8-K
FingerMotion, Inc. (FNGR)
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 19, 2022Date of Report (Date of earliest event reported)
FINGERMOTION, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41187 | 20-0077155 |
|---|---|---|
| (State<br> or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 1460 Broadway New York, New York | 10036 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(347)
349-5339 Registrant’s telephone number, including area code
Notapplicable.(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol (s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> 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
8 – OTHER EVENTS
Item8.01 Other Events
On October 19, 2022, FingerMotion, Inc. (the “Company” or “FingerMotion”) issued a news release to announce a cooperation agreement between Suning.com and FingerMotion’s subsidiary, Shanghai JiuGe Information Technology Co., Ltd (“JiuGe”). The cooperation agreement makes JiuGe the provider of top-up service on Suning.com’s e-commerce portal. The agreement calls for JiuGe to provide operational support in the form of platform development, marketing and testing.
“Our Top-up business continues to expand,” said Martin Shen, CEO of FingerMotion, Inc. “We have now on-boarded 5 of the top 10 Chinese e-commerce portal sites. We believe this major achievement is related to our open-source technology that allows e-commerce portals to quickly integrate with our system. We have our sights set on future expansion and plan to continue pursuing the remaining e-commerce portals. We have found that the pandemic has accelerated the consumers online shopping preferences.”
October2020 Warrant Extension
The Company’s board of directors has authorized a six month extension to the expiry date of the common stock purchase warrants that the Company issued on October 19, 2020 which have an expiry date of October 19, 2022 and an exercise price of $2.00 per share (the “October 2020 Warrants”). The new expiry date of the October 2020 Warrants is April 19, 2023.
A copy of the news release is attached as Exhibit 99.1 hereto.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit | Description |
|---|---|
| 99.1 | News<br> Release dated October 19, 2022 |
| 104 | Cover<br> Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FINGERMOTION, INC. | ||
|---|---|---|
| DATE:October 20, 2022 | By: | /s/ Martin J. Shen |
| Martin J. Shen | ||
| CEO |
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Exhibit 99.1
FingerMotion’sSubsidiary Shanghai JiuGe Information Technology & Suning.com Expand Top-up Service to Major E-Commerce Portal
October2020 Warrants Extended
NEWYORK, NY October 19, 2022 (GLOBE NEWSWIRE) -- FingerMotion, Inc. (“FingerMotion” or the “Company”)(Nasdaq: FNGR), a mobile data and services company, is pleased to announce a cooperation agreement between Suning.com and FingerMotion’s subsidiary, Shanghai JiuGe Information Technology Co., Ltd (“JiuGe”). The cooperation agreement makes JiuGe the provider of top-up service on Suning.com’s e-commerce portal. The agreement calls for JiuGe to provide operational support in the form of platform development, marketing and testing.
“Our Top-up business continues to expand,” said Martin Shen, CEO of FingerMotion, Inc. “We have now on-boarded 5 of the top 10 Chinese e-commerce portal sites. We believe this major achievement is related to our open-source technology that allows e-commerce portals to quickly integrate with our system. We have our sights set on future expansion and plan to continue pursuing the remaining e-commerce portals. We have found that the pandemic has accelerated the consumers online shopping preferences.”
October2020 Warrant Extension
The Company’s board of directors has authorized a six month extension to the expiry date of the common stock purchase warrants that the Company issued on October 19, 2020 which have an expiry date of October 19, 2022 and an exercise price of $2.00 per share (the “October2020 Warrants”). The new expiry date of the October 2020 Warrants is April 19, 2023.
AboutSuning.com
Suning.com was founded in December 1990 and has transformed into a top 10 e-commerce site. The company is headquartered in Nanjing and its portal primarily caters to consumers shopping for home appliances, consumer electronics, health, and beauty products. The e-commerce portal has an estimated 8 million in monthly traffic. In 2020, Suning.com was ranked among the Fortune Global 500, and ranked first in the retail industry with a brand value of 296.815 billion yuan in 2020.
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AboutFingerMotion, Inc.
FingerMotion is an evolving technology company with a core competency in mobile payment and recharge platform solutions in China. It is one of only a few companies in China with access to wholesale rechargeable minutes from China’s largest mobile phone providers that can be resold to consumers. 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.
CompanyContact:
FingerMotion, Inc.
For further information e-mail: info@fingermotion.com
Phone: 718-269-3366
InvestorRelations Contact:
Skyline Corporate Communications Group, LLC
Scott Powell, President
One Rockefeller Plaza, 11th Floor
New York, NY 10020
Office: (646) 893-5835
Email: info@skylineccg.com
SafeHarbor Statement
Thisrelease contains forward-looking statements that involve risks and uncertainties. Forward-looking statements give our current expectationsof forecasts of future events. All statements other than statements of current or historical fact contained in this release, includingstatements regarding our future financial position, business strategy, new products, budgets, liquidity, cash flows, projected costs,regulatory approvals or the impact of any laws or regulations applicable to us, and plans and objectives of management for future operations,are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”“should,” “estimate,” “expect,” “hope,” “intend,” “may,” “plan,”“project,” “will,” and similar expressions, as they relate to us, are intended to identify forward-looking statements.We have based these forward-looking statements on our current expectations about future events. While we believe these expectations arereasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control.Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons.Factors that could contribute to such differences include, but are not limited to: international, national and local general economicand market conditions; demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of theCompany to manage its VIE contracts; the ability of the Company to maintain its relationships and licenses in China; adverse publicity;competition and changes in the Chinese telecommunications market; fluctuations and difficulty in forecasting operating results; businessdisruptions, such as technological failures and/or cybersecurity breaches; and the other factors discussed in the Company’s periodicreports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). Given these risksand uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements includedin this release are made only as of the date hereof. We do not undertake any obligation to update any such statements or to publiclyannounce the results of any revisions to any of such statements to reflect future events or developments.
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