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SECTION 7 – REGULATION FD
Item 7.01 Regulation FD Disclosure
On October 4, 2023, FingerMotion, Inc. (the Company or FingerMotion) issued a news release in response to the short seller report issued by Capybara Research (the Capybara Report), a short selling research firm, on October 3, 2023.
Based on the review by the Companys management team, we believe that the Capybara Report contain many errors, unsupported speculations and inaccurate interpretations of events. The Companys management, together with its Board of Directors, intends to further review and examine the allegations and misinformation therein and will take whatever necessary and appropriate actions may be required to protect the interest of its shareholders. The Company is already in the process of identifying and engaging experts who can assist it in identifying the perpetrators behind this coordinated action.
The Company endeavors to provide full and accurate disclosure to investors and rebut any false claims that attempt to impair market confidence in FingerMotions business, operations and financial statements. The Company is committed to maintaining the highest standards of corporate governance, as well as transparent and timely disclosure in compliance with the applicable rules and regulations of the United States Securities and Exchange Commission and the Nasdaq rules.
Furthermore, the Company recently filed the Form S-3 registration statement which was declared effective by the SEC on September 29, 2023. The Form S-3 is an unallocated universal shelf registration statement for $300 million of securities of FingerMotion of which only $25 million has been allocated to an at-the-market offering. The Company is aware that any fund raising at current levels would be entirely too dilutive to the shareholders and the Form S-3 is in place to enable thoughtful access to capital should the need arise. The Company has no current plans in place to utilize the ATM but has made the allocation in the best interests of its shareholders given the prolonged uncertainty and volatility in the capital markets.
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 |
Exhibit |
Description | |
99.1 | News Release dated October 4, 2023 | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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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 4, 2023 | By: | /s/ Martin J. Shen |
Martin J. Shen | ||
CEO |
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