FingerMotion Reports Unregistered Equity Sales

TL;DR

Fingermotion sold unregistered stock, potentially diluting existing shares.

AI Summary

FingerMotion, Inc. filed an 8-K on October 24, 2025, reporting unregistered sales of equity securities on October 21, 2025. The filing does not disclose specific details about the number of shares sold or the price per share.

Why It Matters

This filing indicates that FingerMotion has issued new equity without registering it with the SEC, which could impact existing shareholders through dilution.

Risk Assessment

Risk Level: medium — Unregistered equity sales can lead to dilution and lack of transparency for investors.

Key Players & Entities

• FingerMotion, Inc. (company) — Registrant
• October 21, 2025 (date) — Date of earliest event reported
• October 24, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 46-4600326 (identifier) — IRS Employer Identification No.
• 111 Somerset Road, Level 3 Singapore (address) — Principal executive offices
• 238164 (zip_code) — Principal executive offices zip code
• (347) 349-5339 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $1.65 — Warrant Share") at an exercise price of $1.65 per Warrant Share until April 20, 2027,
• $2.15 — Warrant Shares at an exercise price of $2.15 per Warrant Share until April 20, 2027.

Filing Documents

• fngr-20251024_8k.htm (8-K) — 22KB
• 0001520138-25-000324.txt ( ) — 183KB
• fngr-20251021_lab.xml (EX-101.LAB) — 33KB
• fngr-20251021_pre.xml (EX-101.PRE) — 22KB
• fngr-20251021.xsd (EX-101.SCH) — 3KB
• fngr-20251024_8k_htm.xml (XML) — 4KB

02

Item 3.02 Unregistered Sales of Equity Securities On October 21, 2025, FingerMotion, Inc. (the "Company") issued an aggregate of 4,000,000 common stock purchase warrants (the "Warrants") to a consultant pursuant to a consulting services agreement with respect to investor relations services. 3,000,000 of the Warrants entitle the holder to purchase up to 3,000,000 shares of common stock (each, a "Warrant Share") at an exercise price of $1.65 per Warrant Share until April 20, 2027, and 1,000,000 of the Warrants entitle the holder to purchase up to 1,000,000 Warrant Shares at an exercise price of $2.15 per Warrant Share until April 20, 2027. We relied upon the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) under the U.S. Securities Act for the issuance of the Warrants to the one entity, which is a U.S. person. - 2 -

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 24, 2025 By: /s/ Martin J. Shen Martin J. Shen CEO and Director - 3 -

View Full Filing

View this 8-K filing on SEC EDGAR