FingerMotion, Inc. — Form 8-K

FingerMotion, Inc. (public market value ~$72.8M) entered a Securities Purchase Agreement dated August 16, 2026, with Alto Opportunity Master Fund, SPC Segregated Master Portfolio B to issue $4.3M in principal amount of Senior Secured Convertible Notes due August 16, 2027, plus warrants for 4,092,993 shares. Notes are convertible at $0.35/share (fixed), with a 0% interest rate in normal circumstances and 12% if an Event of Default occurs. Lead Investor Alto Opportunity receives pro-rata participation rights in future financings (30% cap), anti-dilution protection, and voting rights. Proceeds are released in three tranches ($1.3M immediately, $2M and $1M subject to note value conditions). Company must obtain stockholder approval to issue shares exceeding 12.256M (19.99% of outstanding shares). Alto Opportunity appointed as Collateral Agent with first-priority security interest in substantially all company assets.