$4.0 million in estimated net proceeds is what FingerMotion, Inc. (Nasdaq: FNGR) expects to clear from a registered direct offering it closed on August 31, 2026, per the 8-K filed with the SEC. The structure pairs 3,958,055 shares of common stock at $0.24 per share with 12,708,611 pre-funded warrants at $0.2399 each. Those 16,666,666 total securities generate gross proceeds that reconcile to roughly $4.0 million; after deducting estimated offering expenses, the company says net proceeds land at approximately $4.0 million.
Deal mechanics
The warrant-to-share ratio runs more than three to one, a deliberate design. FingerMotion's single institutional purchaser would have breached the 4.99% beneficial-ownership ceiling if it received all 16,666,666 securities as common shares, so the 12,708,611 units that would push it past that ceiling were structured as pre-funded warrants instead.
Each warrant converts into one share of common stock at an exercise price of $0.0001. The warrants are immediately exercisable and each expires only upon full exercise. The $0.2399 per-warrant purchase price equals the $0.24 share price minus that $0.0001 exercise stub, leaving per-unit economics effectively flat across both tranches.
| Component | Count | Per-unit ($) |
|---|---|---|
| Common shares | 3,958,055 | 0.2400 |
| Pre-funded warrants | 12,708,611 | 0.2399 |
| Total securities | 16,666,666 | n/a |
| Net proceeds (est.) | n/a | ~$4.0M |
The offering is registered on FingerMotion's existing Form S-3 shelf (File No. 333-274456), which the SEC declared effective on September 29, 2023. A prospectus supplement to the base prospectus was filed on the offering date. The full purchase agreement, including customary representations, warranties, and indemnification provisions, is attached as Exhibit 10.1 to the 8-K.
Capital allocation
FingerMotion designated the net proceeds for general corporate and working capital purposes. No project-specific allocation appears in the filing. CEO and Director Jolie Kahn signed the 8-K on behalf of the company, which is incorporated in Delaware and headquartered at 111 Somerset Road, Level 3, Singapore. The form of pre-funded warrant is attached as Exhibit 4.1.