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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
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
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 |
