FingerMotion, Inc. 8-K Filings

FingerMotion, Inc. agreed to acquire 100% of Newbit Technology Inc. for US$2,300,000 in cash, exclusive of GST, on a cash-free, debt-free basis, subject to customary leakage and debt adjustments. Newbit holds rights associated with the previously disclosed 9.9 MW Brooks Campus #1 site in Alberta, including the surface lease, permits, pipeline and metering infrastructure, environmental approval, AUC Rule 007 registration and fixed site improvements. Generating equipment and other movable plant are excluded and are to be removed before closing. The fixed improvements are acquired as-is, where-is as to physical condition only.

US$230,000 was previously paid and is held in trust; a further US$230,000 is payable on execution, and approximately US$1,840,000 in cash is payable at closing. Closing is targeted for the third business day after satisfaction or waiver of conditions and no later than October 29, 2026. Conditions include a new gas supply agreement, Pivotal Energy Partners’ written change-of-control consent, and remaining due diligence to FingerMotion’s reasonable satisfaction. General representation claims have a US$125,000 deductible and a US$460,000 cap; specified fundamental, title, tax, fraud and willful-misconduct claims are uncapped. FingerMotion will not retain a purchase-price holdback.

FingerMotion, Inc. (FNGR) reported that on September 3, 2026 it entered into a non-binding, non-exclusive memorandum of understanding with Lyken AI Computing Inc. and BlueFlare Energy Solutions Inc. to create a demand-to-capacity matching framework for AI and high-performance computing projects in Alberta, British Columbia, and Saskatchewan.

Lyken is expected to source and manage enterprise compute workloads, BlueFlare to develop and operate behind-the-meter energy and compute sites, and FingerMotion to act as contemplated owner-operator and project sponsor. The MOU includes no pricing, minimum capacity, revenue commitments, ownership percentages, development schedules, or financing obligations, and no firm natural gas supply or project-level agreements have been executed.

FingerMotion, Inc. (FNGR) entered into a securities purchase agreement with an institutional investor for a registered direct offering of 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 was sold at $0.2399, is immediately exercisable for one share of common stock at an exercise price of $0.0001 per share, and remains outstanding until exercised in full. The company reports approximately $4.0 million in net proceeds, to be used for general corporate and working capital purposes, under its effective Form S-3 shelf registration. FingerMotion also confirmed that, as of August 31, 2026, it terminated its at-the-market issuance sales agreement with R.F. Lafferty & Co., Inc., originally dated October 23, 2025.

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.

FingerMotion, Inc. (FNGR) outlined a major strategic shift to become an owner-operator of behind-the-meter, modular AI and high-performance computing data centers in North America, while continuing its existing mobile payment, recharge and data-analytics operations in China. The strategy is built around a collaboration framework with BlueFlare Energy Solutions for gas-fired, modular, project-financed sites in Western Canada that co-locate AI inference workloads with bitcoin mining as a load-balancing mechanism.

As the first executed step under new management, FingerMotion closed the acquisition of a 9.9% equity interest in Lyken AI Computing Inc. on August 17, 2026, paying 1,674,480 restricted common shares with no cash; Alset AI retains a 90.1% stake. Lyken targets mid-market enterprise compute customers, while BlueFlare focuses on originating and operating behind-the-meter power sites, together forming the demand and supply sides of the plan. Management set out four progress milestones for investors to track: securing site control, power, enterprise customer offtake, and asset-level project financing, and highlighted multiple execution, regulatory, gas-price, capital-availability and partner-dependence risks, noting that no project sites, offtake contracts or financings have yet been announced.

FingerMotion, Inc. (FNGR) reported that CEO Jolie Kahn issued a detailed letter outlining a strategic expansion from its China-based mobile data, payment, and recharge platform into enterprise AI and high-performance computing infrastructure in North America. The company plans modular, behind-the-meter data center projects, initially evaluated in Western Canada near natural-gas resources, with capacity added in stages and aligned to contracted or clearly demonstrable customer demand.

A key early step is the acquisition of a 9.9% equity interest in Lyken AI Computing Inc., which offers outsourced cloud-compute capacity and an integrated enterprise solution spanning compute, storage, networking, and deployment support. Management highlights specific milestones around due diligence, definitive project agreements, capital budgeting, permitting, and securing customers before committing substantial capital. The company notes it recently completed financing transactions to provide additional working capital and intends to deploy funds gradually, tied to diligence and binding commercial arrangements. The letter also emphasizes strengthened leadership, including newly appointed CFO Chris Polimeni, and reiterates a focus on execution, transparency, and long-term shareholder value, while cautioning that numerous risks could cause actual results to differ from forward-looking statements.

FingerMotion, Inc. entered into a securities purchase agreement with an institutional investor for a senior secured convertible note with $5,000,000 original principal and a $700,000 original issue discount, bearing no cash interest and maturing one year after closing. The company will receive $4,300,000 at closing, of which $1,300,000 is immediately available and $3,300,000 is held in a DACA account subject to release conditions. The note is convertible at a fixed price of $0.35 per share, with additional monthly redemption conversion mechanics tied to a discount to market and a resettable floor price, and is subject to a 9.99% beneficial ownership limit and an exchange cap of 12,256,260 shares unless stockholders approve higher issuance.

The investor also receives a five-year warrant for 4,092,993 common shares at the note’s fixed conversion price, and the note is secured by a first-priority lien on substantially all personal property assets, with events of default that can trigger repayment at 125% of outstanding value and 12% default interest. FingerMotion acquired a 9.9% equity interest in Lyken AI Computing Inc. for $500,000, paid via 1,674,480 common shares at $0.2990 per share, marking formal entry into the enterprise AI compute market. The company appointed Chris Polimeni as Chief Financial Officer, succeeding Lee Yew Hon; both the CEO and CFO are to receive interim compensation of $30,000 per month pending final executive compensation agreements.

FingerMotion, Inc. reported a leadership change effective August 4, 2026. Martin Shen resigned as Chief Executive Officer and as a Director. On the same date, Jolie Kahn was appointed Chief Executive Officer and Director, filling the vacant board seat.

The company highlights Ms. Kahn’s background as a public‑company CEO, CFO and corporate finance attorney, with experience in more than $5 billion in capital raises and over three decades advising public companies and institutional investors across cryptocurrency, data centers, fintech, power and other high‑growth technologies. She has led large‑scale financings, M&A, PIPEs, reverse mergers and strategic growth transactions, and has served as counsel and advisor to multiple Nasdaq‑ and NYSE‑listed companies and a major Bitcoin miner. Ms. Kahn most recently served as CEO of AVAX One Technology Ltd. and has held interim CFO roles at several Nasdaq‑listed companies.

FingerMotion, Inc. reported financial results for the first quarter of fiscal 2027, covering the period ended May 31, 2026. A news release dated July 16, 2026 highlights improved profitability metrics, with gross profit and gross margin improving year over year as revenue shifted away from lower‑margin transaction activities.

Management also noted positive working capital and shareholders’ equity, which it views as supporting financial flexibility while executing its platform strategy as a mobile services, data and technology company. Detailed quantitative results are available in the related quarterly report.

FingerMotion, Inc. received a Nasdaq deficiency letter because its common stock closed below the $1.00 minimum bid price for 30 consecutive business days, putting its Nasdaq Capital Market listing at risk. The stock continues to trade under the symbol FNGR while the company works to regain compliance.

FingerMotion has until December 28, 2026, a 180‑day window, to lift its closing bid price to at least $1.00 per share for 10 consecutive business days. If it still meets other Nasdaq listing standards, it may receive a second 180‑day period and could use a reverse stock split to boost the share price. Failure to regain compliance could lead to delisting, though the company would have the right to appeal.

FingerMotion, Inc. has entered into a non-binding Memorandum of Understanding with BlueFlare Energy Solutions to explore developing a distributed network of micro-scale edge AI inference compute sites in Western Canada. BlueFlare would be the exclusive partner in Alberta, British Columbia and Saskatchewan for originating, building and supporting co-located AI inference and bitcoin mining sites.

The first proposed project, called PR1 in Alberta, is intended as a prototype behind-the-meter site, using existing bitcoin mining infrastructure and BlueFlare’s proprietary BALA™ (BlueFlare Adaptive Load Architecture™) platform to balance AI and mining workloads. Each site is expected to be in the 0.5 MW to 2 MW range. Both the MOU and contemplated Commercial Term Sheet are non-binding, and any PR1 or follow-on projects remain subject to definitive agreements, due diligence, approvals and other customary conditions, with no assurance they will be completed.

FingerMotion, Inc. is moving to expand into North American artificial intelligence and high-performance computing infrastructure by agreeing with BlueFlare Energy Solutions to enter a largely non-binding Memorandum of Understanding for developing behind-the-meter, natural-gas-powered AI compute sites across Alberta, British Columbia and Saskatchewan.

Under the contemplated framework, BlueFlare would be the primary partner across the full project lifecycle, from site origination and permitting through engineering, construction, commissioning and operations, including deployment of its BALA™ load-following platform to manage AI inference workloads and co-located bitcoin mining as a secondary, load-balancing use.

Certain provisions, including exclusivity in favor of BlueFlare within the Territory, anti-circumvention, confidentiality and dispute resolution, are intended to be binding once the MOU is executed, while commercial terms remain subject to future definitive agreements for individual sites.

FingerMotion, Inc. plans to expand its infrastructure strategy by developing modular, AI-focused edge computing facilities aimed at localized artificial intelligence processing and inference workloads. The initiative builds on its existing telecommunications and technology platform operations and is described as a long-term extension of its infrastructure and data services roadmap.

Management highlights a focus on edge-based AI inference rather than hyperscale cloud data centers, using modular, self-contained compute units that can be deployed incrementally by region and customer demand. The proposed facilities are designed to support real-time or near real-time workloads where latency and bandwidth efficiency are important.

The company also outlines a modular data center architecture powered by localized micro-grid energy systems, which it believes may shorten deployment timelines and improve operational flexibility and energy efficiency. FingerMotion expects this edge infrastructure strategy to complement its broader technology ecosystem and create opportunities for recurring infrastructure-related revenue streams.

FingerMotion, Inc. outlined a strategic evolution aimed at building a more diversified, long-term growth platform. Management plans to phase in this direction over future fiscal periods while keeping its telecommunications, platform, and technology businesses as the foundation of the company.

The strategy includes exploring opportunities in artificial intelligence and high‑performance computing related sectors and seeking to grow revenue from markets outside Asia. FingerMotion emphasized that no definitive agreements have been signed and that any new initiatives or geographic expansion will depend on market conditions, financing, regulatory factors, and ongoing evaluation.

FingerMotion, Inc. reported its financial results for the fiscal year ended February 28, 2026, highlighting weaker performance in its core telecommunications business. Management said lower transaction activity led to reduced revenue and gross profit for the year.

The company responded by cutting costs while still funding key growth initiatives across its Marketplace Platform, Sapientus, and C2 projects. General and administrative expenses fell by $1,396,351, or 22%, mainly from lower salaries, travel, entertainment, accounting, and consulting costs. Marketing expenses declined by $193,061, or 70%, and research and development expenses decreased by $220,842, or 35%, largely due to reduced personnel-related spending.

FingerMotion’s strategy centers on strengthening its telecommunications operations in China, improving operational efficiency, and carefully allocating capital, while also evaluating selected international markets to build a more diversified business portfolio over time.

FingerMotion, Inc. entered into a securities purchase agreement with an institutional investor, issuing a senior secured convertible note with an original principal amount of $5,000,000 and an original issue discount of $700,000. The note bears no regular interest and matures one year after closing unless earlier converted or redeemed.

The company received initial cash proceeds of $3,300,000, with an additional $1,000,000 to be released after a resale registration statement is declared effective. The note is convertible at an initial fixed price of $0.94/share, with monthly redemption conversions allowed at the lower of that price or a discount to recent trading prices, subject to a floor tied to Nasdaq rules.

FingerMotion must seek stockholder approval to issue conversion shares above 19.99% of outstanding common stock, with an exchange cap of 12,256,260 shares absent approval. Conversions are also limited by a 9.99% beneficial ownership cap. The note is secured by a first-priority security interest in substantially all of the company’s personal property, and the placement agent will receive a $200,000 cash commission.

FingerMotion agreed to acquire all shares of Nevada-based Telforge through a share exchange for up to 7,333,333 FingerMotion common shares. At closing, 2,333,333 shares will be issued, while 5,000,000 Milestone Shares go into escrow and are only earned if Telforge meets revenue and contract value targets over two earnout periods.

The deal depends on FingerMotion completing at least $1,000,000 in equity financing, with $500,000 of those proceeds provided to Telforge and Telforge holding at least $2,000,000 in cash at closing. FingerMotion also granted registration rights for the new shares and may owe an extra 80,000 shares per month if it misses the 60-day registration filing deadline.

FingerMotion, Inc. announced a share exchange agreement to acquire Telforge, Inc., a U.S.-based cloud voice and messaging telecom provider. Telforge’s shareholders will receive up to 7,333,333 FingerMotion common shares, including 2,333,333 Closing Shares and 5,000,000 Milestone Shares issued at closing.

The 5,000,000 Milestone Shares will sit in escrow and be earned only if Telforge reaches defined revenue and contract targets: 2,000,000 shares for at least $2,500,000 in combined Cumulative Revenue and Secured Contract Value within three months after closing, and 3,000,000 shares for at least $5,000,000 within six months. Unmet earnout shares will be forfeited.

The shares will be issued as restricted securities under exemptions from Securities Act registration, with registration rights to be provided later. FingerMotion describes the deal as aligned with its strategy to expand geographically, deepen telecom and infrastructure capabilities, and add a U.S.-based operating model while scaling revenues through Telforge’s cloud communications platform.

FingerMotion, Inc. held its annual meeting of stockholders on February 26, 2026, where all proposals were approved. Shareholders representing 27,126,232 shares, or 44.26% of the 61,281,308 shares outstanding as of January 14, 2026, were present, providing a quorum.

Six directors were elected, each receiving at least 82.56% of votes cast, with CEO Martin Shen and director Yang Yeat Choe both above 96% support. Shareholders also ratified CT International LLP as independent auditor for the fiscal year ending February 28, 2025, with 98.86% of votes cast in favor.

On a non-binding advisory basis, 93.03% of votes cast supported the compensation of the named executive officers. Following the meeting, the board re-appointed Martin Shen as President and Chief Executive Officer and Yew Hon Lee as Chief Financial Officer, Secretary and Treasurer, maintaining continuity in senior leadership.

FingerMotion, Inc. entered into a non-binding Memorandum of Understanding with Digital Landia Ltd. to explore building a minimum viable product and marketplace initiative for North America. Digital Landia focuses on artificial intelligence technology and blockchain-based protocols that extend B2B platforms into B2C marketplaces.

The parties plan to evaluate whether Digital Landia’s protocol framework can be integrated with FingerMotion’s existing mobility data infrastructure to support a potential North American market entry. They intend to conduct technical, regulatory, and commercial due diligence and may negotiate a definitive cooperation agreement within about sixty days, although neither side is obligated and there is no assurance any final agreement or collaboration will occur.

FingerMotion, Inc. filed a current report describing the release of its financial results for the third quarter of fiscal 2026, covering the period ended November 30, 2025. The company explains that its Telecommunications Products & Services segment remains the core of the business, but capital constraints during the quarter limited funding for this segment as resources were redirected toward the Command and Communications segment.

The filing notes that revenue from the DaGe Platform declined because there was not enough cash available to support additional promotional activity. Management describes this quarter as reflecting a disciplined approach to capital management while pivoting toward higher-growth opportunities, including momentum in the Command and Communication platform and moves toward strategic acquisitions. The company emphasizes a strategy of becoming leaner and more diversified, with a focus on driving higher revenues and stronger margins through operational efficiency.

FingerMotion, Inc. reported that on December 15, 2025 it entered into a non-binding term sheet with a voice and messaging telecom service provider for a potential acquisition by FingerMotion. The term sheet sets out preliminary terms and allows both parties to conduct mutual due diligence and negotiate a definitive acquisition agreement.

No binding agreement has been signed, and there is no assurance that any transaction will be completed. Any acquisition would depend on negotiating and executing final transaction documents, completing due diligence, satisfying customary closing conditions, and receiving approval from FingerMotion’s Board of Directors. CEO Martin Shen said the possible deal aligns with the company’s strategy to expand its telecom service capabilities and strengthen its mobility, messaging, and data-driven enterprise solutions.

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.

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.

FingerMotion, Inc. entered a Sales Agreement with R.F. Lafferty & Co., Inc. to conduct an at-the-market equity program under which the company may, from time to time, sell common stock with an aggregate offering price of up to $50,000,000.

The sales agent will receive a 2.5% commission on the gross sales price of shares sold, and the company agreed to reimburse up to $40,000 of documented expenses. Either party may terminate the agreement on 10 days’ notice. The company is not obligated to sell any shares. Any shares offered will be issued under the company’s effective Form S-3 (File No. 333-274456) and a prospectus supplement dated October 23, 2025.

FingerMotion (FNGR) filed an 8-K announcing Q2 fiscal 2026 results for the period ended August 31, 2025. Management highlighted operational progress, noting a 23% reduction in expenses and a 9% narrowing of net loss, reflecting cost discipline and movement toward breakeven.

The Telecommunications Products & Services segment remained the core growth driver in China. The DaGe Platform posted higher revenue, tied to its collaboration with Qingling Motors Co. Ltd. on intelligent vehicle solutions and additional C2 platform investment. The Command and Communication segment experienced a temporary revenue adjustment due to resource optimization, while the Big Data segment began generating revenue as the company pivots toward analytics-driven monetization. Management cited a strong balance sheet, working capital surplus, and solid stockholders’ equity supporting strategic initiatives.

FingerMotion, Inc. reported a material event by filing a Form 8-K that attaches an Asset Purchase Agreement dated September 30, 2025 among Shanghai Jihaohe Information Technology Co., Ltd., FingerMotion, Inc., and Shanghai JiuGe Business Management Co., Ltd.. The filing lists the agreement as an exhibit under Item 9.01 and includes an interactive XBRL cover page.

The document is signed on the filing by Martin J. Shen, CEO and Director, dated October 6, 2025. The 8-K discloses the existence and parties to the transaction but does not include transaction economics or operational details within the included excerpt.

FingerMotion, Inc. reported that its subsidiary Shanghai JiuGe Information Technology will showcase its Advanced Mobile Integrated Command and Communication Platform (the C2 Platform) at the 2nd Indonesia International Emergency, Disaster Reduction and Rescue Expo in Jakarta from August 13–15, 2025. The event highlights disaster preparedness and response technologies and is co-organized by the China Council for the Promotion of International Trade Shanghai.

The C2 Platform combines on-the-move satellite communications, high-definition video transmission, intelligent conferencing systems, a unified in‑vehicle communications unit, a smart PTZ camera, a satellite communications terminal, an unmanned aerial vehicle, and a multimedia command and dispatch system that integrates 4G/5G, satellite, and private networks. FingerMotion noted that about 10 vehicles and other equipment are already in beta testing, with initial deployments for government emergency response agencies in several Chinese cities and growing interest from Indonesian agencies such as BNPB and Basarnas.