FingerMotion Registers 25.5M Shares for Resale Under Toxic Convertible Note
FNGR sits 33% above its 52-week low of $0.15.
Summary
FingerMotion registered 25.5 million shares for resale by the holder of a $5 million toxic convertible note, quantifying conversion terms that could cause severe dilution at current prices.
Key Events · Financing and Capital Events · FNGR
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25.5M Share Resale Registration
Registers 25,521,564 shares for resale by Alto Opportunity Master Fund — 150% of the maximum conversion shares under the August 2026 $5M senior secured convertible note plus 4,092,993 warrant shares.
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Toxic Conversion Terms Quantified
Note converts at the lower of $0.35 fixed price or 90% of the lowest VWAP over 7 days, with a floor price resetting every six months. At today's $0.1988 price, the variable formula likely controls, potentially requiring far more than 25.5M shares.
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Exchange Cap and Ownership Blocker
Conversions capped at 12,256,260 shares until stockholder approval (sought October 6, 2026), with a 9.99% beneficial ownership limitation on the selling stockholder.
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Distressed Company Context
FingerMotion faces a Nasdaq minimum bid deficiency, a going concern warning, and a 92% revenue collapse in Q1 FY2027. This registration adds a large resale overhang to an already pressured equity.
Analysis · FNGR · Technology
This S-1 registers 25.5 million shares for resale by Alto Opportunity Master Fund, the holder of a $5 million senior secured convertible note issued August 12, 2026. The note carries a fixed conversion price of $0.35 but also a variable redemption price at 90% of the lowest VWAP over seven days, subject to a floor price that resets every six months — a structure that can dramatically increase share issuance if the stock falls. With the stock at $0.1988 today, well below the $0.35 fixed price, the variable conversion formula is likely to dominate, meaning the 25.5 million registered shares may understate actual dilution. The company is already under Nasdaq delisting pressure for a sub-$1.00 bid price and has a going concern warning, so this registration adds a large overhang of potentially discounted shares to a distressed equity.
How filings like this one have moved
In the 30 days to Sep 10, 2026, 35.8% of the 1864 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was 0.00%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, FNGR was trading at $0.20 on NASDAQ in the Technology sector, with a market capitalization of approximately $12.7M. The 52-week trading range was $0.15 to $2.20. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.