Form 8-K - Current report
05 October 2023 - 7:15AM
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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
October
4, 2023
Date of Report (Date of earliest event reported)
FINGERMOTION, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-41187 |
|
20-0077155 |
| (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
7 – REGULATION FD
Item
7.01 Regulation FD Disclosure
On
October 4, 2023, FingerMotion, Inc. (the “Company” or “FingerMotion”) issued a news release in response to the
short seller report issued by Capybara Research (the “Capybara Report”), a short selling research firm, on October 3, 2023.
Based
on the review by the Company’s management team, we believe that the Capybara Report contain many errors, unsupported speculations
and inaccurate interpretations of events. The Company’s management, together with its Board of Directors, intends to further review
and examine the allegations and misinformation therein and will take whatever necessary and appropriate actions may be required to protect
the interest of its shareholders. The Company is already in the process of identifying and engaging experts who can assist it in identifying
the perpetrators behind this coordinated action.
The
Company endeavors to provide full and accurate disclosure to investors and rebut any false claims that attempt to impair market confidence
in FingerMotion’s business, operations and financial statements. The Company is committed to maintaining the highest standards of corporate
governance, as well as transparent and timely disclosure in compliance with the applicable rules and regulations of the
United States Securities and Exchange Commission and the Nasdaq rules.
Furthermore,
the Company recently filed the Form S-3 registration statement which was declared effective by the SEC on September 29, 2023. The Form
S-3 is an unallocated universal shelf registration statement for $300 million of securities of FingerMotion of which only $25 million
has been allocated to an at-the-market offering. The Company is aware that any fund raising at current levels would be entirely too dilutive
to the shareholders and the Form S-3 is in place to enable thoughtful access to capital should the need arise. The Company has no current
plans in place to utilize the ATM but has made the allocation in the best interests of its shareholders given the prolonged uncertainty
and volatility in the capital markets.
A
copy of the news release is attached as Exhibit 99.1 hereto.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item
9.01 | Financial
Statements and Exhibits |
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: October
4, 2023 |
By: |
/s/
Martin J. Shen |
| |
|
Martin
J. Shen |
| |
|
CEO |
FingerMotion
Responds to Short Seller Report
SINGAPORE
/ ACCESSWIRE / October 4, 2023 / FingerMotion, Inc. (NASDAQ:FNGR) (the “Company” or “FingerMotion”),
a mobile services and data company, today issued the following statement in response to the short seller
report issued by Capybara Research (the “Capybara Report”), a short selling research firm, on October 3, 2023.
Based
on the review by the Company’s management team, we believe that the Capybara Report contain many errors, unsupported speculations
and inaccurate interpretations of events. The Company’s management, together with its Board of Directors, intends to further review
and examine the allegations and misinformation therein and will take whatever necessary and appropriate actions may be required to protect
the interest of its shareholders. The Company is already in the process of identifying and engaging experts who can assist it in identifying
the perpetrators behind this coordinated action.
The
Company endeavors to provide full and accurate disclosure to investors and rebut any false claims that attempt to impair market confidence
in FingerMotion’s business, operations and financial statements. The Company is committed to maintaining the highest standards of corporate
governance, as well as transparent and timely disclosure in compliance with the applicable rules and regulations of the
United States Securities and Exchange Commission and the Nasdaq rules.
Furthermore,
the Company recently filed the Form S-3 registration statement which was declared effective by the SEC on September 29, 2023. The Form
S-3 is an unallocated universal shelf registration statement for $300 million of securities of FingerMotion of which only $25 million
has been allocated to an at-the-market offering. The Company is aware that any fund raising at current levels would be entirely too dilutive
to the shareholders and the Form S-3 is in place to enable thoughtful access to capital should the need arise. The Company has no current
plans in place to utilize the ATM but has made the allocation in the best interests of its shareholders given the prolonged uncertainty
and volatility in the capital markets.
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/
For
further information e-mail: info@fingermotion.com
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, including expected revenues.
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 our securities.
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