FingerMotion Reports Material Agreements and Acquisitions

TL;DR

FingerMotion filed an 8-K detailing new deals, acquisitions, and stock sales as of Sept 30.

AI Summary

FingerMotion, Inc. filed an 8-K on October 6, 2025, reporting on several key events as of September 30, 2025. These include entering into a material definitive agreement, completing an acquisition or disposition of assets, and reporting unregistered sales of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions, including potential acquisitions and equity sales, which could impact the company's structure, financial health, and future growth prospects.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and completion of acquisitions, which can introduce financial and operational risks.

Key Players & Entities

• FingerMotion, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• September 30, 2025 (date) — Date of earliest event reported
• October 6, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $1.57 — i Jihaohe at a deemed issuance price of $1.57 per share. The foregoing summary of th

Filing Documents

• fngr-20251006_8k.htm (8-K) — 29KB
• fngr-20251006_8kex10z1.htm (EX-10.1) — 187KB
• 0001520138-25-000296.txt ( ) — 413KB
• fngr-20250930.xsd (EX-101.SCH) — 3KB
• fngr-20250930_lab.xml (EX-101.LAB) — 33KB
• fngr-20250930_pre.xml (EX-101.PRE) — 22KB
• fngr-20251006_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On September 30, 2025, FingerMotion, Inc. (the " Company "), its indirect wholly owned subsidiary, Shanghai JiuGe Business Management Co., Ltd. (" JiuGe Management "), and Shanghai Jihaohe Information Technology Co., Ltd. (" Shanghai Jihaohe "), entered into an asset purchase agreement (the " Asset Purchase Agreement ") pursuant to which the Company caused JiuGe Management to acquire all of the intellectual property (including, without limitation, all of the inventions, software in source code or object code, trademarks, copyrights and trade secrets) underpinning the Company's DaGe platform, in consideration of the issuance by the Company to Shanghai Jiahaohe of 1,500,000 shares of common stock in the capital of the Company. The Asset Purchase Agreement closed on October 2, 2025, and the Company issued the 1,500,000 shares of common stock to Shanghai Jihaohe at a deemed issuance price of $1.57 per share. The foregoing summary of the Asset Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the copy of the Asset Purchase Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. SECTION 2 – FINANCIAL INFORMATION

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Asset Purchase Agreement is responsive to and incorporated by reference into this Item 2.01. SECTION 3 – SECURITIES AND TRADING MARKETS

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On October 2, 2025, the Company issued 1,500,000 fully paid and non-assessable shares of common stock at a deemed issuance price of $1.57 per share to Shanghai Jihaohe pursuant to the closing of the Asset Purchase Agreement. The Company relied upon the exclusion from the registration requirements of the United States Securities Act of 1933, as amended (the " Securities Act "), for offshore transactions provided by Rule 903(b) of Regulation S promulgated under the Securities Act for the issuance of such shares. -2- SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Description 10.1 Asset Purchase Agreement, dated September 30, 2025, by and between Shanghai Jihaohe Information Technology Co., Ltd., FingerMotion, Inc. and Shanghai JiuGe Business Management Co., Ltd. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) () Portions of this exhibit have been omitted as they are both not material and are of the type of information that the registrant treats as private or confidential. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request. -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: October 6, 2025 By: /s/ Martin J. Shen Martin J. Shen CEO and Director -4-

View Full Filing

View this 8-K filing on SEC EDGAR