false
0001602409
0001602409
2026-10-06
2026-10-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
Date
of Report (Date of earliest event reported): October 6, 2026
FINGERMOTION,
INC.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-41187 |
|
46-4600326 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 111
Somerset Road, Level 3, Singapore |
|
238164 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (347) 349-5339
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing 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)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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. ☐
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 |
Item
5.07 Submission of Matters to a Vote of Securityholders
On
October 6, 2026, the Company held a special meeting of stockholders (the “Meeting”). As of the record date for the Meeting,
66,485,353 shares of common stock were issued and outstanding. A total of 31,214,430 shares of common stock, constituting a quorum, were
present and accounted for at the Meeting. At the Meeting, the Company’s stockholders voted on the below proposals, in the numbers
set forth:
| PROPOSAL | |
YES | | |
NO | | |
| | |
ABSTAIN | |
| | |
| | |
| | |
| | |
| |
| 1) APPROVE SHARE ISSUANCE UNDER NASDAQ RULE 5635(d) | |
| 71.359 | % | |
| 27.695 | % | |
| | | |
| 0.946 | % |
| | |
| 13,424,888 | | |
| 5,210,401 | | |
| | | |
| 177,902 | |
| | |
| Broker Non-Vote: | | |
| | | |
| 12,401,239 | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| 2) APPROVE INCREASE IN AUTHORIZED SHARES TO 500 MILLION | |
| 67.138 | % | |
| 32.402 | % | |
| | | |
| 0.460 | % |
| | |
| 20,956,785 | | |
| 10,114,034 | | |
| | | |
| 143,611 | |
As
a result, each of Proposal 1 and Proposal 2, which required the affirmative vote of a majority of the shares present in person or represented
by proxy at the Meeting and entitled to vote thereon, was approved by the stockholders.
FORWARD-LOOKING
STATEMENTS
This
Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”)
contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available
to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings
the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”
“plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management
identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject
to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results
of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize,
or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the
United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
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 thereunto duly authorized.
Date:
October 6, 2026
| |
FINGERMOTION,
INC. |
| |
|
| |
By: |
/s/
Jolie Kahn |
| |
Name: |
Jolie
Kahn |
| |
Title: |
Chief
Executive Officer |
