FingerMotion raises $4M in equity offering

FingerMotion, Inc. (FNGR) entered into a securities purchase agreement with an institutional investor for a registered direct offering of its equity.

Rhea-AI Filing Summary

FingerMotion, Inc. (FNGR) entered into a securities purchase agreement with an institutional investor for a registered direct offering of its equity. The company is issuing 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 is immediately exercisable for one share, has an exercise price of $0.0001 per share, and was sold at $0.2399 per warrant, equal to the common share price minus par value.

The transaction is being conducted under FingerMotion’s effective Form S-3 registration statement and will generate approximately $4.0 million in net proceeds after estimated offering expenses. The company states it intends to use these net proceeds for general corporate and working capital purposes. A beneficial ownership limitation of 4.99% applies, so the investor receives Pre-funded Warrants in lieu of common shares to avoid exceeding that threshold.

Filing Explained

The agreed financing is dilutive if completed, but this filing does not establish issuance, warrant exercise, or receipt of proceeds.

The filing records an agreed registered direct offering whose common shares and immediately exercisable pre-funded warrants would increase common-stock exposure and reduce existing holders’ percentage ownership if the shares are issued or warrants exercised; the filing does not establish that those steps or receipt of proceeds have occurred.

The company states that the transaction would produce approximately $4.0 million in net proceeds for general corporate and working capital purposes, but those proceeds remain expected rather than reported cash received.

For scale, FingerMotion had $987,391 of cash and equivalents at May 31, 2026; that balance equals 38.7 days of the last reported quarterly operating cash use.

The filing identifies a prospectus supplement to be filed with the SEC as the next transaction document; the supplied filing does not provide a later closing, issuance, exercise, or proceeds-receipt milestone.

Sources and calculations

• FingerMotion Form 8-K (2026-08-31)
• Dilution definition (2026-07-17)
• Pre-funded warrant definition (2026-07-17)
• FingerMotion latest quarterly fundamentals (2026-05-31)

• 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

2 items: 1.01, 9.01

2 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 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 of common stock Pre-funded Warrants offered: 12,708,611 Pre-funded Warrants Common share purchase price: $0.24 per share of Common Stock +5 more

8 metrics

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

Pre-funded Warrants offered 12,708,611 Pre-funded Warrants Each warrant exercisable for one share of common stock

Common share purchase price $0.24 per share of Common Stock Price in the registered direct offering

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

Pre-funded Warrant exercise price $0.0001 per share Exercise price for each share underlying the Pre-funded Warrants

Net proceeds approximately $4.0 million Net of estimated offering expenses payable by the company

Beneficial ownership limitation 4.99% of the Company’s Common Stock Threshold above which purchaser receives Pre-funded Warrants instead of shares

Form S-3 effectiveness date September 29, 2023 Date the Registration Statement on Form S-3 was declared effective by the SEC

Key Terms

registered direct offering, Pre-funded Warrants, beneficially owning more than 4.99%, 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"

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

"at a purchase price of $0.24 per share of Common Stock and Pre-funded Warrants"

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 more than 4.99% regulatory

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

Registration Statement on Form S-3 regulatory

"Securities are being 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.

general corporate and working capital purposes financial

"intends to use the net proceeds from the Offering for general corporate and working capital purposes"

Offering Details

shelf · approximately $4.0 million in net proceeds

Offering

Offering Type shelf

Securities Offered 3,958,055 shares of common stock and 12,708,611 Pre-funded Warrants

Offering Amount approximately $4.0 million in 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, Inc. (FNGR) announce in this 8-K?

FingerMotion, Inc. announced a registered direct offering with an institutional investor, issuing 3,958,055 common shares and Pre-funded Warrants for 12,708,611 shares under its effective Form S-3 registration statement.

How much capital will FNGR raise from this offering?

FingerMotion states it will receive approximately $4.0 million in net proceeds from the offering, after deducting estimated offering expenses payable by the company.

What securities is FNGR offering and at what prices?

FingerMotion is selling 3,958,055 common shares at $0.24 per share and Pre-funded Warrants to purchase 12,708,611 shares at a purchase price of $0.2399 per warrant, with an exercise price of $0.0001 per share.

Why is FNGR using Pre-funded Warrants in this transaction?

Pre-funded Warrants are issued to the purchaser whose common share purchase would otherwise cause it, together with affiliates and related parties, to beneficially own more than 4.99% of FingerMotion’s common stock, allowing investment without exceeding that threshold.

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

FingerMotion states that it intends to use the approximately $4.0 million in net proceeds from the offering for general corporate and working capital purposes.

Under what registration statement is FNGR conducting this offering?

The securities are being 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.

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

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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 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 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.

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”).

It shall also issue 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 are being 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 shall file 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 shall net 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 this Current Report on Form 8-K, which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit		Description
4.1		Form of Pre-funded Warrant
10.1		Form of Securities Purchase Agreement
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: August 31, 2026	By:	/s/ Jolie Kahn
		Jolie Kahn CEO and Director

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 197.8 KB

Other Documents

• EX-4.1 EX-4.1 120.6 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB