[8-K] FingerMotion, Inc. Reports Material Event

Rhea-AI Filing Summary

FingerMotion, Inc. reported a private placement and a planned warrant dividend. On November 14, 2025, the company issued 190,000 shares of common stock at $1.50 per share to one individual in an offshore transaction under Regulation S, raising gross proceeds of $285,000. On November 17, 2025, the board preliminarily approved a dividend in kind of warrants to purchase common shares for existing common stockholders. The specific warrant terms and the record and payment dates will be set by a later board resolution. FingerMotion intends to file a Form S-3 registration statement to register the dividend warrants and underlying common shares and to apply for their listing on the Nasdaq Capital Market, with the dividend declaration expected after completion of the SEC review process, subject to market and other conditions.

Insights

Capital markets and corporate actions analyst

FingerMotion raises modest capital and signals a future warrant dividend, pending SEC review.

FingerMotion, Inc. issued 190,000 common shares at $1.50 per share in a private placement, generating gross proceeds of $285,000. The transaction relied on Regulation S for offshore offerings, indicating the new capital came from a non-U.S. investor and did not require immediate SEC registration.

The board also preliminarily approved a dividend in kind of warrants to purchase common shares for current common stockholders. The filing states that warrant terms and the record and payment dates will be fixed by further board resolution and that the warrant dividend is expected only after SEC review of a planned Form S-3 registration statement, subject to market and other conditions.

The company intends to register the dividend warrants and underlying common shares and to seek their listing on the Nasdaq Capital Market. Actual impact for stockholders will depend on the final warrant terms and the timing of the SEC review and subsequent board actions as described for November 2025.

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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

November 14, 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 3 – SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities

On November 14, 2025, FingerMotion, Inc. (the “Company”) issued 190,000 shares of common stock at a price of $1.50 per share to one individual due to the closing of a private placement for gross proceeds of $285,000. 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 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On November 17, 2025, FingerMotion, Inc. (the “Company” or “FingerMotion”) issued a news release to announce that the Company’s Board of Directors has preliminarily approved a dividend in kind (the “Dividend”) of warrants (each, a “Dividend Warrant”) to purchase shares of the Company’s common stock (each, a “Common Share”) to holders of the Company’s common stock.

The terms of the Dividend Warrants, and the record and payment dates for the Dividend, will be fixed by further resolution of the Board of Directors. The Dividend Warrants are anticipated to be created and allotted pursuant to a warrant agreement to be entered into between FingerMotion and a suitably qualified institutional warrant agent. The Company intends to file a registration statement on Form S-3 with the United States Securities and Exchange Commission (the “SEC”) for the purpose of registering the Dividend Warrants and the underlying Common Shares under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and to apply to The Nasdaq Stock Market LLC for the listing of the Dividend Warrants and the underlying Common Shares on the Nasdaq Capital Market. The declaration of the Dividend is expected to take place after the SEC completes its review process, subject to market and other conditions.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the U.S. Securities Act. This announcement is being issued in accordance with Rule 135 under the U.S. Securities Act.

A copy of the news release is attached as Exhibit 99.1 hereto.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
99.1		News Release dated November 17, 2025
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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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:  November 17, 2025	By:	/s/ Martin J. Shen
		Martin J. Shen CEO and Director

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FAQ

What capital raise did FingerMotion (FNGR) announce in this 8-K?

FingerMotion issued 190,000 shares of common stock at $1.50 per share in a private placement on November 14, 2025, generating $285,000 in gross proceeds.

How were the new FingerMotion shares issued from a regulatory standpoint?

The new common shares were issued in an offshore transaction relying on Rule 903(b) of Regulation S under the U.S. Securities Act of 1933.

What dividend did FingerMotions board preliminarily approve?

The board preliminarily approved a dividend in kind of warrants

Have the terms of the FingerMotion dividend warrants been finalized?

No. The filing states that the terms of the Dividend Warrantsrecord and payment datesfuture board resolution.

What SEC filing does FingerMotion plan in connection with the warrant dividend?

FingerMotion intends to file a registration statement on Form S-3 to register the Dividend Warrants and the underlying common shares under the U.S. Securities Act of 1933.

Will the FingerMotion dividend warrants be listed on an exchange?

The company plans to apply to The Nasdaq Stock Market LLC for the listing of the Dividend Warrants and the underlying common shares on the Nasdaq Capital Market.

When is the FingerMotion warrant dividend expected to be declared?

The filing states that the declaration of the Dividend is expected to take place after the SEC completes its review process, and it is subject to market and other conditions.