FingerMotion, Inc. Files 8-K for Material Agreement

TL;DR

FNGR filed an 8-K on 12/23 for events on 12/20, including a material agreement.

AI Summary

FingerMotion, Inc. filed an 8-K on December 23, 2024, reporting on events as of December 20, 2024. The filing indicates the entry into a material definitive agreement and other events, along with financial statements and exhibits. The company, previously known as Property Management Corp of America, is incorporated in Delaware and based in Singapore.

Why It Matters

This 8-K filing signals a significant development for FingerMotion, Inc., potentially impacting its business operations and financial standing through a new material definitive agreement.

Risk Assessment

Risk Level: medium — The filing of an 8-K, especially one involving a material definitive agreement, can introduce new risks or opportunities that are not yet fully understood by the market.

Key Players & Entities

• FingerMotion, Inc. (company) — Registrant
• Property Management Corp of America (company) — Former company name
• 20241220 (date) — Date of earliest event reported
• 20241223 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Singapore (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — 6 shares of its common stock, par value $0.0001 per share (the " Common Stock ") and (i
• $1.50 — ring ") at a combined purchase price of $1.50 per share and one and one-half Common W
• $1.88 — of Common Stock at an exercise price of $1.88 per share (the " Placement Agent Warran
• $110,000 — agreed to pay the Placement Agent up to $110,000 for its expenses. The shares of Commo
• $4.44 million — received net proceeds of approximately $4.44 million from the Offering, after deducting the

Filing Documents

• fngr-20241220_8k.htm (8-K) — 38KB
• fngr-20241220_8kex4z1.htm (EX-4) — 122KB
• fngr-20241220_8kex4z2.htm (EX-4) — 123KB
• fngr-20241220_8kex5z1.htm (EX-5) — 29KB
• fngr-20241220_8kex10z1.htm (EX-10.1) — 102KB
• fngr-20241220_8kex10z2.htm (EX-10.2) — 231KB
• fngr-20241220_8kex99z1.htm (EX-99.1) — 11KB
• fngr-20241220_8kex99z2.htm (EX-99.2) — 11KB
• image_01.jpg (GRAPHIC) — 39KB
• image_02.jpg (GRAPHIC) — 61KB
• image_03.jpg (GRAPHIC) — 36KB
• image_001.jpg (GRAPHIC) — 4KB
• 0001520138-24-000466.txt ( ) — 1194KB
• fngr-20241220.xsd (EX-101.SCH) — 3KB
• fngr-20241220_lab.xml (EX-101.LAB) — 33KB
• fngr-20241220_pre.xml (EX-101.PRE) — 24KB
• fngr-20241220_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 20, 2024, FingerMotion, Inc. (the " Company ") entered into a securities purchase agreement (the " Purchase Agreement ") with certain institutional investors (the " Purchasers "), which provides for the issuance and sale, in a registered direct offering by the Company of (i) 3,333,336 shares of its common stock, par value $0.0001 per share (the " Common Stock ") and (ii) warrants (the " Common Warrants ") to purchase up to an aggregate of 5,000,004 shares of its common stock (the " Offering ") at a combined purchase price of $1.50 per share and one and one-half Common Warrants. Each share of Common Stock was offered together with one and one-half Common Warrants, with each whole Common Warrant to purchase one share of Common Stock. The Common Warrants have an exercise price of $1.50 per share of Common Stock. The Common Warrants are exercisable upon issuance and expire five years from the date of issuance. The exercise price of the Common Warrants is subject to adjustment for share dividend, share splits, share combinations and similar capital transactions, as further described in the Common Warrants. In addition, the exercise price of the Common Warrants is subject to reduction in the event of certain Common Stock and Common Stock equivalent issuances, other than certain agreed exempt issuances, at a price lower than the exercise price of the Common Warrants then in effect. Furthermore, if at any time on or after the date of issuance there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving our common stock (each, a " Share Combination Event ") and the lowest daily volume weighted average price during the period commencing five consecutive trading days immediately preceding and ending immediately after the five consecutive trading days beginning on the date of such Share Combination Event, is less than the exercise price of the common w

01 Other Events

Item 8.01 Other Events. The Company issued press releases announcing the pricing of the Offering and the closing of the Offering on December 20, 2024 and December 23, 2024, respectively. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference. SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibits are being filed herewith: Exhibit Description 4.1 Form of Common Warrant 4.2 Form of Placement Agent Warrant 5.1 Opinion of Richards, Layton & Finger, P.A. 10.1 Placement Agency Agreement dated December 20, 2024, between the Company and Roth Capital Partners, LLC 10.2 Form of Securities Purchase Agreement dated December 20, 2024, between the Company and the Purchasers thereto 23.1 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.1) 99.1 Press Release dated December 20, 2024 99.2 Press Release dated December 23, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) - 3 -

SIGNATURES

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: December 23, 2024 By: /s/ Martin J. Shen Martin J. Shen CEO and Director - 4 -

View Full Filing

View this 8-K filing on SEC EDGAR