−Removed: 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: 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
−Removed: We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the
−Removed: United States Securities Act of 1933, as amended (the U.S.
−Removed: Securities Act) for the issuance of the shares to the individual
−Removed: who is a U.S.
−Removed: November 5, 2021, FingerMotion, Inc.
−Removed: we issued an aggregate of 236,000 shares of common stock at a price of $5.00 per share to two individuals
−Removed: due to the closing of our private placement at $5.00 per share for gross proceeds of $1,180,000.
+Added: ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES
+Added: AND USE OF PROCEEDS
+Added: On March 7, 2022, we issued 5,000 shares of our common
+Added: stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement.
We relied upon the exemption from registration
−Removed: under the U.S.
−Removed: Securities Act provided by Rule 903 of Regulation S promulgated under the U.S.
−Removed: Securities Act for the issuance of the
−Removed: shares to the two individuals who were non-U.S.
−Removed: persons as the securities were issued to the individuals through offshore transactions
−Removed: which were negotiated and consummated outside the United States.
−Removed: 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
−Removed: to the conversion of outstanding indebtedness in the aggregate of $200,000 owing to such individuals.
+Added: 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 entity
+Added: that is a U.S.
+Added: On March 23, 2022, we issued 10,000 shares of our
+Added: common stock at a deemed price of $3.66 per share to one individual pursuant to a consulting agreement.
We relied upon the exemption from
−Removed: registration under the U.S.
−Removed: Securities Act provided by Rule 903 of Regulation S promulgated under the U.S.
−Removed: Securities Act for the issuance
−Removed: of the shares to the three individuals who were non-U.S.
−Removed: persons as the securities were issued to the individuals through offshore transactions
−Removed: which were negotiated and consummated outside the United States.
−Removed: December 28, 2021, we granted an aggregate of 4,545,500 stock options pursuant to our 2021 Stock Incentive Plan having an
−Removed: 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,
−Removed: employees and consultants of the Company.
−Removed: We relied upon the exemption from registration under the U.S.
−Removed: Securities Act provided by Rule
−Removed: 903 of Regulation S promulgated under the U.S.
−Removed: Securities Act for the grant of stock options to the individuals who are non-U.S.
−Removed: and upon the exemption from registration under Section 4(a)(2) of the U.S.
−Removed: Securities Act for two individuals who are U.S.
−Removed: 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
−Removed: anniversary of the date of grant.
−Removed: 3 – DEFAULTS UPON SENIOR SECURITIES
−Removed: 4 – MINE SAFETY DISCLOSURES
+Added: 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
+Added: to the individual who is a U.S.
+Added: On March 23, 2022, we issued an aggregate of 25,000
+Added: shares of our common stock at a deemed price of $2.85 per share to two individuals and one entity pursuant to consulting agreements.
+Added: relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act
+Added: for the issuance of the shares to the two individuals and one entity who are all U.S.
+Added: On April 14, 2022, we issued 5,000 shares of our common
+Added: stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement.
+Added: We relied upon the exemption from registration
+Added: 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 entity
+Added: that is a U.S.
+Added: On April 28, 2022, we issued 50,000 shares of our
+Added: common stock at a deemed price of $2.61 per share to one entity pursuant to a consulting agreement.
+Added: We relied upon the exemption from
+Added: 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
+Added: to the entity that is a U.S.
+Added: On April 28, 2022, we issued 5,000 shares of our common
+Added: stock at a deemed price of $2.56 per share to one entity pursuant to a consulting agreement.
+Added: We relied upon the exemption from registration
+Added: 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 entity
+Added: that is a U.S.
+Added: On April 28, 2022, we issued 20,000 shares of our
+Added: common stock at a deemed price of $2.51 per share to one individual pursuant to a consulting agreement.
+Added: We relied upon the exemption from
+Added: registration under the Securities Act provided by Rule 903 of Regulation S promulgated under the Securities Act to the one individual
+Added: that is a non-U.S.
+Added: person as the shares were issued to the individual through an offshore transaction which was negotiated and consummated
+Added: outside of the United States.
+Added: On May 10, 2022, we issued 5,000 shares of our common
+Added: stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement.
+Added: We relied upon the exemption from registration
+Added: 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 entity
+Added: that is a U.S.
+Added: On May 10, 2022, we issued 5,000 shares of our common
+Added: stock at a deemed price of $3.66 per share to one individual pursuant to a consulting agreement.
+Added: We relied upon the exemption from registration
+Added: 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
+Added: who is a U.S.
+Added: On May 16, 2022, we issued 20,000 shares of our common
+Added: stock at a deemed price of $2.03 per share to one entity pursuant to a consulting agreement.
+Added: We relied upon the exemption from registration
+Added: 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 entity
+Added: that is a U.S.
+Added: On July 5, 2022, we issued 5,000 shares of our common
+Added: stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement.
+Added: We relied upon the exemption from registration
+Added: 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 entity
+Added: that is a U.S.
+Added: On July 5, 2022, we issued an aggregate of 25,000
+Added: shares of our common stock at a deemed price of $2.70 per share to two individuals and one entity pursuant to consulting agreements.
+Added: relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act
+Added: for the issuance of the shares to the two individuals and one entity who are all U.S.
+Added: ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
+Added: ITEM 4 – MINE SAFETY DISCLOSURES
+Added: Not applicable
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.