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

October 20, 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 20, 2023, FingerMotion, Inc. (the “Company” or “FingerMotion”) issued a news release to announce that a federal lawsuit has been filed against Capybara Research (“Capybara”) in the United States District Court for the Southern District of New York. The Complaint filed against Capybara alleges that Capybara maliciously published a defamatory article in a premediated attempt to move the public market for FingerMotion’s stock lower to benefit from their previously announced short position. The complaint alleges securities fraud violations, defamation, and interference with business under federal and state laws.

“We are committed to understanding what has been happening to our stock,” stated Martin Shen, CEO of FingerMotion. “This action was initiated to reel in any potential unlawful interference with our Company’s public market for its stock”.

The Company had announced on October 5, 2023 that it retained Mark R. Basile, Esq, and his securities and RICO litigation firm, The Basile Law Firm P.C., to assist the Company in investigating recent activities surrounding the Company’s stock performance and to take the necessary legal action to prevent potential market participants utilizing unlawful means from further hurting the Company’s shareholders.

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

(d) Exhibits

Exhibit	Description
99.1	News Release dated October 20, 2023
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

- 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: October 20, 2023	By:	/s/ Martin J. Shen
		Martin J. Shen
		CEO

- 2 -

EX-99.1

Exhibit 99.1

 

FingerMotion files federal lawsuit against Short Selling Research Firm

SINGAPORE / ACCESSWIRE / October 20, 2023 / FingerMotion, Inc. (NASDAQ:FNGR) (the “Company” or “FingerMotion”), a mobile services and data company, announces that a federal lawsuit has been filed against Capybara Research (“Capybara”) in the United States District Court for the Southern District of New York. The Complaint filed against Capybara alleges that Capybara maliciously published a defamatory article in a premediated attempt to move the public market for FingerMotion’s stock lower to benefit from their previously announced short position. The complaint alleges securities fraud violations, defamation, and interference with business under federal and state laws.

“We are committed to understanding what has been happening to our stock,” stated Martin Shen, CEO of FingerMotion. “This action was initiated to reel in any potential unlawful interference with our Company’s public market for its stock”.

The Company had announced on October 5, 2023 that it retained Mark R. Basile, Esq, and his securities and RICO litigation firm, The Basile Law Firm P.C., to assist the Company in investigating recent activities surrounding the Company’s stock performance and to take the necessary legal action to prevent potential market participants utilizing unlawful means from further hurting the Company’s shareholders.

About The Basile Law Firm P.C.

Mr. Basile, a former law professor, has battled dilution funding for the last 8 years. In 2021, his firm secured a landmark decision against a dilution funder that has set the standard to save hundreds of public companies’ tens of millions of dollars. Since that decision, his firm has vacated several federal trial court judgments and consequently many of the dilution funders have not filed suits against public companies in the last 18 months.

His firm is also pursuing several RICO actions against known dilution funders for the collection of unlawful debt and because of his actions, the Southern District of New York recently denied a toxic dilution funders’ motion to dismiss RICO claims. The firm has also published articles and advice for companies that believe they may be victims of unlawful dilution, counterfeit shares and market manipulation by brokers, investment relation firms and short-sellers, a summary of which can be found at: https://www.thebasilelawfirm.com/blog

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

Investor Relations Contact:

Skyline Corporate Communications Group, LLC

Scott Powell, President

One Rockefeller Plaza, 11th Floor

New York, NY 10020

Office: (646) 893-5835

Email: info@skylineccg.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, 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.

XML

Cover	Oct. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 20, 2023
Entity File Number	001-41187
Entity Registrant Name	FINGERMOTION, INC.
Entity Central Index Key	0001602409
Entity Tax Identification Number	20-0077155
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	111 Somerset Road
Entity Address, Address Line Two	Level 3
Entity Address, City or Town	Singapore
Entity Address, Country	SG
Entity Address, Postal Zip Code	238164
City Area Code	347
Local Phone Number	349-5339
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FNGR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false