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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
September 30, 2025
Date of Report (Date of earliest event reported)
FINGERMOTION, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41187 |
|
46-4600326 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
111 Somerset Road,
Level 3
Singapore |
|
238164 |
| (Address of principal executive offices) |
|
(Zip Code) |
(347) 349-5339
Registrant’s telephone number, including area code
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
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 |
| Common Stock |
FNGR |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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. ¨
SECTION 1 – REGISTRANT’S BUSINESS
AND OPERATIONS
Item 1.01 Entry into a Material Definitive
Agreement.
On September 30, 2025, FingerMotion, Inc. (the
“Company”), its indirect wholly owned subsidiary, Shanghai JiuGe Business Management Co., Ltd. (“JiuGe Management”),
and Shanghai Jihaohe Information Technology Co., Ltd. (“Shanghai Jihaohe”), entered into an asset purchase agreement
(the “Asset Purchase Agreement”) pursuant to which the Company caused JiuGe Management to acquire all of the intellectual
property (including, without limitation, all of the inventions, software in source code or object code, trademarks, copyrights and trade
secrets) underpinning the Company’s DaGe platform, in consideration of the issuance by the Company to Shanghai Jiahaohe of 1,500,000
shares of common stock in the capital of the Company. The Asset Purchase Agreement closed on October 2, 2025, and the Company issued the
1,500,000 shares of common stock to Shanghai Jihaohe at a deemed issuance price of $1.57 per share.
The foregoing summary of the Asset Purchase Agreement
does not purport to be complete and is subject to, and qualified in its entirety by, the copy of the Asset Purchase Agreement attached
as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
SECTION 2 – FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition
of Assets.
The information set forth under Item 1.01 of this
Current Report on Form 8-K with respect to the Asset Purchase Agreement is responsive to and incorporated by reference into this Item
2.01.
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities.
On October 2, 2025, the Company issued 1,500,000
fully paid and non-assessable shares of common stock at a deemed issuance price of $1.57 per share to Shanghai Jihaohe pursuant to the
closing of the Asset Purchase Agreement. The Company relied upon the exclusion from the registration requirements of the United States
Securities Act of 1933, as amended (the “Securities Act”), for offshore transactions provided by Rule 903(b) of Regulation
S promulgated under the Securities Act for the issuance of such shares.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 |
Financial Statements and Exhibits |
| |
|
| (d) |
Exhibits |
| Exhibit |
|
Description |
| |
|
|
| 10.1† |
|
Asset Purchase Agreement, dated September 30, 2025, by and between Shanghai Jihaohe Information Technology Co., Ltd., FingerMotion, Inc. and Shanghai JiuGe Business Management Co., Ltd. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
(†) Portions of this exhibit have been
omitted as they are both not material and are of the type of information that the registrant treats as private or confidential. The registrant
agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
SIGNATURES
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.
| |
FINGERMOTION, INC. |
| |
|
|
| DATE: October 6, 2025 |
By: |
/s/ Martin J. Shen |
| |
|
Martin J. Shen
CEO and Director |
