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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
July
14, 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
Registrants 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
2 – FINANCIAL INFORMATION
| Item
2.02 | Results
of Operations and Financial Condition. |
On
July 14, 2023, FingerMotion, Inc. (the Company) issued a news release to report its financial results for the first quarter
ended May 31, 2023. The information regarding the financial results for the first fiscal quarter ended May 31, 2023 of the Company contained
in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.
The
information in this Item 2.02 (including Exhibit 99.1) shall not be deemed filed for purposes of Section 18 of the U.S.
Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the Securities
Act), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SECTION
7 – REGULATION FD
| Item
7.01 | Regulation
FD Disclosure |
On
July 14, 2023, the Company issued a news release to report its financial results for the first quarter ended May 31, 2023. To review
the full financial results, please view the Companys recent Form 10-Q filing on the SECs website at www.sec.gov/edgar/search
or on the Companys website at www.fingermotion.com/investor-relations/financial-information/details, which should
be read in connection with this news release.
Q1
2024 Financial Summary (results expressed in US$ unless otherwise indicated):
| ● | Reported record
quarterly revenue of $12.17 million (includes SMS & MMS, Telecommunications Products & Services and Big Data businesses); |
| ● | Reported a quarterly
increase in revenues of $7.31 million or 151% compared to Q1 2023; |
| ● | Reported quarterly
increase in Telecommunications Products & Services business revenue of $10.5 million or 692% compared to Q1 2023; |
| ● | Reported quarterly
Big Data revenue of $0.15 million compared to $Nil in Q1 2023; |
| ● | Reported quarterly
decline in SMS & MMS business revenue of $3.3 million or 100% compared to Q1 2023; |
| ● | Reported quarterly
cost of revenue of $11.51 million which was an increase of $7.03 million or 157% compared to Q1 2023; |
| ● | Reported quarterly
loss of $1.26 million which was an decrease of $0.18 million or 12% compared to Q1 2023; |
| ● | Basic and Diluted
loss per share of $0.02 versus a loss per share of $0.03 for Q1 2023; |
| ● | On May 31, 2023,
FingerMotion had $5.42 million in cash and cash equivalents, a working capital surplus of $13.76 million and a positive stockholders
equity of $13.99 million; |
| ● | Total Assets were
$14.60 million, Total Current Liabilities were $0.61 million and Total Liabilities were $0.61 million; |
| ● | 51,988,030 common
shares were issued and outstanding as of May 31, 2023. |
The
Company has significantly improved its balance sheet and exceeded the quarterly milestone of over $10 million in revenue for the quarter.
The
Chinese lockdowns are over now, but during the quarter they still had an impact on the Companys revenue mix,
said Martin Shen, CEO of FingerMotion. The Company managed the quarter by focusing available resources to the top-up business.
During the lockdown, our corporate SMS & MMS customers were not interested in driving traffic to retail establishments that were
closed. Now that China has opened up again, the Company expects an upward trend in revenue growth and a rebound in its margins in the
ensuing quarter.
We
are also optimistic that we will see notable growth in our Big Data division in the future, stated Martin Shen, CEO of FingerMotion.
General
and administrative expenses increased by $122,440 or 10% during the quarter compared to Q1 2023, which was a result of an increase in
consulting, travel, and entertainment expenses related to potential funding activities, information technology and technical fees. Research
and development expenses dropped to $172,099 during the quarter which was a 19% decrease due to savings from data access fees charged
by the telecom companies.
A
copy of the news release is attached as Exhibit 99.1 hereto.
The
information in this Item 7.01 (including Exhibit 99.1) shall not be deemed filed for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the
Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item
9.01 | Financial
Statements and Exhibits |
(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
FINGERMOTION,
INC. |
|
|
|
DATE: July 14, 2023 |
By: |
/s/
Martin J. Shen |
|
|
Martin
J. Shen |
|
|
CEO |
Exhibit
99.1
FingerMotion
Reports Q1 2024 Financial Results
NEW
YORK/ SINGAPORE / ACCESSWIRE / July 14, 2023 / FingerMotion, Inc. (NASDAQ:FNGR) (the Company or FingerMotion),
a mobile services and data company, is pleased to report its financial results for the first quarter ended May 31, 2023. To review the
full financial results, please view the Companys recent Form 10-Q filing at www.sec.gov/edgar/search or on the Companys
website at www.fingermotion.com/investor-relations/financial-information/details, which should be read in connection with this
news release.
Q1
2024 Financial Summary (results expressed in US$ unless otherwise indicated):
| ● | Reported record
quarterly revenue of $12.17 million (includes SMS & MMS, Telecommunications Products & Services and Big Data businesses); |
| ● | Reported a quarterly
increase in revenues of $7.31 million or 151% compared to Q1 2023; |
| ● | Reported quarterly
increase in Telecommunications Products & Services business revenue of $10.5 million or 692% compared to Q1 2023; |
| ● | Reported quarterly
Big Data revenue of $0.15 million compared to $Nil in Q1 2023; |
| ● | Reported quarterly
decline in SMS & MMS business revenue of $3.3 million or 100% compared to Q1 2023; |
| ● | Reported quarterly
cost of revenue of $11.51 million which was an increase of $7.03 million or 157% compared to Q1 2023; |
| ● | Reported quarterly
loss of $1.26 million which was an decrease of $0.18 million or 12% compared to Q1 2023; |
| ● | Basic and Diluted
loss per share of $0.02 versus a loss per share of $0.03 for Q1 2023; |
| ● | On May 31, 2023,
FingerMotion had $5.42 million in cash and cash equivalents, a working capital surplus of $13.76 million and a positive stockholders
equity of $13.99 million; |
| ● | Total Assets were
$14.60 million, Total Current Liabilities were $0.61 million and Total Liabilities were $0.61 million; |
| ● | 51,988,030 common
shares were issued and outstanding as of May 31, 2023. |
The
Company has significantly improved its balance sheet and exceeded the quarterly milestone of over $10 million in revenue for the quarter.
The
Chinese lockdowns are over now, but during the quarter they still had an impact on the Companys revenue mix,
said Martin Shen, CEO of FingerMotion. The Company managed the quarter by focusing available resources to the top-up business.
During the lockdown, our corporate SMS & MMS customers were not interested in driving traffic to retail establishments that were
closed. Now that China has opened up again, the Company expects an upward trend in revenue growth and a rebound in its margins in the
ensuing quarter.
We
are also optimistic that we will see notable growth in our Big Data division in the future, stated Martin Shen, CEO of FingerMotion.
General
and administrative expenses increased by $122,440 or 10% during the quarter compared to Q1 2023, which was a result of an increase in
consulting, travel, and entertainment expenses related to potential funding activities, information technology and technical fees. Research
and development expenses dropped to $172,099 during the quarter which was a 19% decrease due to savings from data access fees charged
by the telecom companies.
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 Companys 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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