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
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 |
