AI Earnings Predictions for FingerMotion Inc. (FNGR)

EX-99.1

2 fngr-20260716_8kex99z1.htm

EXHIBIT 99.1

FingerMotion Reports Q1 2027 Financial Results

SINGAPORE / Newsfile Corp. / July 16, 2026 – FingerMotion, Inc. (NASDAQ: FNGR) (“FingerMotion” or the “Company”), a mobile services, data and technology company, is pleased to report its financial results for the first quarter of fiscal 2027 for the period ended May 31, 2026. To review the full financial results, please view the Company's recent 10-Q filing at www.sec.gov/edgar/search or on the Company's website at https://www.fingermotion.com/investor-relations/sec-filings/all, which should be read in connection with this news release.

Q1 2027 Financial Summary (results expressed in US$ unless otherwise indicated):

·Reported quarterly revenue of $650,089 which was a decrease of $7,808,654 in revenues of 92% compared to Q1 2026. The decrease was primarily due to lower revenue in its Telecommunications Products & Services business;

·Reported Telecommunications Products and Services revenue of $502,672 in Q1 2027, compared to approximately $8,311,354 in Q1 2026, which was a decrease of $7,808,582 or 94% compared to

Q1 2026;

·Reported Marketplace Platform and Digital Commerce Infrastructure Solutions revenue of $11,939 in Q1 2027, compared to $10,938 in Q1 2026, which was up 9% from Q1 2026;

·Reported Advanced Technology and Platform Solutions revenue of $135,478 in Q1 2027, compared to $109,241 in Q1 2026, which was up 24% compared to Q1 2026;

·Reported Data and Analytics Platform Solutions revenue of $0 in Q1 2027, which was a decrease of $27,310 or 100% compared to Q1 2026.

·Reported quarterly cost of revenue of $441,611, which was a decrease of $7,864,611 or 95% compared to Q1 2026;

·Reported gross profit of $208,478, compared to $152,521 in Q1 2026, which was an increase of $55,957 or 37% compared to Q1 2026;

·Reported operating expenses of $2,1412,559 in Q1 2027, compared to $2,141,451 in Q1 2026, which was an increase of $1,108 or 0.1%;

·Reported quarterly loss of $2.00 million which was a decrease of $8,229 or 0.4% compared to Q1 2026;

·Basic and Diluted loss per share of $0.03 versus a loss per share of $0.04 for Q1 2026;

·On May 31, 2026, FingerMotion had $987,391 in cash, a working capital surplus of $4,381,852 and a positive shareholders equity of $13,329,467;

·Total Assets were $61.90 million, Total Current Liabilities were $48.55 million and Total Liabilities were $48.57 million;

·61,281,308 common shares were issued and outstanding as of May 31, 2026.

“During the quarter, we were pleased to see improved profitability metrics despite a sharp decline in lower-margin transaction revenue,” said CEO Martin Shen. “The Company’s gross profit and gross margin both improved year over year, reflecting a more favorable revenue mix and better cost discipline. Our discipline was reflected in the balance sheet with positive working capital and shareholders’ equity, which provides additional financial flexibility as management continues to execute on its platform strategy.”

About FingerMotion, Inc.

FingerMotion is an evolving technology company with a core competency in mobile payment and recharge platform solutions in China. As the user base of its primary business continues to grow, the Company is developing additional value-added technologies to market to its users. The vision of the Company is to rapidly grow the user base through organic means and have this growth develop into an ecosystem of users with high engagement rates utilizing its innovative applications. Developing a highly engaged ecosystem of users would strategically position the Company to onboard larger customer bases. FingerMotion eventually hopes to serve over 1 billion users in the China market and eventually expand the model to other regional markets.

For more information on FingerMotion, visit: https://fingermotion.com

Company Contact:

FingerMotion, Inc.

For further information e-mail: info@fingermotion.com

Phone: 718-269-3366

Safe Harbor Statement

Except for the statements of historical fact contained herein, the information presented in this news release constitutes "forward-looking statements" as such term is used in applicable United States securities laws. These statements relate to analysis and other information that are based on forecasts or future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and should be viewed as "forward-looking statements". We have ba

EX-99

2 fngr-05292026_8kex99z1.htm

EX-99

FingerMotion Reports FY 2026 Financial Results

SINGAPORE / Newsfile Corp. / May 29, 2026 -- FingerMotion Inc. (NASDAQ: FNGR) (“FingerMotion” or the “Company”), a mobile services, data and technology company, is pleased to report its financial results for the year ended February 28, 2026. To review the full financial results, please view the Company's recent 10-K filing at www.sec.gov/edgar/search, which should be read in connection with this news release.

FY 2026 Financial Summary (results expressed in US$ unless otherwise indicated):

·Reported annual revenue of $24.13 million, compared to $35.61 million in FY 2026 which was a decrease of $11.48 million or 32% compared to FY 2025. Primarily due to the Telecommunications Products & Services business segment;

·Reported Telecommunications Products and Services revenue of $23.94 million in FY 2026, compared to approximately $35.23 million in FY 2025 which was a decrease of $11.46 million or 32% compared to FY 2025;

·Reported Marketplace Platform and Digital Commerce Infrastructure Solutions revenue of $25,037 in FY 2026, compared to $80,952 which was a decrease of 69% from FY 2025;

·Reported Advanced Technology and Platform Solutions revenue of $141,886 in FY 2026, compared to $188,576 in FY 2025 which was a decrease of 25% compared to FY 2025;

·Reported Data and Analytics Platform Solutions revenue of $27,780 in FY 2026, which was an increase of $85,989 or 148% compared to FY2025.

·Reported annual cost of revenue of $23.44 million in FY 2026 compared to $32.84 million in FY 2025 which was a decrease of $9.41 million or 29%;

·Reported gross profit of $693,845, compared to $2.76 million in FY 2025 which was a decrease of $2.07 million or 75% compared to FY 2025;

·Reported operating expenses of $7.63 million in FY 2026, compared to $8.71 million in FY 2025 which was a decrease of $1.08 million or 12% compared to FY 2025;

·Reported annual loss of $7.0 million compared to $5.11 million in FY 2025 which was an increase of $1.88 million or 37% compared to FY 2025;

·Basic and Diluted loss per share of $0.12;

·At February 28, 2026, FingerMotion had $68,596 in cash, a working capital surplus of $6.09 million and a positive shareholders equity of $15.15 million;

·Total Assets were $60.85 million, Total Liabilities were $45.70 million; and Total Shareholder’s Equity were $15.15 million

·61,281,308 common shares were issued and outstanding as of May 26, 2026.

“Fiscal 2026 presented both opportunities and challenges,” said Martin Shen, CEO of FingerMotion, “as we continued investing in our business while responding to changes in operating conditions. Our priority remains strengthening our core telecommunications operations while continuing to develop our marketplace platforms, data analytics capabilities, and technology initiatives in a disciplined manner. We remain focused on improving operational efficiency, strengthening execution across our businesses, and allocating capital carefully. While China continues to be an important market for the Company, we are also evaluating opportunities in selected international markets as part of our strategy to broaden our business footprint and diversify future growth opportunities. Our objective is to continue building a stronger and more diversified business portfolio while creating long-term value for our shareholders.”

During fiscal 2026, transaction activity in the Company’s core telecommunications business declined, which contributed to lower revenue and gross profit for the year. At the same time, management continued to reduce operating expenses and selectively support commercialization and development efforts across its Marketplace Platform, Sapientus, and C2 initiatives.

General and administrative expenses decreased by $1,396,351 or 22% during the year which was primarily attributable to lower salaries and wages, traveling, entertainment, accounting, consulting, and other miscellaneous expenses. Marketing costs decreased $193,061 or 70% resulting from reduced marketing and promotional activities due to cost controls and lower levels of liquidity. Research and development expenses decreased by $220,842 or 35% due to decreased personnel-related costs.

About FingerMotion, Inc.

FingerMotion is an evolving technology company with a core competency in mobile payment and recharge platform solutions in China. As the user base of its primary business continues to grow, the Company is developing additional value-added technologies to market to its users. The vision of the Company is to rapidly grow the user base through organic means and have this growth develop into an ecosystem of users with high engagement rates utilizing its innovative applications. Developing a highly engaged ecosystem of users would strategically position the Company to onboard larger customer bases. FingerMotion eventually hopes to serve over 1 billion users in the China market and eventually expand

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2026-01-15 2026-01-15

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 15, 2026

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-41187 46-4600326

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

111 Somerset Road, Level 3

Singapore

238164

(Address of principal executive offices) (Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[     ]` Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[     ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[     ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[     ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company  £

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £

SECTION 2 – FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition.

On January 15, 2026, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the third quarter of fiscal year 2026 for the period ended November 30, 2025. The information regarding the financial results for the third fiscal quarter ended November 30, 2025 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On January 15, 2026, the Company issued a news release to report its financial results for the third quarter of fiscal 2026 for the period ended November 30, 2025. To review the full financial results, please view the Company’s recent 10-Q filing at www.sec.gov/edgar/search or on the Company’s website at www.fingermotion.com/investor-relations/financial-information/details, which should be read in connection with this news release.

Q3 2026 Financial Summary (results expressed in US$ unless otherwise indicated):

·Reported quarterly revenue of $5.80 million, a 32% decrease compared to Q3 of fiscal 2025;

·Telecommunications Products & Services business revenue was $5.76 million, down 32% compared to Q32 of fiscal 2025;

·DaGe Platform generated $4,354 compared to $30,529 in Q3 of fiscal 2025 due to capital constraints which effected operational and promotional activities;

·Command and Communication segment contributed $31,051 in revenue compared to $138 in Q3 of fiscal 2025;

·Big Data segment generated $126 in revenue, compared to $nil in Q3 of fiscal 2025;

·Cost of revenue decreased to $5.53 million, resulting in gross profit of $263,103, a 41% decrease from Q3 of fiscal 2025;

·Operating expenses were $1.96 million, a 4.5% decrease from $2.06 million in Q3 of fiscal 2025;

·Net loss attributable to shareholders was $1.67 million, a 0.6% increase from $1.66 million in Q3 of fiscal 2025;

·Reported basic and diluted loss per share of $0.03, compared to a loss per share of $0.03 for Q3 of fiscal 2025;

·On November 30, 2025, FingerMotion had $24,214 in cash and cash equivalents, a working capital surplus of $7.26 million and shareholders' equity of $16.34 million;

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·On November 30, 2025, total assets were $60.06 million, total current liabilities were $43.70 million and to

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2025-10-15 2025-10-15

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 15, 2025

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41187

46-4600326

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

111 Somerset Road, Level 3

Singapore

238164

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 2 – FINANCIAL INFORMATION

Item 2.02Results of Operations and Financial Condition.

On October 15, 2025, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the second quarter of fiscal year 2026 for the period ended August 31, 2025. The information regarding the financial results for the second fiscal quarter ended August 31, 2025 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION 7 – REGULATION FD

Item 7.01Regulation FD Disclosure

On October 15, 2025, the Company issued a news release to report its financial results for the second quarter of fiscal 2026 for the period ended August 31, 2025. To review the full financial results, please view the Company’s recent 10-Q filing at www.sec.gov/edgar/search or on the Company’s website at www.fingermotion.com/investor-relations/financial-information/details, which should be read in connection with this news release.

Q2 2026 Financial Summary (results expressed in US$ unless otherwise indicated):

·Reported quarterly revenue of $8.65 million, a 2% increase compared to Q2 of fiscal 2025;

·Telecommunications Products & Services business revenue was $8.64 million, up 3% compared to Q2 of fiscal 2025;

·DaGe Platform revenue grew to $6,898 compared to $4,789 in Q2 of fiscal 2025;

·Command and Communication segment contributed $585 in revenue compared to $28,730 in Q2 of fiscal 2025;

·Big Data segment generated $147 in revenue, compared to $nil in Q2 of fiscal 2025;

·Cost of revenue increased to $8.61 million, resulting in gross profit of $38,740, an 87% decrease from Q2 of fiscal 2025;

·Operating expenses were $1.53 million, a 23% decrease from $1.99 million in Q2 of fiscal 2025;

·Net loss attributable to shareholders was $1.54 million, a 9% reduction from $1.69 million in Q2 of fiscal 2025;

·Reported basic and diluted loss per share of $0.03, compared to a loss per share of $0.03 for Q2 of fiscal 2025;

·On August 31, 2025, FingerMotion had $0.22 million in cash and cash equivalents, a working capital surplus of $8.3 million and shareholders’ equity of $15.1 million;

·On August 31, 2025, total assets were $51.9 million, total current liabilities were $36.8 million and total liabilities were $36.8 million;

·59,408,429 shares of common stock were issued and outstanding as of August 31,

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2025-07-16 2025-07-16

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 16, 2025

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41187

46-4600326

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

111 Somerset Road, Level 3

Singapore

238164

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

SECTION 2 – FINANCIAL INFORMATION

Item 2.02Results of Operations and Financial Condition.

On July 16, 2025, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the first quarter of fiscal year 2026 for the period ended May 31, 2025. The information regarding the financial results for the first fiscal quarter ended May 31, 2025 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION 7 – REGULATION FD

Item 7.01Regulation FD Disclosure

On July 16, 2025, the Company issued a news release to report its financial results for the first quarter of fiscal 2026 for the period ended May 31, 2025. To review the full financial results, please view the Company’s recent 10-Q filing at www.sec.gov/edgar/search or on the Company’s website at www.fingermotion.com/investor-relations/financial-information/details, which should be read in connection with this news release.

Q1 2026 Financial Summary (results expressed in US$ unless otherwise indicated):

·Reported quarterly revenue of $8.46 million, a 1% increase compared to Q1 of fiscal 2025;

·Telecommunications Products & Services business revenue was $8.31 million, down 1% compared to Q1 of fiscal 2025;

·DaGe Platform revenue grew to $10,938 compared to $463 in Q1 of fiscal 2025;

·Command and Communication segment contributed $109,241 in revenue compared to $nil in Q1 of fiscal 2025;

·Big Data segment generated $27,310 in revenue, compared to $nil in Q1 of fiscal 2025;

·Cost of revenue increased to $8.31 million, resulting in gross profit of $152,521, a 78% decrease from $681,889 in Q1 of fiscal 2025;

·Operating expenses were $2.14 million, a 9% decrease from $2.36 million in Q1 of fiscal 2025;

·Net loss attributable to shareholders was $2.01 million, a 21% increase from $1.66 million in Q1 of fiscal 2025;

2

·Reported basic and diluted loss per share of $0.04, compared to $0.03 for Q1 of fiscal 2025;

·On May 31, 2025, FingerMotion had $2.86 million in cash and cash equivalents, a working capital surplus of $9.4 million and shareholders’ equity of $16.2 million;

·On May 31, 2025, total assets were $55.71 million, total current liabilities were $39.49 million and total liabilities were $39.51 million;

·59,408,429 shares of common stock were issued and outstanding as of May 31, 2025.

“While topline rev

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2025-05-30 2025-05-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 30, 2025

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41187

46-4600326

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

111 Somerset Road, Level 3

Singapore

238164

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 2 – FINANCIAL INFORMATION

Item 2.02Results of Operations and Financial Condition.

On May 30, 2025, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the fiscal year ended February 28, 2025. The information regarding the financial results for the fiscal year ended February 28, 2025 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION 7 – REGULATION FD

Item 7.01Regulation FD Disclosure

On May 30, 2025, the Company issued a news release to report its financial results for the fiscal year ended February 28, 2025. To review the full financial results, please view the Company’s recent Form 10-K filing at www.sec.gov/edgar/search, which should be read in connection with this news release.

FY 2025 Financial Summary (results expressed in US$ unless otherwise indicated):

·Reported annual revenue of $35.61 million which was a decrease of $0.18 million or 0.5% compared to FY 2024 (includes Telecommunications Products & Services businesses, SMS & MMS, DaGe Platform, Command & Communication, and Big Data);

·Reported Year over Year annual decline in Telecommunications Products & Services business revenue of $5.59 million or 17% compared to FY 2024;

·Reported Year over Year annual growth in SMS & MMS business revenue of $5.52 million or 206% compared to FY 2024;

·Reported Year over Year annual decline in Big Data revenue of $0.39 million or 118% compared to FY 2024;

·Reported revenue from the DaGe Platform of $0.08 million in FY 2025;

·Reported revenue from Command & Communication (“C2 Platform”) of $0.19 million in FY 2025;

·Reported gross profits of $2.76 million which was a decrease of $1.10 million or 28% compared to FY 2024;

·Reported annual cost of revenue of $32.84 million which was an increase of $0.91 million or 3% compared to FY 2024;

·Reported operating expenses of $8.71 million which was an increase of $1.03 million or 13% compared to

FY 2024;

·Reported annual net loss of $5.11 million which was an increase of $1.30 million or 34% compared to FY 2024;

·Basic and Diluted loss per share of $0.09;

- 2 -

·At February 28, 2025, FingerMotion had $1.13 million in cash, a working capital surplus of $6.90 million and a positive shareholders’ equity of $13.66 million;

·At February 28, 2025, total assets were $48.82 million, total curr

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2025-01-15 2025-01-15

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 15, 2025

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41187

46-4600326

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

111 Somerset Road, Level 3

Singapore

238164

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

SECTION 2 – FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition.

On January 15, 2025, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the third quarter of fiscal year 2025 for the period ended November 30, 2024. The information regarding the financial results for the third fiscal quarter ended November 30, 2024 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On January 15, 2025, the Company issued a news release to report its financial results for the third quarter of fiscal year 2025 for the period ended November 30, 2024. To review the full financial results, please view the Company's recent 10-Q filing at www.sec.gov/edgar/search or on the Company’s website at www.fingermotion.com/investor-relations/financial-information/details, which should be read in connection with this news release.

Q3 2025 Financial Summary (results expressed in US$ unless otherwise indicated):

·Reported quarterly revenue of $8.53 million (includes Telecommunications Products & Services, and SMS & MMS Business), an increase of $2.39 million or 39% compared to Q3 of fiscal 2024;

·Reported quarterly increase in Telecommunications Products & Services business revenue of $2.36 million or 39% compared to Q3 of fiscal 2024;

·Reported SMS & MMS business revenue of $44,457 compared to $7,900 in Q3 of fiscal 2024;

·Reported quarterly Big Data revenue of $0 compared to $5,584 in Q3 of fiscal 2024;

·Reported quarterly cost of revenue of $8.09 million, an increase of $2.59 million or 47% compared to Q3 of fiscal 2024;

·Reported a gross profit of $0.44 million, a decrease of $0.19 million or 30% compared to Q3 of fiscal 2024;

-2-

·Reported quarterly loss of $1.66 million, a decrease of $0.28 million or 15% compared to Q3 of fiscal 2024;

·Reported basic and diluted loss per share of $0.03 versus a loss per share of $0.04 for Q3 of fiscal 2024;

·General and administrative expenses decreased by $676,566 or 30% during Q3 2025, while marketing costs increased by $99,515 or 243%. Share compensation expenses increased by $71,071 or 66%.

·On November 30, 2024, FingerMotion had $164,600 in cash and cash equivalents, a working capital surplus of $9,426,608 and shareholders' equity of $

false 0001602409

0001602409

2024-10-16 2024-10-16

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 16, 2024

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41187

46-4600326

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

111 Somerset Road, Level 3

Singapore

238164

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

SECTION 2 – FINANCIAL

INFORMATION

Item 2.02Results of Operations and Financial Condition.

On October 16, 2024, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the second quarter of fiscal year 2025 for the period ended August 31, 2024. The information regarding the financial results for the second fiscal quarter ended August 31, 2024 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION 7 – REGULATION FD

Item 7.01Regulation FD Disclosure

On October 16, 2024, the Company issued a news release to report its financial results for the second quarter of fiscal year 2025 for the period ended August 31, 2024. To review the full financial results, please view the Company's recent 10-Q filing at www.sec.gov/edgar/search or on the Company’s website at www.fingermotion.com/investor-relations/financial-information/details, which should be read in connection with this news release.

Q2 2025 Financial Summary (results expressed in US$ unless otherwise indicated):

Reported quarterly revenue of $8.46 million (includes Telecommunications Products & Services, SMS & MMS Business, and Command & Communication), a decrease of $0.82 million or 9% compared to Q2 of fiscal 2024;

Reported quarterly decrease in Telecommunications Products & Services business revenue of $0.77 million or 8% compared to Q2 of fiscal 2024;

Reported SMS & MMS business revenue of $3,770 compared to $8,192 in Q2 of fiscal 2024;

Reported quarterly Command & Communication revenue of $28,730 compared to $0 in Q2 of fiscal 2024:

Reported quarterly Big Data revenue of $0 compared to $76,746 in Q2 of fiscal 2024;

Reported quarterly cost of revenue of $8.16 million, an increase of $0.72 million or 10% compared to Q2 of fiscal 2024;

Reported a gross profit of $0.30 million, a decrease of $1.54 million or 84% compared to Q2 of fiscal 2024;

Reported quarterly loss attributable to the Company’s shareholders of $1.69 million, an increase of $1.55 million or 1,159% compared to Q2 of fiscal 2024;

Reported basic and diluted loss per share of $(0.03) versus a loss per share of $(0.00) for Q2 of fiscal 2024;

At August 31, 2024, FingerMotion had $810,284 in cash and cash equivalents, a working capital surplus of $9,708,861 and shareholders' equity of $9,878,372;

At August 31, 2024, Total As

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0001602409

2024-06-28 2024-06-28

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 28, 2024

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41187

46-4600326

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

111 Somerset Road, Level 3

Singapore

238164

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 2 – FINANCIAL INFORMATION

Item 2.02Results of Operations and Financial Condition.

On June 28, 2024, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the first quarter of fiscal year 2025 for the period ended May 31, 2024. The information regarding the financial results for the first fiscal quarter ended May 31, 2024 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION 7 – REGULATION FD

Item 7.01Regulation FD Disclosure

On June 28, 2024, the Company issued a news release to report its financial results for the first quarter of fiscal year 2025 for the period ended May 31, 2024. To review the full financial results, please view the Company's recent 10-Q filing at www.sec.gov/edgar/search or on the Company’s website at www.fingermotion.com/investor-relations/financial-information/details, which should be read in connection with this news release.

Q1 2025 Financial Summary (results expressed in US$ unless otherwise indicated):

·Reported quarterly revenue of $8.37 million (includes SMS & MMS and Telecommunications Products & Services businesses), which was a decrease of $3.80 million or 31% compared to Q1 2024;

·Reported quarterly decrease in Telecommunications Products & Services business revenue of $11.80 million or 98% compared to Q1 2024;

·Reported quarterly Big Data revenue of $Nil compared to $.15 million in Q1 2024;

·Reported quarterly increase in SMS & MMS business revenue of $8.16 million compared to $.01 million in Q1 2024, which was an increase of 100,427% compared to Q1 2024;

·Reported quarterly cost of revenue of $7.69 million, which was a decrease of $3.81 million or 33% compared to Q1 2024;

·Reported a gross profit of $.68 million, which was an increase of $.02 million or 3% compared to Q1 2024;

·Reported quarterly loss of $1.66 million, which was an increase of $0.39 million or 31% compared to Q1 2024;

·Basic and Diluted loss per share of $0.03 versus a loss per share of $0.02 for Q1 2024;

·On May 31, 2024, FingerMotion had $1,064,124 in cash and cash equivalents, a working capital surplus of $10,732,123 and a positive shareholders’ equity of $10,906,006;

·Total Assets were $26.31 million, Total Current Liabilities were $15.31 million and Total Liabilities were $15.40 million; and

·52,712,850 common shares wer

false 0001602409

0001602409

2024-05-30 2024-05-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 30, 2024

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41187

46-4600326

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

111 Somerset Road, Level 3

Singapore

238164

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 2 – FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition.

On May 30, 2024, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the fiscal year ended February 29, 2024. The information regarding the financial results for the fiscal year ended February 29, 2024 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On May 30, 2024, the Company issued a news release to report its financial results for the fiscal year ended February 29, 2024. To review the full financial results, please view the Company’s recent Form 10-K filing at www.sec.gov/edgar/search, which should be read in connection with this news release.

FY 2024 Financial Summary (results expressed in US$ unless otherwise indicated):

·Reported annual revenue of $35.79 million which was an increase of $1.74 million or 5% compared to FY 2023 (includes Telecommunications Products & Services businesses, SMS & MMS, and Big Data);

·Reported Year over Year annual growth in Telecommunications Products & Services business revenue of $5.78 million or 21% compared to FY 2023;

·Reported Year over Year annual decline in SMS & MMS business revenue of $3.94 million or 60% compared to FY 2023;

·Reported Year over Year annual decline in Big Data revenue of $0.11 million or 25% compared to FY 2023;

·Reported gross profits of $3.86 million which was an increase of $1.54 million or 67% compared to FY 2023;

·Reported annual cost of revenue of $31.93 million which was an increase of $0.19 million or 1% compared to FY 2023;

·Reported operating expenses of $7.68 million which was a decrease of $1.31 million or 15% compared to

FY 2023;

·Reported annual net loss of $3.76 million which was a decrease of $3.78 million or 50% compared to FY 2023;

·Basic and Diluted loss per share of $0.07;

·At February 29, 2024, FingerMotion had $1.52 million in cash, a working capital surplus of $11.97 million and a positive shareholders’ equity of $12.06 million;

- 2 -

·At February 29, 2024, total assets were $18.81 million, total current liabilities and total liabilities were $6.75 million; and

·52,545,350 common shares were issued and outstanding as of February 29, 2024.

Strong revenue growth year over year highlighted the financial

false 0001602409

0001602409

2024-01-16 2024-01-16

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 16, 2024

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41187

46-4600326

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS

Employer Identification No.)

111 Somerset Road, Level 3

Singapore

238164

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 2 – FINANCIAL

INFORMATION

Item 2.02Results of Operations and Financial Condition.

On January 16, 2024, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the third quarter of fiscal 2024 for the period ended November 30, 2023. The information regarding the financial results for the third fiscal quarter ended November 30, 2023 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION 7 – REGULATION FD

Item 7.01Regulation FD Disclosure

On January 16, 2024, the Company issued a news release to report its financial results for the third quarter of fiscal 2024 for the period ended November 30, 2023. To review the full financial results, please view the Company’s recent 10-Q filing at www.sec.gov/edgar/search or on the Company’s website at www.fingermotion.com/investor-relations/financial-information/details, which should be read in connection with this news release.

Q3 2024 Financial Summary (results expressed in US$ unless otherwise indicated):

● Reported quarterly revenue of $6.14 million (includes SMS & MMS, Telecommunications Products & Services businesses, and Big Data) which was a decrease of $5.26 million or 46% compared to Q3 2023;

● Reported quarterly decrease in Telecommunications Products & Services business revenue of $4.22 million or 41% compared to Q3 2023;

● Reported quarterly Big Data revenue of $.01 million compared to $.19 million in Q3 2023;

● Reported quarterly SMS & MMS business revenue of $.01 million compared to $.87 million in Q3 2023;

● Reported quarterly cost of revenue of $5.50 million which was a decrease of $5.04 million or 48% compared to Q3 2023;

● Reported a gross profit of $.64 million which was a decrease of $.22 million or 26% compared to Q3 2023;

● Reported quarterly loss of $1.94 million which was a decrease of $0.58 million or 23% compared to Q3 2023;

● Basic and Diluted loss per share of $0.04 versus a loss per share of $0.06 for Q3 2023;

● On November 30, 2023, FingerMotion had $1,934,565 in cash and cash equivalents, a working capital surplus of $12,510,848 and a positive shareholders equity of $12,636,828;

● Total Assets were $17.57 million, Total Current Liabilities were $4.92 million and Total Liabilities were also $4.92 million; and

● 52,545,350 common shares were issued and outstandin

0001602409 false

0001602409

2023-10-16 2023-10-16

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 16, 2023

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41187

20-0077155

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS

Employer Identification No.)

111 Somerset Road, Level 3

Singapore

238164

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION

2 – FINANCIAL INFORMATION

Item 2.02Results of Operations and Financial Condition.

On October 16, 2023, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the second quarter of fiscal 2024 for the period ended August 31, 2023. The information regarding the financial results for the second fiscal quarter ended August 31, 2023 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION

7 – REGULATION FD

Item 7.01Regulation FD Disclosure

On October 16, 2023, the Company issued a news release to report its financial results for the second quarter of fiscal 2024 for the period ended August 31, 2023. To review the full financial results, please view the Company’s recent Form 10-Q filing on the SEC’s website at www.sec.gov/edgar/search or on the Company’s website at www.fingermotion.com/investor-relations/financial-information/details, which should be read in connection with this news release.

Q2 2024 Financial Summary (results expressed in US$ unless otherwise indicated):

●Reported quarterly revenue of $9.28 million (includes SMS & MMS, Telecommunications Products & Services businesses, and Big Data) which was an increase of $4.30 million or 86% compared to Q2 of fiscal 2023;

●Reported quarterly increase in Telecommunications Products & Services business revenue of $6.38 million or 227% compared to Q2 of fiscal 2023;

●Reported quarterly Big Data revenue of $.77 million compared to $.63 million in Q2 of fiscal 2023;

●Reported quarterly decline in SMS & MMS business revenue of $2.1 million or 100% compared to Q2 of fiscal 2023;

●Reported quarterly cost of revenue of $7.44 million which was an increase of $2.87 million or 63% compared to Q2 of fiscal 2023;

●Reported a gross profit of $1.84 million which was an increase of $1.42 million or 341% compared to Q2 of fiscal 2023;

●Reported quarterly loss of $134,081 which was a decrease of $1.40 million or 91% compared to Q2 of fiscal 2023;

●Basic and Diluted loss per share of $0.00 versus a loss per share of $0.04 for Q2 of fiscal 2023;

●On August 31, 2023, FingerMotion had $4,043,279 in cash, a working capital surplus of $14,031,352 and shareholders’ equity of $14,198,601;

●Total Assets were $20.30 million, Total Current Liabilities were $6.08 million and Total Liabilities were $6.08 million

0001602409 false

0001602409

2023-07-14 2023-07-14

iso4217:USD

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iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 14, 2023

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41187

20-0077155

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS

Employer Identification No.)

111 Somerset Road, Level 3

Singapore

238164

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION

2 – FINANCIAL INFORMATION

Item 2.02Results of Operations and Financial Condition.

On July 14, 2023, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the first quarter ended May 31, 2023. The information regarding the financial results for the first fiscal quarter ended May 31, 2023 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION

7 – REGULATION FD

Item 7.01Regulation FD Disclosure

On July 14, 2023, the Company issued a news release to report its financial results for the first quarter ended May 31, 2023. To review the full financial results, please view the Company’s recent Form 10-Q filing on the SEC’s website at www.sec.gov/edgar/search or on the Company’s website at www.fingermotion.com/investor-relations/financial-information/details, which should be read in connection with this news release.

Q1 2024 Financial Summary (results expressed in US$ unless otherwise indicated):

●Reported record quarterly revenue of $12.17 million (includes SMS & MMS, Telecommunications Products & Services and Big Data businesses);

●Reported a quarterly increase in revenues of $7.31 million or 151% compared to Q1 2023;

●Reported quarterly increase in Telecommunications Products & Services business revenue of $10.5 million or 692% compared to Q1 2023;

●Reported quarterly Big Data revenue of $0.15 million compared to $Nil in Q1 2023;

●Reported quarterly decline in SMS & MMS business revenue of $3.3 million or 100% compared to Q1 2023;

●Reported quarterly cost of revenue of $11.51 million which was an increase of $7.03 million or 157% compared to Q1 2023;

●Reported quarterly loss of $1.26 million which was an decrease of $0.18 million or 12% compared to Q1 2023;

●Basic and Diluted loss per share of $0.02 versus a loss per share of $0.03 for Q1 2023;

●On May 31, 2023, FingerMotion had $5.42 million in cash and cash equivalents, a working capital surplus of $13.76 million and a positive stockholders’ equity of $13.99 million;

●Total Assets were $14.60 million, Total Current Liabilities were $0.61 million and Total Liabilities were $0.61 million;

●51,988,030 common shares were issued and outstanding as of May 31, 2023.

- 1 -

The Company has significantly improved its balance sheet and exceeded the quarterly milestone of over $10 million in

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 30, 2023

Date of Report (Date of earliest event reported)

FINGERMOTION,

INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41187

20-0077155

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS

Employer Identification No.)

111 Somerset Road, Level 3

Singapore

238164

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

1460 Broadway, New York, NY 10036

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION

2 – FINANCIAL INFORMATION

Item 2.02Results of Operations and Financial Condition.

On May 30, 2023, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the fiscal year ended February 28, 2023. The information regarding the financial results for the fiscal year ended February 28, 2023 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION

7 – REGULATION FD

Item 7.01Regulation FD Disclosure

On May 30, 2023, the Company issued a news release to report its financial results for the fiscal year ended February 28, 2023. To review the full financial results, please view the Company’s recent Form 10-K filing at www.sec.gov/edgar/search, which should be read in connection with this news release.

FY 2023 Financial Summary (results expressed in US$ unless otherwise indicated):

●Reported annual revenue of $34.05 million which was an increase of $11.12 million or 49% compared to FY 2022 (includes SMS & MMS, Telecommunications Products & Services businesses, and Big Data);

●Reported Year over Year annual growth in Telecommunications Products & Services business revenue of $18.35 million or 212% compared to FY 2022;

●Reported Year over Year annual decline in SMS & MMS business revenue of $7.53 million or 53% compared to FY 2022;

●Reported Year over Year annual growth in Big Data revenue of $0.31 million or 233% compared to FY 2022;

●Reported gross profits of $2.32 million which was a decrease of $0.5 million or 17.6% compared to FY 2022;

●Reported annual cost of revenue of $31.74 million which was an increase of $11.62 million or 58% compared to FY 2022;

●Reported operating expenses of $8.98 million which was an increase of $1.30 million or 17% compared to FY 2022;

●Reported annual net loss of $7.54 million which was an increase of $2.60 million or 53% compared to FY 2022;

●Basic and Diluted loss per share of $0.17;

●At February 28, 2023, FingerMotion had $9.24 million in cash, a working capital surplus of $15.23 million and a positive shareholders’ equity of $12.97 million;

●At February 28, 2023, total assets were $17.55 million, total current liabilities were $2.04 million and total liabilities were $4.57 million; and

●49,432,214 common shares were issued and out

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xbrli:shares

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 13, 2023

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41187

20-0077155

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS

Employer Identification No.)

1460 Broadway

New York, New York

10036

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

SECTION

2 – FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition.

On January 17, 2023, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the third quarter ended November 30, 2022. The information regarding the financial results for the third fiscal quarter ended November 30, 2022 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION

7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On January 17, 2023, the Company issued a news release to report its financial results for the third quarter ended November 30, 2022. To review the full financial results, please view the Company’s recent Form 10-Q filing on the SEC’s website at www.sec.gov/edgar/search, which should be read in connection with this news release.

Q3 2023 Financial Summary (results expressed in US$ unless otherwise indicated):

●Reported record quarterly revenue of $11.40 million (includes SMS & MMS, Telecommunications Products & Services businesses, and Big Data);

●Reported a quarterly increase in revenues of 93% compared to Q3 2022;

●Reported sequential quarterly growth in revenue of $6.42 million from Q2 2023 representing a 129% increase quarter over quarter.

●Reported quarterly increase in Telecommunications Products & Services business revenue of $7.07 million or 215% compared to Q3 2022;

●Reported quarterly Big Data revenue of $.19 million compared to nil in Q3 2022;

●Reported quarterly decline in SMS & MMS business revenue of $1.75 million or 67% compared to Q3 2022;

●Reported quarterly cost of revenue of $10.54 million which was an increase of $5.61 million or 114% compared to Q3 2022;

●Reported quarterly loss of $2.52 million which was an increase of $1.49 million or 143% compared to Q3 2022;

●Basic and Diluted loss per share of $0.06 versus a loss per share of $0.02 for Q3 2022;

●On November 30, 2022, FingerMotion had $11,870,256 in cash, a working capital surplus of $16,713,400 and a positive shareholders’ equity of $12,193,986;

●Total Assets were $21.90 million, Total Current Liabilities were $4.87 million and Total Liabilities were $9.71 million;

●46,316,635 common shares were issued and outstanding as of November 30, 2022.

- 1 -

The Company exceeded the quarterly milestone of over $10 million in revenue for the quarter. The Co

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 18, 2022

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41187

20-0077155

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1460 Broadway

New York, New York

10036

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION

2 – FINANCIAL INFORMATION

Item 2.02Results of Operations and Financial Condition.

On October 18, 2022, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the second quarter ended August 31, 2022. The information regarding the financial results for the second fiscal quarter ended August 31, 2022 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION

7 – REGULATION FD

Item 7.01Regulation FD Disclosure

On October 18, 2022, the Company issued a news release to report its financial results for the second quarter ended August 31, 2022. To review the full financial results, please view the Company’s recent Form 10-Q filing on the SEC’s website at www.sec.gov/edgar/search, which should be read in connection with this news release.

Q2 2023 Financial Summary (results expressed in US$ unless otherwise indicated):

●Reported record quarterly revenue of $4.98 million (includes SMS & MMS, Telecommunications Products & Services businesses, and Big Data);

●Reported quarterly increase in Telecommunications Products & Services business revenue of $1.10 million or 64% compared to Q2 2022;

●Reported quarterly increase in Big Data revenue of $.03 million or 91% compared to Q2 2022 due to a new contract with Pacific Life Re in Asia;

●Reported quarterly decline in SMS & MMS business revenue of $1.53 million or 42% compared to Q2 2022;

●Reported quarterly cost of revenue of $4.57 million which was a decrease of $.12 million or 3% compared to Q2 2022;

●Reported quarterly loss of $1.54 million which was an increase of $.08 million or 6% compared to Q2 2022;

●Basic and Diluted loss per share of $0.04 versus a loss per share of $0.04 for Q2 2022;

●On August 31, 2022, FingerMotion had $1,984,562 in cash, a working capital surplus of $6,728,711 and positive shareholders’ equity of $2,168,824;

●Total Assets were $10.46 million, Total Current Liabilities were $3.40 million and Total Liabilities were $8.29 million;

●42,857,260 common shares were issued and outstanding as of August 31, 2022.

- 1 -

Despite headwinds from the Chinese “lockdowns” during the quarter the Company still grew sequential topline revenue to $4.98 million which represents 2.5% over the preceding quarter. Strong growth continued in both the mobile recharge and big data division. Operat

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 15, 2022

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41187

20-0077155

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1460 Broadway

New York, New York

10036

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION

2 – FINANCIAL INFORMATION

Item 2.02Results of Operations and Financial Condition.

On July 18, 2022, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the first quarter ended May 31, 2022. The information regarding the financial results for the first fiscal quarter ended May 31, 2022 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION

7 – REGULATION FD

Item 7.01Regulation FD Disclosure

On July 18, 2022, the Company issued a news release to report its financial results for the first quarter ended May 31, 2022. To review the full financial results, please view the Company’s recent Form 10-Q filing on the SEC’s website at www.sec.gov/edgar/search or on the Company’s website at www.fingermotion.com/investor-relations/financial-information/details, which should be read in connection with this news release.

Q1 2023 Financial Summary (results expressed in US$ unless otherwise indicated):

● Reported record quarterly revenue of $4.86 million (includes SMS & MMS and Telecommunications Products & Services businesses);

● Reported quarterly decline in SMS & MMS business revenue of $.82 million or 20% compared to Q1 2022;

● Reported quarterly decline in Telecommunications Products & Services business revenue of $.22 million or 13% compared to Q1 2022;

● No revenues was recorded in the quarter for Big Data;

● Reported quarterly cost of revenue of $4.48 million which was a decrease of $.90 million or 17% compared to Q1 2022;

● Reported quarterly loss of $1.44 million which was an increase of $.53 million or 58% compared to Q1 2022;

● Basic and Diluted loss per share of $0.03 versus a loss per share of $0.02 for Q1 2022;

● On May 31, 2022, FingerMotion had $805,548 in cash, a working capital surplus of $3,515,768 and a positive shareholders equity of 3,773,462;

● Total Assets were $9.21 million, Total Current Liabilities were $5.31 million and Total Liabilities were $5.43 million; and

● 42,777,260 common shares were issued and outstanding as of May 31, 2022.

- 1 -

The first quarter generated $4.86 million in revenue. Softness in the quarter was a direct result of “lockdowns” in China which had a significant effect on operations, but towards the end of the quarter, were returning to pre-lockdown levels. “One factor that that seems to be ove

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 1, 2022

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-41187 20-0077155

(State or other jurisdiction of incorporation) (Commission File Number)

(IRS

Employer Identification No.)

1460 Broadway New York, New York

10036

(Address of principal executive offices) (Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

SECTION

2 – FINANCIAL INFORMATION

Item 2.02Results of Operations and Financial Condition.

On June 1 2022, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the fiscal year ended February 28, 2022. The information regarding the financial results for the fiscal year ended February 28, 2022 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION

7 – REGULATION FD

Item 7.01Regulation FD Disclosure

On June 1, 2022, the Company issued a news release announcing its financial results for the fiscal year ended February 28, 2022. To review the full financial results, please view the Company’s recent Form 10-K filing at www.sec.gov/edgar/search, which should be read in connection with this news release.

FY 2022 Financial Summary (results expressed in US$ unless otherwise indicated):

●Reported annual revenue of $22.93 million which was an increase of $6.24 million or 37% compared to FY 2021 (includes SMS & MMS, Telecommunications Products & Services businesses, and Big Data);

●Reported Year over Year annual growth in Telecommunications Products & Services business revenue of $5.45 million or 170% compared to FY 2021;

●Reported Year over Year annual growth in SMS & MMS business revenue of $.70 million or 5% compared to FY 2021;

●Reported Year over Year annual growth in Big Data revenue of $.10 million or 297% compared to FY 2021;

●Reported gross profits of $2.81 million which was an increase of $1.17 million or 71% compared to

FY 2021;

●Reported annual cost of revenue of $20.11 million which was an increase of $5.08 million or 34% compared to FY 2021;

●Reported annual net loss of $4.94 million which was an increase of $0.56 million or 13% compared to

FY 2021;

●Basic and diluted loss per share of $0.12;

●At February 28, 2022, FingerMotion had $461,933 in cash and cash equivalents, a working capital surplus of $4.93 million and a positive shareholders’ equity of $5.09 million;

●At February 28, 2022, total assets were $10.37 million, total current liabilities were $5.28 million and total liabilities were $5.28 million; and

●42,627,260 common shares were issued and outstanding as of February 28, 2022.

-2-

“The Company achieved a NASDAQ uplisting in December 2021 which was a major milestone for the Company,” stated Martin Shen, CEO of FingerMotion. “During th

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 18, 2022

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-41187 20-0077155

(State or other jurisdiction of incorporation) (Commission File Number)

(IRS

Employer Identification No.)

1460 Broadway

New York, New York 10036

(Address of principal executive offices) (Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

Common Stock

FNGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION

2 – FINANCIAL INFORMATION

Item 2.02Results of Operations and Financial Condition.

On January 18, 2022, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the third quarter ended November 30, 2021. The information regarding the financial results for the third fiscal quarter ended November 30, 2021 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION

7 – REGULATION FD

Item 7.01Regulation FD Disclosure

On January 18, 2022, the Company issued a news release to report its financial results for the third quarter ended November 30, 2021. To review the full financial results, please view the Company’s recent Form 10-Q filing at www.sec.gov/edgar/search, which should be read in connection with this news release.

Q3 2022 Financial Summary (results expressed in US$ unless otherwise indicated):

●Reported quarterly revenue of $5.9 million which was an increase of $1.02 million or 21% compared to Q3 2020 (includes SMS & MMS, Telecommunications Products & Services businesses, and Big Data);

●Reported Year over Year quarterly growth in Telecommunications Products & Services business revenue of $2.8 million or 580% compared to Q3 2020;

●Reported quarterly loss in SMS & MMS business revenue of $1.78 million or 40% compared to Q3 2020;

●Reported no revenues in Big Data;

●Reported gross profits of $967,075 which was an increase of $346,532 or 56% compared to Q3 2020;

●Reported quarterly cost of revenue of $4.93 million which was an increase of $0.67 million or 16% compared to Q3 2020;

●Reported quarterly net loss of $1,037,172 which was an increase of $0.33 million or 47% compared to

Q3 2022;

●Basic and Diluted loss per share of $0.02;

●On November 30, 2021, FingerMotion had $1,116,448 in cash, a working capital surplus of $5,489,655 and a positive shareholders equity of $5,667,780;

●Total Assets were $9.95 million, Total Current Liabilities were $4.28 million and Total Liabilities were $4.28 million; and

●42,482,260 common shares were issued and outstanding as of November 30, 2021.

-2-

Strong profitability emerged in the quarter as we set a new record of $967,075 in gross profit.

“The third quarter finished strong with $5.9 million in revenue and an acceleration of our top up business,” stated Martin Shen, CEO of FingerMotion. “During the quarter we were aggressive in rolli

0001602409 false

0001602409

2021-10-14 2021-10-14

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 14, 2021

Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-55477 20-0077155

(State or other jurisdiction of incorporation) (Commission File Number)

(IRS

Employer Identification No.)

1460 Broadway

New York, New York

10036

(Address of principal executive offices)

(Zip Code)

(347) 349-5339

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered

N/A N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

-1-

SECTION

2 – FINANCIAL INFORMATION

Item 2.02Results of Operations and Financial Condition.

On October 14, 2021, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the second quarter ended August 31, 2021. The information regarding the financial results for the second fiscal quarter ended August 31, 2021 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION

7 – REGULATION FD

Item 7.01Regulation FD Disclosure

On October 14, 2021, the Company issued a news release to report its financial results for the second quarter ended August 31, 2021. To review the full financial results, please view the Company’s recent Form 10-Q filing at www.sec.gov/edgar/search, which should be read in connection with this news release.

Q2 2022 Financial Summary (results expressed in US$ unless otherwise indicated):

●Reported quarterly revenue of $5.39 million (includes SMS & MMS, Telecommunications Products & Services businesses, and Big Data);

●Reported quarterly growth in SMS & MMS business revenue of $0.73 million or 25% compared to Q2 2021;

●Reported quarterly growth in Telecommunications Products & Services business revenue of $1.0 million or 142% compared to Q2 2021;

●Reported revenues of $32,702 in Big Data;

●Reported quarterly cost of revenue of $4.69 million which was an increase of $1.33 million or 39% compared to Q2 2021;

●Reported quarterly net loss of $1,454,617 which was an increase of $0.49 million or 51% compared to

Q2 2021;

●Basic and Diluted loss per share of $0.04;

●At August 31, 2021, FingerMotion had $878,085 in cash, a working capital surplus of $5,037,533, and a positive shareholders’ equity of $5,228,987;

●Total Assets were $9.38 million, Total Current Liabilities were $4.15 million and Total Liabilities were $4.15 million; and

●42,201,260 common shares were issued and outstanding as of August 31, 2021.

Strong growth continued in both the Telecommunications Products & Services (mobile recharge platform) and the SMS & MMS texting service.

-2-

“The second quarter generated solid revenue of $5.39 million and saw continued growth in year over year revenues,” stated Martin Shen, CEO of FingerMotion. “Growth continues unabated with the SMS texting due to our optimized prepayments of bulk inventory purchases. Contributing to the growth and margin expansion was from the subs