Item 7.01 Regulation FD
On August 2, 2021, FingerMotion, Inc. (the "Company") issued a news release to
announce that it has been requested by the OTC Markets Group Inc. ("OTC
Markets") to comment on recent promotional activity concerning its shares of
common stock.
On July 28, 2021, OTC Markets informed the Company that it had become aware of
promotional activity encouraging investors to purchase the Company's shares of
common stock, which is also the date that the Company became aware of such
promotional activities in the U.S. This is the same day that the Company
disseminated a news release with respect to the Company having submitted an
application to have its shares of common stock listed Nasdaq Capital Market. The
promotional materials about which the OTC Markets inquired of the Company were
prepared and circulated in the form of a newsletter-email by third parties
unknown to the Company. The Company is unable to determine the effects of the
promotional activity on the trading activity of the Company's shares compared to
that of the Company's own news release on the same day. The Company had no
involvement with the promotional activity, and therefore, had no editorial
control over the content.
The Company does not believe the statements made in the promotional materials
were materially false and/or misleading, however, it is possible that certain
excerpts might be read as misleading and/or incomplete and readers should not
place undue reliance on the promotional materials. The Company is not able to
comment on information about the industry or the market as we cannot determine
the accuracy or legitimacy of the sources. Specifically, the Company does not
condone the use of sensational language to describe the Company's business
prospects or the growth potential of the Company's industry. The Company notes
that investing in the Company's securities involves certain risks and
uncertainties which investors should review prior to making any investment
decision. The Company encourages all investors to undertake proper due diligence
and carefully consider all investment decisions. The Company directs potential
investors to rely solely on its filings and disclosures made with the United
States Securities and Exchange Commission through EDGAR, available at
www.sec.gov
Upon inquiry of third-party service providers, the Company has now become aware
that Gregory Bergman was indirectly involved in the payment for the promotional
activity through third-party subcontractors of which the Company was unaware and
over which the Company had no involvement of the editorial review or approval of
the promotional activity, which is not in compliance with the requirements of
the agreement with Mr. Bergman as he was required to provide a copy of all
promotional materials to the Company for review and pre-approval prior to such
being disseminated.
Other than the issuance of shares of common stock in June and July to a
third-party service provider, after inquiry of management, its officers,
directors, any controlling shareholders, or any third-party service provides,
the Company is not aware of any purchases or sales of the Company's shares in
the past 90 days.
The Company has engaged the following third-party service providers to provide
investor relations services, public relations services, marketing, or other
related service within the last twelve months: Zacks Investment Research (August
2020); Hybrid Financial Ltd. (September 2020); TD Media, LLC d/b/a Life Water
Media (December 2020); Investor Brand Network (March 2021); and Greg Bergman
(June 2021, who was also paid shares for his services).
The Company has issued the following shares or convertible instruments allowing
conversion to equity securities at prices constituting a discount to the current
market rate at the time of issuance as follows:
· On March 15, 2019 and March 21, 2019, the Company issued an aggregate of
133,200 at a price of $1.50 per share;
· On March 15, 2019 the Company issued 25,000 shares at a price of $2.00 per
share;
· On March 15, 2019 the Company issued 27,000 shares at a price of $2.50 per
share;
· On April 4, 2019 and April 11, 2019 the Company issued an aggregate of 322,000
shares at a price of $2.50 per share;
· On April 10, 2019 the Company issued 100,000 shares at a price of $2.50 per
share;
· On June 25, 2019 the Company issued 22,000 shares at a price of $2.50 per share
pursuant to the conversion of a promissory note of $50,000 plus interest of
$5,000;
· On June 30, 2019 the Company issued 22,000 shares at a price of $2.50 per share
pursuant to the conversion of a promissory note of $50,000 plus interest of
$5,000;
· On June 30, 2019 the Company issued 242,000 shares at a price of $1.00 per
share pursuant to the conversion of a promissory note of $220,000 plus interest
of $22,000;
· On August 1 2019 the Company issued 100,000 shares at a price of $1.00 per
share;
· On August 20, 2019 the Company issued 51,000 shares at a price of $2.50 per
share;
· On September 30, 2019 the Company issued 40,000 shares at a price of $2.50 per
share;
· On July 30, 2020 the Company issued a convertible note in the amount of
$545,000 having a conversion price of $2.50 per share;
· On October 2, 2020, the Company issued 700,000 shares at a price of $0.21 per
share;
· On October 19, 2020 the Company issued 830,000 shares at a price of $0.50 per
share;
· On October 19, 2020 the Company issued 438,500 units at a price of $1.00 per
unit. Each unit consisted of one share and one common stock purchase warrant
with each warrant entitling the holder to acquire one share of common stock at
a price of $2.00 per share;
· On October 19, 2020 the Company issued 100,000 shares at a price of $1.00 per
share;
· On October 19, 2020 the Company issued 265,000 shares at a price of $1.50 per
share;
· On October 19, 2020 the Company issued 50,000 units at a price of $1.50 per
unit. Each unit consisted of one share and one common stock purchase warrant
with each warrant entitling the holder to acquire one share of common stock at
a price of $3.00 per share;
· On January 13, 2021 the Company issued 1,604,334 units at a price of $1.50 per
unit. Each unit consisted of one share and one common stock purchase warrant
with each warrant entitling the holder to acquire one share of common stock at
a price of $3.00 per share;
· On January 13, 2021 the Company issued 534,500 shares at a price of $2.00 per
share;
· On January 13, 2021 the Company issued 500,000 shares at a price of $2.00 per
share pursuant to the conversion of a promissory note of $1,000,000;
· On January 13, 2021 the Company issued 34,103 shares at a price of $3.90 per
share pursuant to a marketing services agreement;
· On January 13, 2021 the Company issued 5,000 shares at a price of $2.00 per
share;
· On April 14, 2021 the Company issued 5,000 shares at a price of $2.00 per
share;
· On June 1, 2021 the Company issued 25,000 shares at a price of $5.00 per share;
· On July 13, 2021 the Company issued 593,900 shares at a price of $5.00 per
share;
· On July 13, 2021 the Company issued 5,000 shares at a price of $2.00 per share;
and
· On August 1, 2021 the Company issued a convertible note in the amount of
$296,000 having a conversion price of $5.00 per share.
As for the convertible notes, the Company issued (i) a convertible note to Liew
Yow Ming on July 29, 2020 having a conversion price of $2.50 per share at the
holder's option, and (ii) a convertible note to Liew Yow Ming on August 1, 2021
having a conversion price of $5.00 per share at the holder's option.
A copy of the news release is attached as Exhibit 99.1 hereto.
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