Form 8-K

8-K — FingerMotion, Inc.

Accession: 0001493152-26-036768

Filed: 2026-08-10

Period: 2026-08-04

CIK: 0001602409

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

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8-K — form8-k.htm (Primary)

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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

August

4, 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

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 ☐

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. ☐

Item 5.02

Departure of an Executive

Officer and Director; Appointment of an Executive Officer and Director

August 4, 2026, Martin Shen resigned as Chief Executive Officer and Director of FingerMotion, Inc. (the “Company”). Effective

as of the same date, Ms. Kahn was appointed Chief Executive Officer and Director, filling Mr. Shen’s vacated seat on the Board.

Ms.

Kahn has been a public-company CEO, CFO, and corporate finance attorney with more than $5 billion in capital raises and over three decades

advising public companies and institutional investors across cryptocurrency, data centers, capital markets, fintech, power, and high-growth

technology. She has also served as General Counsel, outside counsel, and board advisor to multiple Nasdaq- and NYSE- listed companies,

leading large-scale financings, M&A, PIPEs, reverse mergers, and strategic growth transactions in the U.S. and internationally. She

served as Principal Outside Counsel and General Counsel to one of the world’s largest Bitcoin miners, where she oversaw SEC compliance,

governance, audits, major financings, and global regulatory matters during a period when the company reached a multi billion dollar valuation.

Jolie

Kahn has an extensive background in corporate finance and corporate and securities law. She has been the proprietor of Jolie Kahn, Esq.

since 2002 and still practices law on a limited basis. Ms. Kahn has also acted in various corporate finance roles, including extensive

involvement of preparation of period filings and financial statements and playing an integral part in public company audits. She has

worked with companies and hedge funds in complex transactions involving the structuring and negotiation of multi-million-dollar debt

and equity financings, mergers, and acquisitions. Ms. Kahn has practiced law in the areas of corporate finance, mergers & acquisitions,

reverse mergers, and general corporate, banking, and real estate matters. She has represented both public and private companies, and

institutional investors in their role as investors in public companies. Ms. Kahn served as Chief Executive Officer of AVAX One Technology,

Ltd. from June 2024 through July 2026. She also served, on a part time basis, as Interim CFO of GlucoTrack, Inc. from 2019 – 2023

and served, on a part time basis, as CFO of Ocean Biomedical, Inc. from March 2024 to June 2025. Ms. Kahn holds a BA from Cornell University

and a J.D. magna cum laude from the Benjamin N. Cardozo School of Law.

Item

9.01

Financial

Statements and Exhibits

(d)

Exhibits

Exhibit

Description

99.1

News Release dated August 5, 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:

August 10, 2026

By:

/s/

Jolie Kahn

Jolie

Kahn

CEO and Director

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

FingerMotion

Announces Leadership Change

Seasoned

Nasdaq senior executive and corporate attorney brings proven public company leadership to FingerMotion

Singapore,

Singapore, August 5, 2026 (GLOBE NEWSWIRE) - FingerMotion, Inc. (NASDAQ: FNGR) (“FingerMotion” or the “Company”),

a mobile services, data and technology company, announced the appointment, effective yesterday, of Jolie Kahn as Chief Executive Officer

for the Company, replacing Martin Shen.

Martin

Shen, outgoing Chief Executive Officer, comments, “As I step down as Chief Executive Officer of FingerMotion, I want to express

my sincere gratitude to the FingerMotion community – my colleagues, our shareholders, employees, customers and partners - for their

trust, dedication, and unwavering support throughout this remarkable journey. Together, we guided the Company from its early days on

the OTC Markets to achieving a Nasdaq listing—a milestone that reflected the hard work, resilience, and commitment of our entire

team. Along the way, we strengthened our business, expanded our opportunities, and built a solid foundation for long-term growth. As

I pass the leadership of the Company to the next generation, I do so with great confidence in FingerMotion’s future, and I am excited

to see what’s next for this Company. Thank you for the opportunity to serve as your CEO. It has been one of the greatest honors

of my professional career, and a privilege to have been part of FingerMotion’s journey.”

Ms.

Kahn brings extensive experience in corporate finance, management, and corporate and securities law. Most recently, she served as Chief

Executive Officer of AVAX One Technology Ltd., a digital asset treasury company, where she led the company’s rebrand and strategic

pivot to an Avalanche (AVAX) digital asset treasury. She previously served as counsel for one of the largest publicly traded Bitcoin

mining companies in North America as well as interim CFO to several Nasdaq listed companies.

Throughout

her career, Ms. Kahn has held various corporate finance positions, including significant involvement in the preparation of periodic filings

and financial statements, public company audits, and the structuring and negotiation of complex multi-million-dollar debt and equity

financings, mergers, acquisitions, and reverse mergers. She also represents public and private companies, hedge funds, and other institutional

investors in their investments in public companies. Ms. Kahn holds a B.A. from Cornell University and a J.D., magna cum laude, from the

Benjamin N. Cardozo School of Law.

“FingerMotion

is at a pivotal juncture in its evolution, and I am honored to step into this role,” said Ms. Kahn. “I look forward to working

closely with the Board and the entire FingerMotion team to build on the foundation Martin Shen has established, sharpen our strategic

focus, and drive long-term value for shareholders.”

About

FingerMotion, Inc.

FingerMotion

is an evolving technology company. 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 evaluates other emerging technologies

as it determines its business objectives for the future.

For

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

Company

Contact:

FingerMotion,

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

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 Reform 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 our securities.

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