for a substantial portion of revenue. It reports recurring net losses and an accumulated deficit, has never paid dividends, and states that it currently plans to retain earnings to fund operations and expansion.