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

Rhea-AI Filing Summary

FingerMotion, Inc. issued 4,000,000 common stock purchase warrants to a consultant for investor relations services. The grant consists of 3,000,000 warrants with a $1.65 exercise price and 1,000,000 warrants with a $2.15 exercise price, each exercisable until April 20, 2027. The issuance was made in reliance on exemptions under Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act.

Insights

Capital markets counsel

Routine exempt warrant grant; potential future share issuance if exercised.

FingerMotion granted warrants covering up to 4,000,000 shares to a consultant for investor relations, split at exercise prices of $1.65 and $2.15, expiring on April 20, 2027.

The company states reliance on Rule 506(b) of Regulation D and/or Section 4(a)(2), indicating a private placement exemption to registration. Any share issuance would occur only upon exercise at the stated strike prices.

Actual impact depends on the holder’s exercise decisions before April 20, 2027 and prevailing market conditions at those times.

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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

October 21, 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 October 21, 2025, FingerMotion, Inc. (the “Company”) issued an aggregate of 4,000,000 common stock purchase warrants (the “Warrants”) to a consultant pursuant to a consulting services agreement with respect to investor relations services. 3,000,000 of the Warrants entitle the holder to purchase up to 3,000,000 shares of common stock (each, a “Warrant Share”) at an exercise price of $1.65 per Warrant Share until April 20, 2027, and 1,000,000 of the Warrants entitle the holder to purchase up to 1,000,000 Warrant Shares at an exercise price of $2.15 per Warrant Share until April 20, 2027. We relied upon the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) under the U.S. Securities Act for the issuance of the Warrants to the one entity, which is a U.S. person.

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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:  October 24, 2025	By:	/s/ Martin J. Shen
		Martin J. Shen
		CEO and Director

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FAQ

What did FNGR announce in its 8-K?

The company issued 4,000,000 common stock purchase warrants to a consultant for investor relations services.

How are the new FNGR warrants structured?

They include 3,000,000 warrants at $1.65 and 1,000,000 warrants at $2.15, each exercisable until April 20, 2027.

Who received the FNGR warrants?

A consultant engaged for investor relations services received the warrants.

What is the expiration date of the FNGR warrants?

All warrants are exercisable until April 20, 2027.

Under what exemption were the FNGR warrants issued?

The issuance relied on Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act.

How many shares could be issued upon exercise of FNGR warrants?

Up to 4,000,000 shares could be issued upon exercise at the stated prices.