FingerMotion, Inc 8-K, filed Aug 9, 2024
FingerMotion, Inc. (FNGR)
About this 8-K
FingerMotion, Inc filed this 8-K on August 9, 2024, reporting on events of August 5, 2024.
Items reported
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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SECTION 8 – OTHER EVENTS
| Item 8.01 | Other Events |
In May 2024, the Board of Directors (the “Board”) of FingerMotion, Inc. (the “Company”), approved an unregistered, non-brokered private placement offering (the “Offering”) of up to 800,000 shares of common stock (the “Shares”) at a price of $2.50 per Share (the “Subscription Price”), for aggregate gross proceeds of up to $2,000,000. To date, the Company has received executed subscriptions (the “Subscriptions”) from certain offshore subscribers for 310,000 Shares at an aggregate subscription price of $775,000, in reliance on Rule 903 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).
Since early June 2024, the trading price of the Company’s common stock on the Nasdaq Capital Market has been decreasing and is currently less than the Subscription Price. Accordingly, on August 5, 2024, the Board authorized a reduction of the Subscription Price from $2.50 to $1.50 per Share, such that the Offering will now be up to 1,333,333 Shares (including the 310,000 Shares that are the subject of the Subscriptions, which are also being adjusted to reflect the new Subscription Price) for total gross proceeds of up to $2,000,000.
The Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. person or any person in the United States, absent an exemption from the registration requirements of the U.S. Securities Act. Nothing in this current report on Form 8-K constitutes an offer to buy, or a solicitation of an offer to sell, securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful. “United States” and “U.S. person” have the respective meanings ascribed to them in Regulation S. This current report on Form 8-K is being filed pursuant to and in accordance with Rule 135c under the U.S. Securities Act.
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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: August 9, 2024 | By: | /s/ Martin J. Shen |
| Martin J. Shen CEO and Director | ||
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