Form 8-K

8-K — FingerMotion, Inc.

Accession: 0001520138-26-000270

Filed: 2026-07-16

Period: 2026-07-16

CIK: 0001602409

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — fngr-20260716_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (fngr-20260716_8kex99z1.htm)

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8-K — CURRENT REPORT

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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, 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 July 16, 2026, FingerMotion, Inc. (the “Company”)

issued a news release to report its financial results for the first quarter of fiscal year 2027 for the period ended May 31, 2026. The

information regarding the financial results for the first fiscal quarter ended May 31, 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 July 16, 2026,

the Company issued a news release 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%;

-2-

· 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.”

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 July 16, 2026

104

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

-3-

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: July 16, 2026

By:

/s/ Martin J. Shen

Martin J. Shen

CEO and Director

-4-

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: fngr-20260716_8kex99z1.htm · Sequence: 2

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 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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