Fingermotion Inc
2 ballot items.
Stockholders will vote on Nasdaq-required approval of a potential issuance of 19.99% or more of Common Stock upon conversion of two senior secured convertible notes and an amendment increasing authorized Common Stock from 200 million to 500 million shares.
Follow how the vote landed and what changed on Fingermotion Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot2
- 1
Share Issuance Proposal
ManagementBoard: FORApprove, for purposes of Nasdaq Listing Rule 5635(d), the issuance of 19.99% or more of the Company’s outstanding Common Stock to an institutional investor upon conversion of the May and August 2026 $5.0 million senior secured convertible notes.
More detail
The proposal asks stockholders to approve issuance of 19.99% or more of FingerMotion’s outstanding Common Stock to an institutional investor upon conversion of two $5.0 million senior secured convertible notes. The May 2026 Note has an initial fixed conversion price of $0.94 per share and the August 2026 Note has an initial fixed conversion price of $0.35 per share, with additional redemption conversion mechanics tied to market prices. Both notes are senior secured obligations and include conversion, redemption, default, and cash-payment provisions that could materially affect the Company’s liquidity and capitalization. Nasdaq Listing Rule 5635(d) requires stockholder approval because the potential conversion share issuance may exceed 20% of pre-transaction shares at prices below the applicable Nasdaq Minimum Price. Without approval, the Exchange Cap limits the aggregate number of Conversion Shares that may be issued, and the Investor may instead require cash redemption of applicable amounts at a 7.5% premium. The August financing also includes a five-year warrant exercisable for 4,092,993 shares, further increasing potential dilution, although the proposal is framed around the conversion share issuance. Approval would not immediately change the number of shares outstanding but could substantially dilute existing stockholders’ ownership and voting power over time and may pressure the trading price when registered shares become resalable. The Board unanimously recommends voting FOR because approval is needed to preserve the Company’s ability to satisfy the notes through equity issuance and avoid potentially higher cash obligations.
- 2
Increase in Authorized Shares Proposal
ManagementBoard: FORApprove an amendment to the Certificate of Incorporation increasing authorized Common Stock from 200,000,000 to 500,000,000 shares, while leaving authorized preferred stock unchanged at 1,000,000 shares.
More detail
The proposal asks stockholders to amend the Certificate of Incorporation to increase authorized Common Stock from 200,000,000 shares to 500,000,000 shares. Authorized preferred stock would remain unchanged at 1,000,000 shares, resulting in total authorized capital stock of 501,000,000 shares. As of August 21, 2026, approximately 66.5 million Common Shares were outstanding and approximately 18.4 million were reserved for equity awards, warrants, convertible securities, incentive plans, or other arrangements. Management argues that the increase would provide flexibility to raise capital, pursue acquisitions and strategic partnerships, issue equity compensation, effect stock dividends or splits, and address other general corporate needs. The additional shares would be available without the delay and expense of seeking a further stockholder vote for each future issuance. The Company states that it has no present commitments to issue the newly authorized shares beyond existing arrangements, although the proposal is particularly relevant in light of the convertible notes and other potential equity obligations described elsewhere in the proxy. The amendment would not immediately dilute existing holders or change the rights of existing Common Stock or preferred stock. Future issuances could materially dilute ownership, voting power, and earnings per share, and the additional authorized shares could potentially be used in transactions that affect control. The Board unanimously recommends voting FOR because it believes the expanded authorization is in the Company’s best interests and will provide needed corporate and financing flexibility.
Nominees on the ballot
Top institutional holders5
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Krilogy Financial LLC | 0.1% | 60,000 | $11K |
| 2 | CLIENT 1ST ADVISORY GROUP, LLC | 0.0% | 14,469 | $3K |
| 3 | Summit Financial Strategies, Inc. | 0.0% | 13,903 | $2K |
| 4 | NFSG Corp | 0.0% | 6,850 | $1K |
| 5 | SBI Securities Co., Ltd. | 0.0% | 240 | $42 |
Other Communication Services sector meetings6
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Frequently asked questions
- When is the Fingermotion Inc 2026 special meeting?
- Fingermotion Inc (FNGR) holds its 2026 special shareholder meeting on Tuesday, October 6, 2026.
- What is the record date for the Fingermotion Inc 2026 meeting?
- The record date for the Fingermotion Inc 2026 meeting is Friday, August 21, 2026. Shareholders of record on or before that date are eligible to vote.
- What proposals will shareholders vote on at the Fingermotion Inc 2026 meeting?
- Shareholders will vote on 2 proposals at the Fingermotion Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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