FingerMotion raises $4M in stock, warrant deal

Q: How much capital did FingerMotion (FNGR) raise in this transaction?

FingerMotion reports approximately $4.0 million in net proceeds from the offering, after estimated offering expenses payable by the company, generated from sales of common stock and Pre-funded Warrants under its Form S-3 shelf registration.

Q: What are the key terms of FingerMotion’s (FNGR) Pre-funded Warrants?

Each Pre-funded Warrant is exercisable for one share of common stock, sold at $0.2399 with an exercise price of $0.0001 per share. The warrants are immediately exercisable and will expire when exercised in full.

Q: How will FingerMotion (FNGR) use the net proceeds from the offering?

FingerMotion intends to use the approximately $4.0 million in net proceeds from the offering for general corporate and working capital purposes, according to its disclosure.

Q: What happened to FingerMotion’s (FNGR) at-the-market sales agreement?

As of August 31, 2026, FingerMotion confirmed it has terminated its at-the-market issuance sales agreement with R.F. Lafferty & Co., Inc., which was originally dated October 23, 2025.

FingerMotion raises about $4 million through a registered direct offering and simultaneously ends its prior at-the-market sales agreement.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

FingerMotion, Inc. (FNGR) entered into a securities purchase agreement with an institutional investor for a registered direct offering of 3,958,055 shares of common stock at $0.24 per share and Pre-funded Warrants to purchase 12,708,611 shares of common stock. Each Pre-funded Warrant was sold at $0.2399, is immediately exercisable for one share of common stock at an exercise price of $0.0001 per share, and remains outstanding until exercised in full. The company reports approximately $4.0 million in net proceeds, to be used for general corporate and working capital purposes, under its effective Form S-3 shelf registration. FingerMotion also confirmed that, as of August 31, 2026, it terminated its at-the-market issuance sales agreement with R.F. Lafferty & Co., Inc., originally dated October 23, 2025.

Filing Explained

Existing holders face immediate dilution from 3,958,055 issued shares and possible further dilution from 12,708,611 immediately exercisable warrants.

The August 31 offering is partly completed: 3,958,055 common shares were issued, while 12,708,611 additional shares remain conditional on exercise of the issued pre-funded warrants, creating immediate and potential further dilution for existing holders.

Each warrant was sold for $0.2399, near the $0.24 common-share price, and carries a $0.0001 exercise price; the warrants were used in lieu of shares where the purchaser would otherwise exceed 4.99% beneficial ownership.

The offering's approximately $4.0 million net proceeds are intended for general corporate and working capital purposes; in the latest reported quarter ended May 31, 2026, cash and equivalents were $987,391, equal to 38.7 days of that quarter's operating cash use.

The warrants expire when exercised in full, so the 12,708,611-share issuance is a future conditional step rather than shares already issued.

Sources and calculations

FingerMotion Form 8-K (2026-08-31)
Dilution definition (undated)
Pre-funded warrant definition (undated)
FingerMotion latest quarterly fundamentals (2027Q1)

Available liquidity against the last reported quarterly operating outflow, in days at that rate $987,391 / ($2,345,654 / 92) = 38.7 days

8-K Event Classification

3 items: 1.01, 1.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares offered: 3,958,055 shares Common share offering price: $0.24 per share Pre-funded Warrants offered: 12,708,611 warrants +4 more

7 metrics

Common shares offered 3,958,055 shares Registered direct offering to an institutional investor

Common share offering price $0.24 per share Purchase price for common stock in the offering

Pre-funded Warrants offered 12,708,611 warrants Pre-funded Warrants to purchase common stock issued in the offering

Pre-funded Warrant sale price $0.2399 per warrant Equal to common share price minus $0.0001 par value

Pre-funded Warrant exercise price $0.0001 per share Exercise price per share of common stock underlying each Pre-funded Warrant

Net proceeds $4.0 million Approximate net proceeds from the offering after estimated expenses

ATM agreement termination date August 31, 2026 Date the at-the-market issuance sales agreement with R.F. Lafferty & Co., Inc. was confirmed terminated

Key Terms

registered direct offering, Pre-funded Warrants, beneficially owning, Registration Statement on Form S-3, +1 more

5 terms

registered direct offering financial

"provides for the issuance and sale, in a registered direct offering by the Company"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

Pre-funded Warrants financial

"Pre-funded Warrants to purchase 12,708,611 shares of its Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficially owning regulatory

"would otherwise result in the purchaser ... beneficially owning more than 4.99%"

Beneficially owning a security means you have the economic rights and practical power over shares even if they’re held in another name—you can receive dividends, sell the shares, or direct how they’re voted. Think of it like renting a car: you may not hold the title, but you control and use it. For investors, beneficial ownership reveals who actually controls or benefits from a company’s stock and is used in regulatory disclosure and voting calculations.

Registration Statement on Form S-3 regulatory

"The Securities were offered and sold pursuant to the Registration Statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

at-the-market issuance sales agreement financial

"it has terminated its at-the-market issuance sales agreement with R.F. Lafferty & Co., Inc."

An at-the-market issuance sales agreement lets a company sell newly created shares directly into the public market at the current market price through a broker, on an ongoing basis rather than in one large deal. For investors, it matters because it can provide the company with flexible cash like adding fuel a little at a time, but it can also reduce each existing share’s ownership percentage and put downward pressure on the stock if sales are large.

Offering Details

shelf · $4.0 million net proceeds

Offering

Offering Type shelf

Securities Offered Common Stock and Pre-funded Warrants

Offering Amount $4.0 million net proceeds

Use of Proceeds General corporate and working capital purposes

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FingerMotion (FNGR) announce regarding a new securities offering?

FingerMotion entered into a securities purchase agreement with an institutional investor for a registered direct offering of 3,958,055 common shares at $0.24 per share and Pre-funded Warrants to purchase 12,708,611 additional shares.

How much capital did FingerMotion (FNGR) raise in this transaction?

FingerMotion reports approximately $4.0 million in net proceeds from the offering, after estimated offering expenses payable by the company, generated from sales of common stock and Pre-funded Warrants under its Form S-3 shelf registration.

What are the key terms of FingerMotion’s (FNGR) Pre-funded Warrants?

Each Pre-funded Warrant is exercisable for one share of common stock, sold at $0.2399 with an exercise price of $0.0001 per share. The warrants are immediately exercisable and will expire when exercised in full.

How will FingerMotion (FNGR) use the net proceeds from the offering?

FingerMotion intends to use the approximately $4.0 million in net proceeds from the offering for general corporate and working capital purposes, according to its disclosure.

What happened to FingerMotion’s (FNGR) at-the-market sales agreement?

As of August 31, 2026, FingerMotion confirmed it has terminated its at-the-market issuance sales agreement with R.F. Lafferty & Co., Inc., which was originally dated October 23, 2025.

Under which registration did FingerMotion (FNGR) conduct this offering?

The securities were offered and sold pursuant to FingerMotion’s Registration Statement on Form S-3 (File No. 333-274456), which was declared effective by the SEC on September 29, 2023, with a related prospectus supplement filed in connection with the offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Available on EDGAR 09/04/2026 - 05:01 PM EDT Accepted by SEC EDGAR 09/04/2026 - 05:00 PM EDT

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

August 31, 2026

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.

As previously reported, on August 31, 2026, FingerMotion, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”), which provides for the issuance and sale, in a registered direct offering by the Company of 3,958,055 shares of its common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $0.24 per share of Common Stock and Pre-funded Warrants (as defined below) to purchase 12,708,611 shares of its Common Stock (the Common Stock and the Pre-funded Warrants being collectively referred to as the “Securities”) (the “Offering”). The Company issued the Common Stock on August 31, 2026.

It also issued to such purchaser whose purchase of shares of our Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s Common Stock 12,708,611 pre-funded warrants (the “Pre-funded Warrants”) to purchase shares of common stock in lieu of shares of common stock. Each Pre-Funded Warrant is exercisable for one share of our common stock and is immediately exercisable and will expire when exercised in full. The purchase price of each Pre-Funded Warrant is $0.2399, which is equal to the price per share of common stock being sold to the public, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share.

The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers, and customary indemnification rights and obligations of the parties.

The Securities were offered and sold pursuant to the Registration Statement on Form S-3 (File No. 333-274456), which was declared effective by the Securities and Exchange Commission on September 29, 2023 (the “Registration Statement”). The Company filed a prospectus supplement to the base prospectus incorporated in the Registration Statement with the SEC on the date hereof in connection with the Offering.

The Company netted proceeds of approximately $4.0 million from the Offering, after deducting the estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general corporate and working capital purposes.

The foregoing summaries of the Purchase Agreement and Pre-funded Warrant do not purport to be complete and are subject to, and qualified in their entirety by, a copy of such document attached as exhibits to a prior Current Report on Form 8-K, also filed on August 31, 2026, which are incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

On August 31, 2026, the Company also confirmed as of that date it has terminated its at-the-market issuance sales agreement with R.F. Lafferty & Co., Inc., originally dated October 23, 2025.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

The following exhibits are being filed herewith:

Exhibit		Description
5.1		Opinion
23.1		Consent (contained in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 4, 2026	By:	/s/ Jolie Kahn
		Jolie Kahn
		CEO and Director

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents