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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
12, 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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
August 16, 2026 (the “Agreement Date”), FingerMotion, Inc., a Delaware corporation (the “Company”),
entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”),
pursuant to which the Company issued to the Investor a senior secured convertible note (the “Note”) with an original
principal amount of $5,000,000 and an original issue discount of $700,000. The Note bears no interest (except upon an event of default)
and, unless earlier converted or redeemed, will mature on the first anniversary of the closing date under the Agreement (the “Closing
Date”). At closing, the Company will receive $4,300,000, of which $1.3 million will be immediately available to the Company
and the remaining $3.3 million will be held in a DACA account in the name of the Company to be released upon meeting certain release
conditions as set forth in the Purchase Agreement.
The
Note is convertible, at any time at the Investor’s option, into shares of the Company’s common stock, par value $0.0001 per
share (the “Common Stock” and such shares issuable upon conversion, the “Conversion Shares”), at
an initial fixed conversion price of $0.35 per share (the “Fixed Conversion Price”), which is subject to adjustment
for stock splits, stock dividends, stock combinations, recapitalizations, and other customary events. In addition, during each monthly
period specified in the Note (each, a “Monthly Redemption Conversion Period”), the Investor may convert up to the
remaining principal amount of the Note (plus all accrued and unpaid amounts thereon) at a “Redemption Conversion Price” equal
to the lower of (i) the Fixed Conversion Price then in effect and (ii) 90% of the lowest daily volume-weighted average price of the Common
Stock during the seven consecutive trading days ending on and including the applicable date of conversion or the first trading day of
the applicable Monthly Redemption Conversion Period, in each case subject to a floor price (the “Floor Price”) initially
set at 20% of the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635) on the trading day prior to the date of the Purchase
Agreement, which resets automatically every six months. If the Company is unable to issue Conversion Shares due to the exchange cap described
below or if a Floor Price condition exists, the Investor may require the Company to satisfy the applicable monthly conversion amount
in cash at a 7.5% premium.
The
Note includes customary events of default, including, without limitation (and, where applicable, subject to any cure periods set forth
in the Note):
| |
● |
suspension
of trading of the Company’s Common Stock on Nasdaq; |
| |
|
|
| |
● |
the
Company’s failure to timely deliver freely tradable Conversion Shares; |
| |
|
|
| |
● |
the
Company’s failure to maintain the required share reserve for the Note; |
| |
|
|
| |
● |
any
payment default under the Note or related transaction documents; |
| |
|
|
| |
● |
acceleration
of $500,000 or more of the Company’s (or any subsidiary’s) other indebtedness; |
| |
|
|
| |
● |
the
Company’s bankruptcy, insolvency, or liquidation (whether voluntary or involuntary); |
| |
|
|
| |
● |
entry
of a final judgment for the payment of money in excess of $500,000 against the Company or any subsidiary; |
| |
|
|
| |
● |
breaches
of representations, warranties, or covenants in the Note or any other transaction documents; |
| |
|
|
| |
● |
any
failure of the resale registration statement to be timely filed, declared effective, or maintained in accordance with the Registration
Rights Agreement (as defined below); |
| |
|
|
| |
● |
any
security document failing or ceasing to create a valid and perfected first-priority lien on the collateral; and |
| |
|
|
| |
● |
failure
by the Company to maintain minimum cash covenant. |
If
an event of default occurs and is continuing, the Note shall become due and payable, at the Investor’s election, in cash at an
amount equal to 125% of all the outstanding principal amount of the Note, accrued and unpaid interest, and any other unpaid amounts (collectively,
the “Outstanding Value”). Upon the occurrence and continuation of an event of default, default interest shall accrue
at an annual rate of 12%.
The
Note also contains additional conversion, redemption, and put mechanics, including (i) an optional redemption right in favor of the Company,
exercisable after 40 trading days following the effective date of the initial resale registration statement, at a price equal to 115%
of the Outstanding Value of the Note, (ii) a change of control put right entitling the Investor to require redemption of the Outstanding
Value under the Note at a premium upon the occurrence of a change of control transaction, and (iii) a subsequent placement redemption
right entitling the Investor to require the Company to apply up to 30% of the gross proceeds of such subsequent placement to redeem at
a price equal to 115% of the Outstanding Value being redeemed, in each case subject to the terms and conditions set forth in the Note.
The
Purchase Agreement contains customary representations, warranties, and agreements of the Company and the Investor, and customary indemnification
rights and obligations of the parties. The Company has agreed to seek stockholder approval for the issuance of Conversion Shares in excess
of 19.99% of the outstanding shares of Common Stock as of the date of the Purchase Agreement. Absent such approval (or an opinion of
outside counsel that stockholder approval is not required), the Company may not issue Conversion Shares in excess of 12,256,260 shares
in the aggregate (the “Exchange Cap”). Conversions are also subject to a 9.99% beneficial ownership limitation.
In
addition, the Company is issuing the Investor a Warrant exercisable into 4,092,993 shares of Company common stock (the “Warrant
Shares”). The Warrant carries a five year term and is subject to a price adjustment should the Company issue securities below
the exercise price of the warrant which is the fixed conversion price of the Note. The Warrant and the Warrant Shares will be issued
in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
In
connection with the Purchase Agreement, the Company entered into a registration rights agreement with the Investor (the “Registration
Rights Agreement”), pursuant to which the Company has agreed to file a resale registration statement to register for resale
a number of shares of Common Stock equal to 150 % of the maximum number of Conversion Shares issuable upon conversion of the Note (subject
to adjustment under the Registration Rights Agreement) and 100% of the number of Warrant Shares issuable upon exercise of the Warrant
(subject to adjustment under the Registration Rights Agreement) no later than 15 calendar days after the date of the Registration Rights
Agreement, and to use best efforts to cause such registration statement to be declared effective within the effectiveness deadlines specified
thereunder.
The
Company also entered into a security agreement with the Investor (the “Security Agreement”), pursuant to which the
Company granted to the Investor, acting as collateral agent, a first-priority security interest in substantially all of the Company’s
personal property assets, subject to customary permitted liens and excluded assets, as set forth in the Security Agreement.
The
foregoing descriptions of the Purchase Agreement, the Note, the Warrant, the Registration Rights Agreement and the Security Agreement
are not complete and are subject to, and qualified in their entirety by reference to the full text of the Purchase Agreement, the Note,
the Registration Rights Agreement and the Security Agreement, copies of which are attached as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5,
respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
disclosure set forth above under Item 1.01 with respect to the Note is incorporated by reference into this Item 2.03.
Item
3.02 Unregistered Sale of Equity Securities
Reference
is made to the disclosure set forth under Item 1.01 supra and under Item 8.01 infra, which disclosure is incorporated herein by reference.
The
Note and Warrants were, and the Conversion Shares and Warrant Shares will be, issued in a transaction exempt from the registration
requirements under the U.S. Securities Act in reliance on the exemption provided by Section 4(a)(2) thereof and Rule 506(b) of Regulation
D thereunder. The Investor has represented that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D, and is acquiring the securities described herein for investment only and not with a view towards, or for resale in connection
with, the public sale or distribution thereof.
See
Section 8.01 below for the shares of Company common stock issued in the acquisition of Lyken (as defined below).
ITEM
5.02 RESIGNATION OF AN OFFICER; APPOINTMENT OF AN OFFICER
The
Company appointed Chris Polimeni as Chief Financial Officer, effective August 17, 2026. Mr. Polimeni succeeds Lee Yew Hon, whose
resignation as Chief Financial Officer was accepted by the Board of Directors.
About
Chris Polimeni
Chris
Polimeni is an accomplished financial executive with more than 35 years of experience driving financial strategy and operational efficiency
at both public and private companies across publishing, distribution, waste management, and technology. He brings deep expertise in mergers
and acquisitions, capital raising across debt and equity markets, SEC reporting, contract negotiations, revenue recognition, auditing,
financial planning and analysis, treasury management, taxation, and ERP implementation.
A
results-driven leader, Mr. Polimeni combines strong analytical skills with a proven ability to structure complex financial transactions
and advance strategic growth initiatives. Most recently, he served as Chief Financial Officer of Avax One Technology Ltd. Since 2020,
he has also served as President and Chief Executive Officer of Polimeni & Associates, Inc. He holds a Bachelor of Business Administration
in Accounting and Management Information Systems from Hofstra University.
Compensation
of Executive Officers
Both
Jolie Kahn, as Chief Executive Officer, and Chris Polimeni, as Chief Financial Officer, are to be compensated at the rate of $30,000
each per month until such time as the Company’s Compensation Committee is able to meet and determine executive compensation agreements
for both, which is expected to occur imminently.
ITEM
8.01 OTHER INFORMATION
The
Company entered into a share purchase agreement dated August 12, 2026 (the “Agreement”) with Alset AI Ventures Inc. and Lyken
AI Computing Inc., operating as Lyken.AI (“Lyken”), pursuant to which it acquired 99,000 common shares of Lyken from Alset
AI, representing 9.9% of Lyken’s 1,000,000 issued and outstanding common shares immediately prior to closing, for a purchase price
of $500,000 payable solely in common stock of the Company (the “Transaction”) at a price per share of $0.2990 ($0.01 per
share above the closing price on August 12, 2026 of $0.2890 per share), which is 1,674,480 shares of its Common Stock. Final closing
of the transaction was subject to approval of the TSXV on behalf of Alset AI, which occurred on August 14, 2026, on which date the transaction
closed. The shares of common stock of the Company were issued in a transaction exempt from registration under Section 4(a)(2) of the
Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits
| Exhibit |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Note |
| 10.3 |
|
Form of Warrant |
10.4 |
|
Form of Registration Rights Agreement |
| 10.5 |
|
Form of Security Agreement |
| 10.6 |
|
Lyken Purchase Agreement, dated August 12, 2026 |
| 99.1 |
|
Press Release dated August 17, 2026 |
| 99.2 |
|
Press Release dated August 17, 2026 |
| 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:
August 17, 2026 |
By: |
/s/
Jolie Kahn |
| |
|
Jolie
Kahn |
| |
|
CEO
and Director |
Exhibit
99.1
FingerMotion
Completes Acquisition of 9.9% Interest in Lyken AI Computing
Transaction
Closes Following TSX Venture Exchange Approval; FingerMotion Formally Enters the Enterprise AI Compute Market
WEST
PALM BEACH, FL / ACCESS Newswire / August 17, 2026 / FingerMotion, Inc. (Nasdaq: FNGR) (“FingerMotion” or the “Company”),
a mobile data and telecommunications services company, today announced the completion of its previously announced acquisition of a 9.9%
interest in Lyken AI Computing Inc., operating as Lyken.AI (“Lyken”), from Alset AI Ventures Inc. (TSXV: GPUS) (“Alset
AI”).
The
transaction, announced on August 13, 2026, has closed following receipt of TSX Venture Exchange approval. FingerMotion has acquired 99,000
common shares of Lyken, representing 9.9% of Lyken’s issued and outstanding common shares, in consideration for the issuance of
1,674,480 restricted common shares of FingerMotion. No cash consideration was payable at closing. Alset AI retains 90.1% of Lyken.
“The
Lyken transaction connects FingerMotion with a pipeline of prospective enterprise clients in what remains the most underserved segment
of the data center market,” said Jolie Kahn, CEO of FingerMotion, Inc. “Enterprise customers can fall between traditional
retail colocation and hyperscale providers, particularly when they require specialized compute configurations and support. This investment
gives FingerMotion a meaningful starting point for addressing that underserved demand as we grow our data center strategy.”
“We’re
thrilled to be closing this transaction, which adds a strategically aligned Nasdaq-listed shareholder to our Lyken business,” said
Adam Ingrao, Chief Executive Officer of Alset AI. “We look forward to working in partnership with the team at FingerMotion, building
on Lyken’s vendor ecosystem, enterprise traction and cloud compute opportunity pipeline.”
The
completed transaction marks FingerMotion’s formal entry into the enterprise computing market and is the first step in a broader
strategy to build a recurring-revenue enterprise compute franchise alongside the Company’s existing mobile data and telecommunications
operations. The Company intends to pursue enterprise compute as a distinct and scalable line of business, with the objective of moving
from an initial minority position toward a larger participation in Lyken and in the underlying infrastructure that supports it, subject
to commercial performance, capital availability and applicable regulatory requirements.
About
FingerMotion, Inc.
FingerMotion
is a technology company serving a growing base of users across the mobile payment, recharge, and data-analytics markets in the People’s
Republic of China. The Company continues to develop new tools and services for those users, with the long-term objective of expanding
that base organically into a large and highly engaged community — scale the Company believes will support relationships with larger,
higher-value customers over time. The Company also evaluates emerging technologies for adjacent opportunities.
FingerMotion
is extending that strategy into the enterprise AI and cloud compute market through its equity position in Lyken AI Computing Inc. Under
the terms of the transaction, the Company may increase that position over time, subject to the conditions set out in the definitive agreements.
About
Lyken.AI
Lyken.AI
is Alset AI’s cloud compute business, providing access to outsourced cloud compute server capacity and related technical coordination
and support services. Lyken is developing an integrated offering spanning compute infrastructure, secure storage, private low-latency
networking and enterprise deployment support. For more information, please visit www.lyken.ai.
About
Alset AI Ventures Inc.
Alset
AI is an AI-focused venture investment platform dedicated to sourcing, funding, and developing companies across the artificial intelligence
value chain. The Company seeks to provide investors with diversified exposure to emerging applications and infrastructure that enable
advancements in AI technologies.
Investor
and Media Contact
FingerMotion,
Inc.
Investor
Relations
E:
ir@fingermotion.com
W:
www.fingermotion.com
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, and is intended to be covered by the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Company’s
strategy for the enterprise computing market; the Company’s intention to expand its participation in Lyken or in related infrastructure
over time; the intended scope, components, delivery model and competitive positioning of the Company’s enterprise compute offering;
expected access to capacity, vendors, data centers, connectivity and power; anticipated go-to-market activity, customer demand, pipeline
conversion and revenue; expectations regarding cost of power and delivered compute economics; and the expected strategic relationship
among FingerMotion, Lyken and Alset AI.
Forward-looking
statements are typically identified by words such as “will”, “intend”, “anticipate”, “expect”,
“believe”, “plan”, “potential”, “project”, “estimate”, “target”,
“continue”, “position”, “may”, “might”, “could” and “should”.
These statements are predictions based on assumptions, including that the Company will be able to identify, contract and deliver commercially
viable enterprise compute offerings; that Lyken will maintain access to vendors, infrastructure, power and customers; and that general
economic, capital-market, technology and regulatory conditions will not change materially.
Forward-looking
statements are not guarantees of future performance. Actual results could differ materially due to risks and uncertainties including
the Company’s limited operating history in enterprise computing; competition from hyperscale and specialized compute providers;
GPU, data-center, power and supply-chain constraints; inability to convert pipeline opportunities into binding contracts; customer non-renewal,
termination or delayed purchasing decisions; pricing pressure and rapid technological change; the availability and cost of capital required
to expand the Company’s participation in Lyken or in related infrastructure; restrictions on the issuance, listing, transfer or
resale of securities; fluctuations in FingerMotion’s share price or foreign-exchange rates; third-party consent and confidentiality
limitations; and different accounting or tax outcomes than expected. This list is not exhaustive.
Additional
information concerning these and other risk factors is contained in FingerMotion’s most recent Annual Report on Form 10-K and subsequent
filings with the U.S. Securities and Exchange Commission, available at www.sec.gov. All forward-looking statements are expressly qualified
by these cautionary statements and are made as of the date of this press release. FingerMotion undertakes no obligation to update or
revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable
law.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
SOURCE:
FingerMotion, Inc.
Exhibit 99.2
FingerMotion,
Inc. Appoints Chris Polimeni as Chief Financial Officer
WEST
PALM BEACH, FL / GLOBENEWSWIRE / August 17, 2026 / FingerMotion, Inc. (Nasdaq: FNGR) (“FingerMotion” or the “Company”),
a mobile data and telecommunications services company, today announced the appointment of Chris Polimeni as Chief Financial Officer,
effective August 17, 2026. Mr. Polimeni succeeds Lee Yew Hon, whose resignation as Chief Financial Officer was accepted by the
Board of Directors.
The
appointment follows FingerMotion’s announcement earlier today of the completed acquisition of a 9.9% interest in Lyken AI Computing
Inc., marking the Company’s formal entry into the enterprise AI compute market.
“Chris
has spent more than three decades doing precisely what this next phase of the Company requires — structuring transactions, managing
capital, and building the financial discipline that lets a business grow without losing control of it,” said Jolie Kahn, Chief
Executive Officer of FingerMotion. “We are entering the enterprise compute market from a standing start, and that is a capital-intensive
undertaking. Chris has done this work before, at public companies, through cycles.”
“I
want to thank Lee Yew Hon for his service,” Ms. Kahn added. “He joined FingerMotion when it was still an OTC-quoted company
and helped guide it to a Nasdaq listing. That is a genuine achievement and the Company is better for it.”
“FingerMotion
has an operating business that already generates real revenue and a credible path into one of the most capital-intensive markets in technology,”
said Mr. Polimeni. “Those two things together are rarer than they sound. My focus will be on making sure the balance sheet, financial
reporting, and capital structure can support the Company’s growth plans.”
About
Chris Polimeni
Chris
Polimeni is an accomplished financial executive with more than 35 years of experience driving financial strategy and operational efficiency
at both public and private companies across publishing, distribution, waste management, and technology. He brings deep expertise in mergers
and acquisitions, capital raising across debt and equity markets, SEC reporting, contract negotiations, revenue recognition, auditing,
financial planning and analysis, treasury management, taxation, and ERP implementation.
A
results-driven leader, Mr. Polimeni combines strong analytical skills with a proven ability to structure complex financial transactions
and advance strategic growth initiatives. Most recently, he served as Chief Financial Officer of Avax One Technology Ltd. Since 2020,
he has also served as President and Chief Executive Officer of Polimeni & Associates, Inc. He holds a Bachelor of Business Administration
in Accounting and Management Information Systems from Hofstra University.
About
FingerMotion, Inc.
FingerMotion
is a technology company serving a growing base of users across the mobile payment, recharge, and data-analytics markets in the People’s
Republic of China. The Company continues to develop new tools and services for those users, with the long-term objective of expanding
that base organically into a large and highly engaged community — scale the Company believes will support relationships with larger,
higher-value customers over time. The Company also evaluates emerging technologies for adjacent opportunities.
FingerMotion
is extending that strategy into the enterprise AI and cloud compute market through its equity position in Lyken AI Computing Inc. Under
the terms of the transaction, the Company may increase that position over time, subject to the conditions set out in the definitive agreements.
Investor
and Media Contact
FingerMotion,
Inc.
Investor
Relations
E:
ir@fingermotion.com
W:
www.fingermotion.com
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, and is intended to be covered by the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the anticipated
contributions of the Company’s new Chief Financial Officer, the Company’s financial reporting, capital structure and treasury
management, and the Company’s strategy for the enterprise computing market.
Forward-looking
statements are typically identified by words such as “will”, “intend”, “anticipate”, “expect”,
“believe”, “plan”, “potential”, “project”, “estimate”, “target”,
“continue”, “position”, “may”, “might”, “could” and “should”.
These statements are predictions based on current assumptions and are not guarantees of future performance. Actual results could differ
materially due to risks and uncertainties affecting the Company’s business, including those described in the Company’s most
recent Annual Report on Form 10-K and subsequent filings with the U.S. Securities and Exchange Commission, available at www.sec.gov.
All
forward-looking statements are expressly qualified by these cautionary statements and are made as of the date of this press release.
FingerMotion undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future
events or otherwise, except as required by applicable law.
SOURCE:
FingerMotion, Inc.
