Business Context and Reporting Period
Company: FingerMotion, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 11, 2023
Reporting Period: Event date of September 11, 2023
Business Context: The Company entered into an At-The-Market (ATM) Issuance Sales Agreement with Univest Securities, LLC to facilitate the sale of its common stock.
Key Financial Metrics
This filing is a current report regarding a material definitive agreement and does not contain periodic financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Transaction Specifics:
- Maximum Offering Size: $25,000,000 aggregate offering price.
- Commission: 2.25% of gross proceeds paid to the Sales Agent.
- Expense Reimbursement Cap: Up to $125,000 for initial legal and travel expenses; up to $5,000 per calendar quarter for ongoing diligence.
Material Changes
The primary material change is the execution of the Sales Agreement, granting the Company the ability to issue and sell shares of common stock through an ATM offering. This agreement is contingent upon the effectiveness of the Company's Registration Statement on Form S-3 (File No. 333-274456).
Guidance, Outlook, and Risks
Outlook: The Company may sell shares from time to time subject to market conditions and the effectiveness of the registration statement. The offering is scheduled to terminate on the earlier of the sale of $25,000,000 worth of shares, September 11, 2025, or earlier termination by either party.
Risks and Contingencies:
- Sales Uncertainty: The Company explicitly states it cannot provide assurances that the Sales Agent will sell any shares.
- Forward-Looking Statements: Actual results may differ due to market conditions and satisfaction of pre-sale conditions.
- Termination Rights: The Company may terminate the agreement with 30 days' written notice; the Sales Agent may terminate at any time with written notice.
Investor Verification Checklist
- Verify the effectiveness status of the Form S-3 Registration Statement (File No. 333-274456) with the SEC.
- Review the full text of the At-The-Market Issuance Sales Agreement filed as Exhibit 1.2 to the S-3 for specific covenants and termination clauses.
- Monitor future 8-K filings or quarterly reports for actual share sales and proceeds generated under this agreement.
- Assess the impact of the 2.25% commission and expense reimbursements on the Company's net capital raise.