false
0001602409
false
false
false
false
0001602409
2026-06-30
2026-07-02
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
June 30, 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 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 3 – SECURITIES AND TRADING
MARKETS
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On June 30, 2026, FingerMotion, Inc. (the “Company”)
received a deficiency letter (the “Deficiency Letter”) from the Nasdaq Listing Qualifications Department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last thirty (30) consecutive business
days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing
on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The
Deficiency Letter has no immediate effect on the listing of the Company’s common stock, and the Company’s common stock will
continue to trade on The Nasdaq Capital Market under the symbol “FNGR” at this time.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been given one hundred and eighty (180) calendar days, or until December 28, 2026 (the “Compliance Date”),
to regain compliance with the Minimum Bid Price Requirement. If at any time before the Compliance Date, the bid price of the Company’s
common stock closes at $1.00 per share or more for a minimum of ten (10) consecutive business days, unless the Staff exercises its discretion
to extend this ten (10) day period as provided in Nasdaq Listing Rule 5810(c)(3)(H), the Staff will provide written confirmation that
the Company has achieved compliance. If the Company elects to implement a reverse stock split in order to regain compliance during the
initial compliance period, it must complete such reverse stock split no later than ten (10) business days prior to the Compliance Date.
If the Company does not regain compliance with
the Minimum Bid Price Requirement by the Compliance Date, the Company may be afforded a second one hundred and eighty (180) calendar day
period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly
held shares and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement. In addition,
the Company would be required to notify Nasdaq of its intent to cure the minimum bid price deficiency, which may include, if necessary,
implementing a reverse stock split.
If the Company cannot regain compliance during
such compliance period or any subsequently granted compliance period, the Staff will provide a written notification to the Company that
its securities are subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Hearings
Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals
the delisting determination by the Staff to the Panel, such appeal would be successful.
The Company intends to monitor the closing
bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement.
However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will
otherwise be in compliance with other Nasdaq Listing Rules.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit |
Description |
| 104 |
Cover Page Interactive Data File (the cover page XBRL tags are 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: July 2, 2026 |
By: /s/ Martin J. Shen
Martin J. Shen
CEO and Director
|
| |
|
