{"url_path":"/sec/fngr/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1602409/0001520138-26-000163-index.html","accession_number":"0001520138-26-000163","cik":"0001602409","ticker":"FNGR","issuer_name":"FingerMotion, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1602409/0001520138-26-000163-index.html","primary_entity_key":"0001602409","primary_entity_name":"FingerMotion, Inc."},"word_count":1201,"has_tables":true,"body_markdown":"** **\n\n**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n \n\nOn May 13, 2026 (the “**Closing Date**”),\nFingerMotion, Inc., a Delaware corporation (the “**Company**”), entered into a securities purchase agreement (the “**Purchase\nAgreement**”) with an institutional investor (the “**Investor**”), pursuant to which the Company issued to the\nInvestor a senior secured convertible note (the “**Note**”) with an original principal amount of $5,000,000 and an original\nissue discount of $700,000. The Note bears no interest (except upon an event of default) and, unless earlier converted or redeemed, will\nmature on the first anniversary of the Closing Date. At closing, the Company received $3,300,000, with the remaining $1,000,000 of the\n$4,300,000 aggregate subscription amount to be released to the Company upon the SEC declaring effective a resale registration statement\ncovering the resale of a number of shares of Common Stock equal to 200% of the maximum number of Conversion Shares issuable upon conversion\nof the Note (constituting the “**Registrable Securities**” as more fully defined in the Registration Rights Agreement,\nwhich is filed as Exhibit 10.3 hereto).\n\n \n\nThe Note is convertible, at any time at the Investor’s\noption, into shares of the Company’s common stock, par value $0.0001 per share (the “**Common Stock**” and such shares\nissuable upon conversion, the “**Conversion Shares**”), at an initial fixed conversion price of $0.94 per share (the “**Fixed\nConversion Price**”), which is subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations,\nand other customary events. In addition, during each monthly period specified in the Note (each, a “**Monthly Redemption Conversion\nPeriod**”), the Investor may convert up to $1,000,000 in aggregate principal amount of the Note (plus all accrued and unpaid amounts\nthereon) at a “Redemption Conversion Price” equal to the lower of (i) the Fixed Conversion Price then in effect and (ii) 90%\nof the lowest daily volume-weighted average price of the Common Stock during the seven consecutive trading days ending on and including\nthe applicable date of conversion or the first trading day of the applicable Monthly Redemption Conversion Period, in each case subject\nto a floor price (the “**Floor Price**”) initially set at 20% of the Nasdaq Minimum Price (as defined in Nasdaq Listing\nRule 5635) on the trading day prior to the date of the Purchase Agreement, which resets automatically every six months. If the Company\nis unable to issue Conversion Shares due to the exchange cap described below or if a Floor Price condition exists, the Investor may require\nthe Company to satisfy the applicable monthly conversion amount in cash at a 7.5% premium.\n\n \n\nThe Note includes customary events of default,\nincluding, without limitation (and, where applicable, subject to any cure periods set forth in the Note):\n\n \n\n·suspension of trading of the Company’s Common Stock on Nasdaq;\n\n·the Company’s failure to timely deliver freely tradable Conversion Shares;\n\n·the Company’s failure to maintain the required share reserve for the Note;\n\n·any payment default under the Note or related transaction documents;\n\n·acceleration of $500,000 or more of the Company’s (or any subsidiary’s) other indebtedness;\n\n- 2 -\n\n \n\n \n\n·the Company’s bankruptcy, insolvency, or liquidation (whether voluntary or involuntary);\n\n·entry of a final judgment for the payment of money in excess of $500,000 against the Company or any subsidiary;\n\n·breaches of representations, warranties, or covenants in the Note or any other transaction documents;\n\n·any failure of the resale registration statement to be timely filed, declared effective, or maintained\nin accordance with the Registration Rights Agreement (as defined below);\n\n·any security document failing or ceasing to create a valid and perfected first-priority lien on the collateral;\nand\n\n·failure by the Company to maintain minimum cash covenant.\n\n \n\nIf an event of default occurs and is continuing,\nthe Note shall become due and payable, at the Investor’s election, in cash at an amount equal to 125% of all the outstanding principal\namount of the Note, accrued and unpaid interest, and any other unpaid amounts (collectively, the “**Outstanding Value**”).\nUpon the occurrence and continuation of an event of default, default interest shall accrue at an annual rate of 12%.\n\n \n\nThe Note also contains additional conversion,\nredemption, and put mechanics, including (i) an optional redemption right in favor of the Company, exercisable after 40 trading days following\nthe effective date of the initial resale registration statement, at a price equal to 115% of the Outstanding Value of the Note, (ii) a\nchange of control put right entitling the Investor to require redemption of the Outstanding Value under the Note at a premium upon the\noccurrence of a change of control transaction, and (iii) a subsequent placement redemption right entitling the Investor to require the\nCompany to apply up to 30% of the gross proceeds of such subsequent placement to redeem at a price equal to 115% of the Outstanding Value\nbeing redeemed, in each case subject to the terms and conditions set forth in the Note.\n\n \n\nThe Purchase Agreement contains customary representations,\nwarranties, and agreements of the Company and the Investor, and customary indemnification rights and obligations of the parties. The Company\nhas agreed to seek stockholder approval for the issuance of Conversion Shares in excess of 19.99% of the outstanding shares of Common\nStock as of the date of the Purchase Agreement. Absent such approval (or an opinion of outside counsel that stockholder approval is not\nrequired), the Company may not issue Conversion Shares in excess of 12,256,260 shares in the aggregate (the “**Exchange Cap**”).\nConversions are also subject to a 9.99% beneficial ownership limitation.\n\n \n\nIn connection with the Purchase Agreement, the\nCompany entered into a registration rights agreement with the Investor (the “**Registration Rights Agreement**”), pursuant\nto which the Company has agreed to file a resale registration statement to register for resale a number of shares of Common Stock equal\nto 200% of the maximum number of Conversion Shares issuable upon conversion of the Note (subject to adjustment under the Registration\nRights Agreement) no later than the later of (i) 30 calendar days after the date of the Registration Rights Agreement and (ii) ten calendar\ndays after the Company files its Annual Report on Form 10-K for the fiscal year ended February 28, 2026, and to use best efforts to cause\nsuch registration statement to be declared effective within the effectiveness deadlines specified thereunder.\n\n \n\n- 3 -\n\n \n\n \n\nThe Company also entered into a security agreement\nwith the Investor (the “**Security Agreement**”), pursuant to which the Company granted to the Investor, acting as collateral\nagent, a first-priority security interest in substantially all of the Company’s personal property assets, subject to customary permitted\nliens and excluded assets, as set forth in the Security Agreement.\n\n \n\nThe foregoing descriptions of the Purchase Agreement,\nthe Note, the Registration Rights Agreement and the Security Agreement are not complete and are subject to, and qualified in their entirety\nby reference to the full text of the Purchase Agreement, the Note, the Registration Rights Agreement and the Security Agreement, copies\nof which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein\nby reference.\n\n \n\nWeild & Co. acted as the placement agent in\nconnection with the offering and will receive a cash commission of $200,000 on the initial proceeds received by the Company.\n\n** **\n\n**SECTION 2 – FINANCIAL INFORMATION**"}