Current Report Filing (8-k)

 

 

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

 

March 17, 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.)

 

1460 Broadway New York, New York		10036
(Address of principal executive offices)		(Zip Code)

 

[phone]
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 3 – SECURITIES AND TRADING MARKETS

 

Item 3.02 Unregistered Sales of Equity Securities

 

On March 17, 2023, FingerMotion, Inc. (the “Company”) issued 2,465,816 shares of common stock at price of $0.863 per share to its primary lender pursuant to the conversion of $2,128,000 of principal amount of the convertible promissory note (the “Note”) issued to the Company’s primary lender on August 9, 2022. The Company relied upon the exemption from the registration requirements under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), provided by Section 3(a)(9) of the U.S. Securities Act with respect to the issuance of the shares.

 

- 1 -

 

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:  March 22, 2023	By:	/s/ Martin J. Shen
		Martin J. Shen
		CEO

 

 

 

- 2 -