Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

FingerMotion, Inc. (the "Company") entered into a Sales Agreement (the "Sales Agreement"), dated October 23, 2025, with R.F. Lafferty & Co., Inc. as sales agent (the "Sales Agent"), under which the Company may from time to time, sell shares of its common stock, par value $0.0001 per share (the "Placement Shares"), having an aggregate offering price of up to $50,000,000 through the Sales Agent (the "ATM Offering").

Upon delivery of a "Placement Notice" under and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the Placement Shares by any method permitted by law deemed to be an "at the market" offering as defined in Rule 415 promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"), including without limitation sales made directly on the Nasdaq Capital Market (the "Exchange"), on any other existing trading market for the Company's shares of common stock or to or through a market maker. Subject to the terms of a Placement Notice, the Sales Agent may also sell the Placement Shares by any other method permitted by law, including but not limited to in negotiated transactions with the Company's prior written consent. The Company acknowledges and agrees that (i) there can be no assurance that the Sales Agent will be successful in selling the Placement Shares, (ii) the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell the Placement Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under the Sales Agreement, and (iii) the Sales Agent shall be under no obligation to purchase the Placement Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and the Company in writing and expressly set forth in a Placement Notice.

The Company is not obligated to, and the Company cannot provide any assurances that it will, make any sales of the Placement Shares under the Sales Agreement. The Sales Agreement may be terminated by the either party by giving the other party ten (10) days' notice in its sole discretion at any time after the date of the Sales Agreement.

The Company will pay the Sales Agent a commission of 2.5% of the gross sales price of the Placement Shares sold, and has agreed to provide the Sales Agent with customary indemnification and contribution rights. The Company has also agreed to reimburse the Sales Agent for its reasonable and documented out-of-pocket costs and expenses (including but not limited to the reasonable fees and documented out-of-pocket costs and expenses of counsel to the Sales Agent) in an amount not to exceed $40,000.

The Sales Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The description of the Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by the copy of such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

The opinion of the Company's counsel regarding the validity of the Placement Shares that will be issued pursuant to the Sales Agreement is also filed herewith as Exhibit 5.1.