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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
May 13, 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 1 – REGISTRANT’S BUSINESS
AND OPERATIONS
Item 1.01 Entry into a Material Definitive
Agreement.
On May 13, 2026 (the “Closing 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. At closing, the Company received $3,300,000, with the remaining $1,000,000 of the
$4,300,000 aggregate subscription amount to be released to the Company upon the SEC declaring effective a resale registration statement
covering the resale of a number of shares of Common Stock equal to 200% of the maximum number of Conversion Shares issuable upon conversion
of the Note (constituting the “Registrable Securities” as more fully defined in the Registration Rights Agreement,
which is filed as Exhibit 10.3 hereto).
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 $0.94 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 $1,000,000 in aggregate 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 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 200% of the maximum number of Conversion Shares issuable upon conversion of the Note (subject to adjustment under the Registration
Rights Agreement) no later than the later of (i) 30 calendar days after the date of the Registration Rights Agreement and (ii) ten calendar
days after the Company files its Annual Report on Form 10-K for the fiscal year ended February 28, 2026, 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 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 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein
by reference.
Weild & Co. acted as the placement agent in
connection with the offering and will receive a cash commission of $200,000 on the initial proceeds received by the Company.
SECTION 2 – FINANCIAL INFORMATION
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.
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sale of Equity Securities
Reference is made to the disclosure set forth
under Item 1.01 above, which disclosure is incorporated herein by reference.
The Note was, and the Conversion 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.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 |
Financial Statements and Exhibits |
| |
|
| (d) |
Exhibits |
|
Exhibit |
|
Description |
| 10.1 |
|
Securities Purchase Agreement, dated May 13, 2026, by and between FingerMotion, Inc. and the Investor |
| 10.2 |
|
Senior Secured Convertible Note, dated May 13, 2026, issued by FingerMotion, Inc. to the Investor |
| 10.3 |
|
Registration Rights Agreement, dated May 13, 2026, by and between FingerMotion, Inc. and the Investor |
| 10.4 |
|
Security Agreement, dated May 13, 2026, by and between FingerMotion, Inc. and the Investor |
| 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: May 13, 2026 |
By: |
/s/ Martin J. Shen |
| |
|
Martin J. Shen
CEO and Director |
