What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2022-01-14 compared with 2021-10-14 · 35 added, 40 removed, 3 unchanged (96% of the section changed)

2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

June 1, 2021, we issued 25,000 shares of our common stock at a deemed price of $5.00 per share to one individual pursuant to a

consulting agreement.

We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section

4(a)(2) of the Securities Act for the issuance of the shares to the individual who is a U.S.

July 13, 2021, we issued 568,900 shares of our common stock at a price of $5.00 per share to 17 individuals and 2 entities pursuant

to the closing of a private placement offering.

We relied upon the exemption from registration under the Securities Act provided

by Rule 903 of Regulation S promulgated under the Securities Act to the 17 individuals and 2 entities that are all non-U.S.

as the shares were issued to the investors through offshore transactions which was negotiated and consummated outside of the United

July 13, 2021, we issued 45,000 shares of our common stock at $2.00 per share pursuant to the exercise of outstanding warrants

to 2 individuals.

We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2)

of the Securities Act for the issuance of the shares to the 2 individuals who are U.S.

July 13, 2021, we issued 60,000 shares of our common stock at $3.00 per share pursuant to the exercise of outstanding warrants

to one individual.

We relied upon the exemption from registration under the Securities Act provided by Rule 903 of Regulation

S promulgated under the Securities Act to the one individual that is a non-U.S.

person as the shares were issued to the individual

through an offshore transaction which was negotiated and consummated outside of the United States.

July 13, 2021, we issued 5,000 shares of our common stock at a deemed price of $2.00 per share to one individual pursuant to a

consulting agreement.

We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section

4(a)(2) of the Securities Act for the issuance of the shares to the individual who is a U.S.

July 13, 2021, we issued 25,000 shares of our common stock at a deemed price of $5.00 per share to one individual pursuant to

a consulting agreement.

We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section

4(a)(2) of the Securities Act for the issuance of the shares to the individual who is a U.S.

August 16, 2021, we issued 218,000 shares of our common stock at a price of $2.50 per share and 700,000 shares of our common stock

at a price of $0.50 per share to one individual pursuant to the conversion of promissory notes in the aggregate amount of $895,000.

We relied upon the exemption from registration under the Securities Act provided by Rule 903 of Regulation S promulgated under

the Securities Act to the one individual who is a non-U.S.

person as the shares were issued to the individual through an offshore

transaction which was negotiated and consummated outside of the United States.

August 27, 2021, we issued 1,500,000 shares of our common stock at a price of $0.50 per share and 59,200 shares of our common

stock at a price of $5.00 per share to one individual pursuant to the conversion of promissory notes.

We relied upon the exemption

from registration under the Securities Act provided by Rule 903 of Regulation S promulgated under the Securities Act to the one

individual who is a non-U.S.

person as the shares were issued to the individual through an offshore transaction which was negotiated

and consummated outside of the United States.

October 28, 2021, we issued 5,000 shares of our common stock at a deemed price of $2.00 per share to one individual pursuant to a consulting

We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the

United States Securities Act of 1933, as amended (the U.S.

Securities Act) for the issuance of the shares to the individual

who is a U.S.

November 5, 2021, FingerMotion, Inc.

we issued an aggregate of 236,000 shares of common stock at a price of $5.00 per share to two individuals

due to the closing of our private placement at $5.00 per share for gross proceeds of $1,180,000.

We relied upon the exemption from registration

under the U.S.

Securities Act provided by Rule 903 of Regulation S promulgated under the U.S.

Securities Act for the issuance of the

shares to the two individuals who were non-U.S.

persons as the securities were issued to the individuals through offshore transactions

which were negotiated and consummated outside the United States.

November 5, 2021, we issued an aggregate of 40,000 shares of common stock at a price of $5.00 per share to three individuals pursuant

to the conversion of outstanding indebtedness in the aggregate of $200,000 owing to such individuals.

We relied upon the exemption from

registration under the U.S.

Securities Act provided by Rule 903 of Regulation S promulgated under the U.S.

Securities Act for the issuance

of the shares to the three individuals who were non-U.S.

persons as the securities were issued to the individuals through offshore transactions

which were negotiated and consummated outside the United States.

December 28, 2021, we granted an aggregate of 4,545,500 stock options pursuant to our 2021 Stock Incentive Plan having an

exercise price of $8.00 per share and an expiry date of five years from the date of grant to 40 individuals who were directors, officers,

employees and consultants of the Company.

We relied upon the exemption from registration under the U.S.

Securities Act provided by Rule

903 of Regulation S promulgated under the U.S.

Securities Act for the grant of stock options to the individuals who are non-U.S.

and upon the exemption from registration under Section 4(a)(2) of the U.S.

Securities Act for two individuals who are U.S.

stock options are all subject to vesting provisions of 20% on the date of grant and 20% on each of the first, second, third and fourth

anniversary of the date of grant.

3 – DEFAULTS UPON SENIOR SECURITIES

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities