Current Report Filing (8-k)
January 17 2023 - 3:32PM
Edgar (US Regulatory)
0001602409
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0001602409
2023-01-13
2023-01-13
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xbrli:shares
iso4217:USD
xbrli:shares
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
January
13, 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) |
(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
2 – FINANCIAL INFORMATION
Item 2.02 Results of Operations and Financial Condition.
On
January 17, 2023, FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the third
quarter ended November 30, 2022. The information regarding the financial results for the third fiscal quarter ended November 30, 2022
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
January 17, 2023, the Company issued a news release to report its financial results for the third quarter ended November 30, 2022. To
review the full financial results, please view the Company’s recent Form 10-Q filing on the SEC’s website at www.sec.gov/edgar/search,
which should be read in connection with this news release.
Q3
2023 Financial Summary (results expressed in US$ unless otherwise indicated):
| ● | Reported
record quarterly revenue of $11.40 million (includes SMS & MMS, Telecommunications Products
& Services businesses, and Big Data); |
| ● | Reported a quarterly
increase in revenues of 93% compared to Q3 2022; |
| ● | Reported sequential
quarterly growth in revenue of $6.42 million from Q2 2023 representing a 129% increase quarter over quarter. |
| ● | Reported quarterly
increase in Telecommunications Products & Services business revenue of $7.07 million or 215% compared to Q3 2022; |
| ● | Reported quarterly
Big Data revenue of $.19 million compared to nil in Q3 2022; |
| ● | Reported quarterly
decline in SMS & MMS business revenue of $1.75 million or 67% compared to Q3 2022; |
| ● | Reported quarterly
cost of revenue of $10.54 million which was an increase of $5.61 million or 114% compared to Q3 2022; |
| ● | Reported quarterly
loss of $2.52 million which was an increase of $1.49 million or 143% compared to Q3 2022; |
| ● | Basic and Diluted
loss per share of $0.06 versus a loss per share of $0.02 for Q3 2022; |
| ● | On November 30,
2022, FingerMotion had $11,870,256 in cash, a working capital surplus of $16,713,400 and a positive shareholders’ equity of $12,193,986; |
| ● | Total Assets were
$21.90 million, Total Current Liabilities were $4.87 million and Total Liabilities were $9.71 million; |
| ● | 46,316,635 common
shares were issued and outstanding as of November 30, 2022. |
The
Company exceeded the quarterly milestone of over $10 million in revenue for the quarter. The Company anticipates even greater revenue
growth in the upcoming months as it deploys some of the $11 million held in reserve, which was raised pursuant to private placements
in November 2022.
“The
Chinese ‘lockdowns’ are over now, but during the quarter they still had an impact on the Company’s revenue mix,”
said Martin Shen, CEO of FingerMotion Inc. “The Company managed the quarter by focusing available resources to the Top-up business
as our corporate SMS customers were not interested in driving traffic to retail establishments that were closed. Now that China has opened
up again the Company expects a resumption of the upward trend and a dramatic acceleration in topline revenue growth. And while margins
were temporarily depressed, they are expected to rebound substantially in the ensuing quarter. We are also encouraged to see the start
of revenue from mobile phone sales and subscriptions. We are very optimistic that we will see notable growth in this area and the Big
Data in the future.”
General
and administrative expenses increased by $114,686 or 8% during the quarter which was a result of an increase in consulting, travel, and
other expenses related to the funding and promotional activities for the quarter. Research and development expenses increase to $180,158
during the quarter which was up 14% due to higher data access fees charged by the telecom companies.
“The
device protection business is nearing the end of its test phase and the Company anticipates a full launch by the end of this fiscal year.”
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
8 – OTHER EVENTS
Item
8.01 Other Events
On
January 13, 2023, the Company’s board of directors has authorized a six month extension to
the expiry date of the common stock purchase warrants that the Company issued on January 13, 2021 which have an expiry date of January
13, 2023 and an exercise price of $3.00 per share (the “January 2021 Warrants”), and of which there are currently 1,417,668
January 2021 Warrants outstanding. The new expiry date of the January 2021 Warrants is July 13, 2023.
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:
January 17, 2023 |
By: |
/s/ Martin J. Shen |
| |
|
Martin
J. Shen |
| |
|
CEO |
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