Form 8-K

8-K — FingerMotion, Inc.

Accession: 0001493152-26-041574

Filed: 2026-09-04

Period: 2026-08-31

CIK: 0001602409

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

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

August

31, 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. ☐

Section

1 – Registrant’s Business and Operations

Item

1.01 Entry into a Material Definitive Agreement.

previously reported, on August 31, 2026, FingerMotion, Inc. (the “Company”) entered into a securities purchase agreement

(the “Purchase Agreement”) with an institutional investor (the “Purchaser”), which provides for

the issuance and sale, in a registered direct offering by the Company of 3,958,055 shares of its common stock, par value $0.0001 per

share (the “Common Stock”), at a purchase price of $0.24 per share of Common Stock and Pre-funded Warrants (as defined

below) to purchase 12,708,611 shares of its Common Stock (the Common Stock and the Pre-funded Warrants being collectively referred to

as the “Securities”) (the “Offering”). The Company issued the Common Stock on August 31, 2026.

also issued to such purchaser whose purchase of shares of our Common Stock in this offering would otherwise result in the purchaser,

together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s Common Stock 12,708,611

pre-funded warrants (the “Pre-funded Warrants”) to purchase shares of common stock in lieu of shares of common stock.

Each Pre-Funded Warrant is exercisable for one share of our common stock and is immediately exercisable and will expire when exercised

in full. The purchase price of each Pre-Funded Warrant is $0.2399, which is equal to the price per share of common stock being sold to

the public, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share.

The

Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers, and customary

indemnification rights and obligations of the parties.

The

Securities were offered and sold pursuant to the Registration Statement on Form S-3 (File No. 333-274456), which was declared effective

by the Securities and Exchange Commission on September 29, 2023 (the “Registration Statement”). The Company filed

a prospectus supplement to the base prospectus incorporated in the Registration Statement with the SEC on the date hereof in connection

with the Offering.

The

Company netted proceeds of approximately $4.0 million from the Offering, after deducting the estimated offering expenses payable by the

Company. The Company intends to use the net proceeds from the Offering for general corporate and working capital purposes.

The

foregoing summaries of the Purchase Agreement and Pre-funded Warrant do not purport to be complete and are subject to, and qualified

in their entirety by, a copy of such document attached as exhibits to a prior Current Report on Form 8-K, also filed on August 31, 2026,

which are incorporated herein by reference.

Item

1.02 Termination of a Material Definitive Agreement

August 31, 2026, the Company also confirmed as of that date it has terminated its at-the-market issuance sales agreement with R.F. Lafferty

& Co., Inc., originally dated October 23, 2025.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

The

following exhibits are being filed herewith:

Exhibit

Description

5.1

Opinion

23.1

Consent (contained in Exhibit 5.1)

104

Cover

Page Interactive Data File (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:

September 4, 2026

By:

/s/

Jolie Kahn

Jolie

Kahn

CEO

and Director

EX-5.1

Filename: ex5-1.htm · Sequence: 2

Exhibit

5.1

Jolie

Kahn, Esq.

430

Park Avenue, 19th floor

New

York, NY 10022

August

31, 2026

FingerMotion,

Inc.

111

Somerset Road, Level 3

Singapore

238164

Re:

FingerMotion, Inc. Prospectus Supplement to Shelf Registration Statement on Form S-3

Ladies

and Gentlemen:

have acted as counsel to FingerMotion, Inc., a Delaware corporation (the “Company”), in connection with the Prospectus Supplement

filed with the SEC on August 31, 2026, on Form 424B5 with respect to the Registration Statement on Form S-3 (File No. 333-274456), which

was declared effective by the SEC on September 29, 2023 (the “Registration Statement”) all under the Securities Act of 1933,

as amended (the “Securities Act”), upon which the Company registered in a registered direct offering by the Company of 3,958,055

shares of its common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $0.24 per share

of Common Stock and Pre-funded Warrants to purchase 12,708,611 shares of its Common Stock (the Common Stock and the Pre-funded Warrants

being collectively referred to as the “Offered Securities”) (the “Offering”). This opinion is being

furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

rendering the opinions stated herein, we have examined and relied upon the following:

(i)

the

Registration Statement;

(ii)

the

Certificate of Incorporation of the Company, as amended, as certified by the Secretary of

the State of Delaware (the “Certificate of Incorporation”);

(iii)

the

By-laws of the Company (the “By-laws”); and

(iv)

copy of certain resolutions of the board of directors of the Company (the “Board of Directors”) with respect thereto.

have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such

agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others,

and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all

natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents

submitted to us as facsimile, electronic, certified or photostatic copies and the authenticity of the originals of such copies. In making

our examination of executed documents or documents to be executed, we have assumed that the parties thereto, other than the Company,

will have been duly organized and be validly existing in good standing, had or will have the power, corporate or otherwise, to enter

into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other,

and the execution and delivery by such parties of such documents, and, as to parties other than the Company, the validity and binding

effect thereof on such parties.

do not express any opinion with respect to the laws of any jurisdiction other than (i) the General Corporation Law of the State of Delaware

(the “DGCL”) and (ii) the laws of the State of New York, and to the extent that judicial or regulatory orders or decrees

or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are

relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). The Offered Securities

may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations,

as in effect on the date hereof, which laws are subject to change with possible retroactive effect.

Based

upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions stated herein, we are of the opinion that:

With respect to any shares of any Common Stock offered by the Company and shares of Common Stock issuable and issued upon exercise of

the Pre-Funded Warrants, such Common Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable.

With respect to the Pre-Funded Warrants, such Pre-Funded Warrants are duly authorized and validly issued and are valid and binding obligations

of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforcement thereof

may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter

in effect relating to creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered

in a proceeding at law or in equity), and (c) public policy considerations which may limit the rights of parties to obtain remedies.

hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also hereby consent

to the reference to our firm under the heading “Legal Matters” in the prospectus which forms a part of the Registration Statement.

In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7

of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated,

and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes

in applicable laws.

Very

truly yours,

/s/

Jolie Kahn

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