Form 8-K

8-K — FingerMotion, Inc.

Accession: 0001520138-26-000196

Filed: 2026-05-29

Period: 2026-05-29

CIK: 0001602409

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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 29, 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 May 29, 2026, FingerMotion, Inc. (the “Company”)

issued a news release to report its financial results for the fiscal year ended February 28, 2026. The information regarding the financial

results for the fiscal year ended February 28, 2026 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 29, 2026, the Company issued a news release

to report its financial results for the fiscal year ended February 28, 2026. 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 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.

A copy of the news release is attached as Exhibit

99.1 hereto.

The information in this Item 7.01 (including Exhibit

99.1) shall not be deemed “filed” for purposes of Section 18 of 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 Securities Act, or the Exchange Act, except

as expressly set forth by specific reference in such a filing.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

Description

99.1

News Release dated May 29, 2026

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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: May 29, 2026

By:

/s/ Martin J. Shen

Martin J. Shen

CEO and Director

EX-99

Filename: fngr-05292026_8kex99z1.htm · Sequence: 2

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 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 based these forward-looking statements on our current expectations about future events or performance. While we believe these

expectations are reasonable, 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

economic and market conditions; demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability

of the Company 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; business

disruptions, such as technological failures and/or cybersecurity breaches; and the other factors discussed in the Company's periodic

reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). There can

be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those

anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this

news release and in any document referred to in this news release. The forward-looking statements included in this release are made only

as of the date hereof. For forward-looking statements in this news release, the Company claims the protection of the safe harbor for

forward-looking statements contained in the Private Securities Litigation Report Act of 1995. The Company assumes no obligation to update

or supplement any forward-looking statements whether as a result of new information, future events or otherwise. This news release shall

not constitute an offer to sell or the solicitation of any offer to buy the Company's securities.

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