FingerMotion, Inc. filings document the company's Nasdaq-listed common stock, mobile services business and public-company governance. Recent 8-K disclosures cover material events, material agreements, operating and financial results, capital-structure matters and shareholder voting results.
Proxy materials describe annual meeting proposals, director elections, auditor ratification and advisory executive-compensation votes. Other filings document unregistered equity issuances, Regulation FD disclosures and the formal reporting framework for a mobile payment, recharge, value-added services and data technology company operating primarily through China-focused platforms.
FingerMotion, Inc. reports on a China-focused, technology-enabled platform business spanning mobile recharge and payments, enterprise messaging, marketplace and commerce solutions, data analytics under its Sapientus brand, and an advanced C2 command-and-communication platform.
Operations in the PRC largely rely on a variable interest entity structure, which provides contractual control but not direct equity ownership, exposing investors to legal and regulatory uncertainty if Chinese authorities challenge VIE arrangements or tighten rules on overseas listings. The filing highlights evolving PRC oversight of data security and overseas offerings, including the CSRC’s Overseas Listing Trial Measures and HFCAA-related auditing rules.
The company remains in a growth and investment phase, emphasizing higher-margin analytics and platform offerings while depending heavily on major telecom partners China Mobile and China Unicom for a substantial portion of revenue. It reports recurring net losses and an accumulated deficit, has never paid dividends, and states that it currently plans to retain earnings to fund operations and expansion.
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, Inc. CEO Shen Martin Chung-Wen purchased additional company stock in the open market. He bought 1,000 shares of common stock at $0.88 per share. This transaction increased his direct holdings to 752,356 shares of FingerMotion common stock.
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 filed a Form 144 reporting sales of Common Stock. The filing lists two completed dispositions: 2,000 common shares sold on 12/19/2025 for $3,000 and 6,000 common shares sold on 12/22/2025 for $9,000. The record also shows a prior purchase of 150,000 common shares on 12/11/2020 described as payment for services. The filing names Tiger Brokers (Singapore) Pte. Ltd. in the securities section and includes seller contact/address details.
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.
Leong Yew Poh submitted a Form 144 reporting a proposed sale of Common Stock. The filing lists quantities and transaction history: a purchase on 01/21/2019 of 250,000 shares, a sale on 12/22/2025 of 10,000 shares for $15,150.00, and tabulated figures including 60,000, 78,000.00 and 100,000 with an associated date of 03/20/2026.
The notice identifies Futu Securities International (Hong Kong) Ltd and Nasdaq as the market. The filing provides transaction counts and dates but does not state timing or method of any completed or future sale beyond the listed entries.
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.