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- Material Weakness (new) — The filing discloses that the company's internal controls may have significant deficiencies or material weaknesses, which could undermine the reliability of its financial statements.
- Customer Concentration (new) — The company derives a substantial amount of revenue from two named telecommunications customers, China Unicom and China Mobile, creating significant dependence.
- Vie Structure (new) — The company operates through a variable interest entity structure in China, which has not been tested in court and carries risks of loss of control and regulatory invalidation.
- Convertible Note Variable Pricing (new) — The note's conversion price is variable and can be as low as 90% of the lowest VWAP over seven days, subject to a floor price that resets every six months, leading to potential significant dilution.
FingerMotion registers resale of up to 16.5M shares from $5M convertible note; company gets no proceeds
Filed June 22, 2026 · ~2 min read
Key Changes
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This is a secondary offering: FingerMotion registers up to 16,531,931 shares for resale by selling stockholder Alto Opportunity Master Fund B, and the company receives no proceeds.
The Offering verify on EDGAR → -
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The shares underlie a $5M senior secured convertible note issued May 13, 2026, with a $700,000 original issue discount; the company received $3.3M at closing and may get $1M more upon SEC effectiveness.
Use of Proceeds verify on EDGAR → -
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The note converts at $0.94 per share or 90% of the lowest VWAP over seven days, subject to a floor price that resets every six months, creating potential for significant dilution.
Risk Factors verify on EDGAR →
3 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 31, 2026 · How we verify