UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its
charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
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 |
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 Company’s recent Form 10-Q filing on the SEC’s website at www.sec.gov/edgar/search or on the Company’s 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. |
- 1 -
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 Company’s 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
Exhibit |
Description | |
| 99.1 | News Release dated July 14, 2023 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
- 2 -
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 | ||
- 3 -