FingerMotion, Inc.
For the period ended Feb 28, 2026. Filed May 29, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed May 29, 2026
FNGR$0.10-8.7%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
The following exhibits are filed as part of this Annual Report.
| Exhibit No. | Document |
| 3.1(1) | Certificate of Incorporation |
| 3.2(2) | Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock dated May 15, 2017 |
| 3.3(3) | Certificate of Amendment of Certificate of Incorporation dated June 21, 2017 |
| 3.4(6) | Amended and Restated Bylaws |
| 4.1(*) | Description of Registrant’s Securities |
| 4.2(12) | Form of Common Warrant |
| 4.3(12) | Form of Placement Agent Warrant |
| 10.1(4) | Exclusive Consulting Agreement between Shanghai JiuGe Business Management Co., Ltd. and Shanghai JiuGe Information Technology Co., Ltd. dated October 16, 2018 |
| 10.2(4) | Loan Agreement between Shanghai JiuGe Business Management Co., Ltd. and Shanghai JiuGe Information Technology Co., Ltd. dated October 16, 2018 |
| 10.3(4) | Power of Attorney Agreement between Shanghai JiuGe Business Management Co., Ltd. and Shanghai JiuGe Information Technology Co., Ltd. dated October 16, 2018 |
| 10.4(4) | Exclusive Call Option Agreement between Shanghai JiuGe Business Management Co., Ltd. and Shanghai JiuGe Information Technology Co., Ltd. dated October 16, 2018 |
| 10.5(8)(†) | Share Pledge Agreement between Shanghai JiuGe Business Management Co., Ltd. and Shanghai JiuGe Information Technology Co., Ltd. dated October 16, 2018 |
| 10.6(5)(†) | English Translation of Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement, dated as of July 7, 2019, between Shanghai JiuGe Information Technology Co., Ltd. and China United Network Communications Limited Yunnan Branch |
| 10.7(9) | 2023 Stock Incentive Plan |
| 10.8(11)(†) | Loan Agreement between Finger Motion Company Limited and Dr. Liew Yow Ming, dated July 18, 2024. |
| 10.9(12) | Placement Agency Agreement dated December 20, 2024, between the Company and Roth Capital Partners, LLC |
| 10.10(12) | Form of Securities Purchase Agreement dated December 20, 2024, between the Company and the Purchasers thereto |
| 10.11(13)(†) | Asset Purchase Agreement, dated September 30, 2025, by and between Shanghai Jihaohe Information Technology Co., Ltd., FingerMotion, Inc. and Shanghai JiuGe Business Management Co., Ltd. |
| 10.12(14) | Sales Agreement, dated October 23, 2025, by and between FingerMotion, Inc. and R.F. Lafferty & Co., Inc. |
| 10.13(*)(‡) | Consulting Services Agreement between Finger Motion Company Limited and Yang Yeat Choe, dated March 1, 2025 |
| 10.14(*)(‡) | Consulting Services Agreement between Finger Motion Company Limited and Yang Yeat Choe, dated March 1, 2026 |
| 10.15(15) | Share Exchange Agreement, dated March 18, 2026, by and among FingerMotion, Inc., Telforge, Inc. and the Shareholders of Telforge, Inc. |
| 10.16(*) | Loan Extension Letter between Finger Motion Company Limited and Dr. Liew Yow Ming, dated September 4, 2025 |
| 10.17(*)(†) | Loan Agreement between Finger Motion Company Limited and Dr. Liew Yow Ming, dated December 9, 2025 |
| 10.18(*)(†) | Loan Agreement between Finger Motion Company Limited and Dr. Liew Yow Ming, dated December 24, 2025 |
| 10.19(*) | Loan Extension Letter between Finger Motion Company Limited and Dr. Liew Yow Ming, dated March 4, 2026 |
| 10.20(16) | Securities Purchase Agreement, dated May 13, 2026, by and between FingerMotion, Inc. and the Note Investor |
| 10.21(16) | Senior Secured Convertible Note, dated May 13, 2026, issued by FingerMotion, Inc. to the Note Investor |
| 10.22(16) | Registration Rights Agreement, dated May 13, 2026, by and between FingerMotion, Inc. and the Note Investor |
| 10.23(16) | Security Agreement, dated May 13, 2026, by and between FingerMotion, Inc. and the Note Investor |
| 14.1(7) | Code of Business Conduct and Ethics |
| 19.1(10) | Securities Trading and Reporting Guidelines |
| 21.1(*) | Subsidiaries of FingerMotion, Inc. |
| 23.1(*) | Consent of CT International LLP |
| 31.1(*) | Certification of Chief Executive Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
| 31.2(*) | Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
| 32.1(**) | Certifications pursuant to the Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1(10) | Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation |
| 101.INS(*) | XBRL Instance Document |
| 101.SCH(*) | XBRL Taxonomy Extension Schema Document |
| 101.CAL(*) | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF(*) | XBRL Taxonomy Extension Definitions Linkbase Document |
| 101.LAB(*) | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE(*) | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104(*) | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101 attachments) |
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Notes:
| (*) | Filed herewith |
| (**) | Furnished herewith |
| (†) | Portions of this exhibit have been omitted |
| (‡) | Indicates a management contract or compensatory plan |
| (1) | Previously filed as an exhibit to our Registration Statement on Form S-1 filed with the SEC on May 8, 2014 (No. 333-196503) |
| (2) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on May 16, 2017 |
| (3) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 12, 2017 |
| (4) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 27, 2018 |
| (5) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 9, 2019 |
| (6) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 25, 2021 |
| (7) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 21, 2021 |
| (8) | Previously filed as an exhibit to our Registration Statement on Form S-1/A filed with the SEC on January 5, 2023 (No. 333-267332) |
| (9) | Previously filed as an exhibit to our Registration Statement on Form S-8 filed with the SEC on February 28, 2023 (No. 333-270094) |
| (11) | Previously filed as an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on October 15, 2024 |
| (12) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 23, 2024 |
| (13) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 6, 2025 |
| (14) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 23, 2025 |
| (15) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 24, 2026 |
| (16) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on May 14, 2026 |
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