Fingermotion Inc SEC Filings

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. filed a prospectus to register the resale of up to 4,360,000 shares of common stock. The registered shares include 60,000 common shares issued under an October 16, 2025 settlement agreement and up to 4,300,000 shares issuable upon exercise of common stock purchase warrants granted to two consultants under October 2025 consulting agreements.

The company is not selling shares in this registration and will not receive proceeds from Selling Securityholders’ resales. FingerMotion would receive cash only if the warrants are exercised; if fully exercised, gross proceeds would total $7,595,000, intended for general corporate and working capital purposes.

FingerMotion’s common stock trades on Nasdaq as FNGR. On November 11, 2025, the last reported sales price was $1.35 per share. 61,027,225 shares were outstanding as of November 11, 2025. The prospectus permits resales from time to time at market or negotiated prices through various methods described under “Plan of Distribution.”

FingerMotion (FNGR) director Leong Yew Poh filed a Form 4 reporting purchases of common stock. Reported trades were on 10/27/2025 and 10/28/2025 at prices of $1.60, $1.54, $1.55, and $1.56, in lots of 499, 4,501, 2,500, and 2,500 shares, respectively. Following the reported transactions, he beneficially owned 190,000 shares directly.

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, Inc. launched an at-the-market offering of up to $50,000,000 in common stock under a sales agreement with R.F. Lafferty & Co., Inc. Shares may be sold from time to time on Nasdaq or by other permitted methods pursuant to this prospectus supplement and the accompanying base prospectus.

R.F. Lafferty will act on a commercially reasonable efforts basis and receive a 2.5% placement fee on the gross sales price per share. There is no escrow arrangement. Use of proceeds, if any, will be for general corporate and working capital purposes.

FingerMotion’s common stock trades on Nasdaq as FNGR; the last reported sale price was $1.54 per share on October 21, 2025. Shares outstanding were 60,975,929 as of October 23, 2025. For illustration, the company shows 93,443,461 shares outstanding if 32,467,532 shares are sold at $1.54 under the program; actual issuance will vary with price and volume. The prospectus highlights potential market volatility, dilution to new investors, and management’s broad discretion over proceeds.

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 (FNGR) filed its quarterly report, showing modest revenue growth but continued losses and tight liquidity. Revenue reached $17,106,254 for the six months ended August 31, 2025, up slightly from $16,832,746 a year earlier. Gross profit fell to $191,261, and the net loss widened to $3,572,285. For the quarter, revenue was $8,647,511 with a net loss of $1,549,524.

Cash and cash equivalents were $221,836 as of August 31, 2025, down from $1,128,135 at February 28, 2025. Operating cash outflow was $3,086,249, partly offset by $2,205,493 from financing activities, including warrant exercises and equity issuances. Accounts receivable were $37,778,762 and accounts payable were $28,399,705.

The company disclosed a going concern uncertainty, citing accumulated deficit and ongoing losses. Revenue concentration remained high: one customer represented about 79% of six‑month revenue and 41% of accounts receivable. Subsequent to quarter end, FingerMotion issued 1,500,000 shares at a deemed $1.57 to acquire intellectual property underpinning its DaGe platform. Shares outstanding were 59,408,429 as of August 31, 2025; 60,908,429 as of October 7, 2025.

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.