FingerMotion, Inc.

Item 1.01 Entry into a Material Definitive Agreement. On August 31, 2026, FingerMotion, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Purchaser ”), which provides for the issuance and sale, in a registered direct offering by the Company of 3,958,055 shares of its common stock, par value $0.0001 per share (the “ Common Stock ”), at a purchase price of $0.24 per share of Common Stock and Pre-funded Warrants (as defined below) to purchase 12,708,611 shares of its Common Stock (the Common Stock and the Pre-funded Warrants being collectively referred to as the “ Securities ”) (the “ Offering ”). It shall also issue to such purchaser whose purchase of shares of our Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s Common Stock 12,708,611 pre-funded warrants (the “ Pre-funded Warrants ”) to purchase shares of common stock in lieu of shares of common stock. Each Pre-Funded Warrant is exercisable for one share of our common stock and is immediately exercisable and will expire when exercised in full. The purchase price of each Pre-Funded Warrant is $0.2399, which is equal to the price per share of common stock being sold to the public, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share. The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers, and customary indemnification rights and obligations of the parties. The Securities are being offered and sold pursuant to the Registration Statement on Form S-3 (File No. 333-274456), which was declared effective by the Securities and Exchange Commission on September 29, 2023 (the “ Registration Statement ”). The Company shall file a prospectus supplement to the base prospectus incorporated in the Registration Statement with the SEC on the date hereof in connection with the Offering. The Company shall net proceeds of approximately $4.0 million from the Offering, after deducting the estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general corporate and working capital purposes. The foregoing summaries of the Purchase Agreement and Pre-funded Warrant do not purport to be complete and are subject to, and qualified in their entirety by, a copy of such document attached as exhibits to this Current Report on Form 8-K, which are incorporated herein by reference.