What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-05-29 compared with 2023-05-30 · 45 added, 110 removed, 3 unchanged (98% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

for Common Stock

common stock began trading on the Nasdaq Capital Market on December 28, 2021 under the symbol “FNGR”, and before that it

traded on the OTCQX operated by OTC Markets Group Inc.

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Common Stock

Our common stock began trading on the Nasdaq Capital

Market on December 28, 2021 under the symbol “FNGR”, and before that it traded on the OTCQX operated by OTC Markets Group

under the symbol “FNGR”.

Trading volume in our shares may be sporadic

and the price could experience volatility.

The following table sets forth the high and low bid prices relating to our common stock for

the periods indicated as quoted by the Nasdaq Capital Market.

These quotations reflect inter-dealer prices without retail mark-up, mark-down,

or commissions, and may not reflect actual transactions.

May 22, 2023, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.40 per share.

Agent for Common Shares

Registrar and Transfer Agent for our shares of common stock is VStock Transfer, LLC located at 18 Lafayette Place, Woodmere, New York,

U.S.A., 11598.

of Common Shares

of May 22, 2023, there were approximately 306 holders of record of our common stock as reported by our transfer agent, VStock Transfer,

LLC, which does not include shareholders whose shares are held in street or nominee names.

have never declared or paid any cash dividends on our capital stock.

We currently intend to use the net proceeds from any offerings of

our securities and our future earnings, if any, to finance the further development and expansion of our business and do not intend or

expect to pay cash dividends in the foreseeable future.

Payment of future cash dividends, if any, will be at the discretion of our board

of directors after taking into account various factors, including our financial condition, operating results, current and anticipated

cash needs, outstanding indebtedness, and plans for expansion and restrictions imposed by lenders, if any.

Sales of Unregistered Securities

Ended February 28, 2023

January 19, 2023, we issued 5,000 shares of our common stock at a deemed price of $1.70 per share to one entity 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

Securities Act for the issuance of the shares to the entity that is a U.S.

January 19, 2023 , we issued an aggregate of 25,000 shares of our common stock at a deemed

price of $2.85 per share to two individuals and one entity pursuant to consulting agreements.

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 two individuals

and one entity who are all U.S.

January 19, 2023, we issued 125,000 shares of our common stock at a deemed price of $1.44 per share to one entity 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

Securities Act for the issuance of the shares to the entity that is a U.S.

January 19, 2023, we issued 16,313 shares of our common stock at a deemed price of $6.13 per share to one entity 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

Securities Act for the issuance of the shares to the entity that is a U.S.

January 19, 2023, we issued 40,000 shares of our common stock at a deemed price of $4.13 per share to one entity 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

Securities Act for the issuance of the shares to the entity that is a U.S.

February 7, 2023, we issued 1,721,766 shares of common stock at price of $1.75 per share to our

primary lender pursuant to the cashless exercise of warrants issued to our primary lender on August 9, 2022.

We relied upon the exemption

from the registration requirements under the U.S.

Securities Act, provided by Section 3(a)(9) of the U.S.

Securities Act with respect

to the issuance of the shares.

February 7, 2023, we issued 25,000 shares of our common stock at a deemed price of $1.22 per share to one entity 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

Securities Act for the issuance of the shares to the entity that is a U.S.

February 15, 2023, we issued 500,000 shares of common stock at price of $2.00 per share to our

primary lender pursuant to the conversion of $1,000,000 of principal amount of the convertible promissory note (the “Note”)

issued to our primary lender on August 9, 2022.

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

Act, provided by Section 3(a)(9) of the U.S.

Securities Act with respect to the issuance of the shares.

February 22, 2023, we issued 500,000 shares of common stock at price of $2.00 per share to our

primary lender pursuant to the conversion of $1,000,000 of principal amount of the Note issued to our primary lender on August 9, 2022.

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

Securities Act, provided by Section 3(a)(9) of the U.S.

Securities Act with respect to the issuance of the shares.

February 28, 2023, we issued 150,000 shares of our common stock at a deemed price of $0.74 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.

February 28, 2023, we issued 7,500 shares of our common stock at a deemed price of $1.85 per share to one entity 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

Securities Act for the issuance of the shares to the entity that is a U.S.

February 28, 2023, we issued 125,000 common stock purchase warrants to acquire 125,000 shares of common stock at a price of $5.00 per

share until October 1, 2024, to one entity 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 warrants to the entity which

of the other sales of unregistered securities during the fiscal year ended February 28, 2023 have been previously reported.

to the Year Ended February 28, 2023

March 17, 2023, we issued 2,465,816 shares of common stock at price of $0.863 per share to our primary lender pursuant to the conversion

of $2,128,000 of principal amount of the Note issued to our primary lender on August 9, 2022.

We relied upon the exemption from the registration

requirements under the U.S.

Securities Act, provided by Section 3(a)(9) of the U.S.

Securities Act with respect to the issuance of the

April 18, 2023, we issued 20,000 shares of common stock at a price of $3.00 per share pursuant to the exercise of warrants.

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

for the issuance of the 20,000 shares to the individual who is a non-U.S.

April 24, 2023, we issued 70,000 shares of our common stock at a deemed price of $1.64 per share to one entity 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

Securities Act for the issuance of the shares to the entity that is a U.S.

Repurchases of Equity Securities

did not repurchase any of our outstanding securities during the fiscal year ended February 28, 2023.

SELECTED FINANCIAL DATA

following tables provide selected financial data for each of the past two years, and should be read in conjunction with, and are qualified

in their entirety be reference to, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

and our consolidated financial statements and related notes for the fiscal year ended February 28, 2023, as presented under Item 8.

Statements and Supplementary Data.

These historical results are not necessarily indicative of the results to be expected for any future

STATEMENT DATA

Trading volume in our shares may be sporadic and the price could experience volatility.

following table sets forth the high and low bid prices relating to our common stock for the periods indicated as quoted by the Nasdaq

Capital Market.

These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual

transactions.

Quarter Ended

February 29, 2024

November 30, 2023

August 31, 2023

February 28, 2023

operating expenses

loss attributable to the Company’s shareholders

Comprehensive

loss attributable to the Company

Loss Per Share attributable to the Company - Basic

Loss Per Share attributable to the Company - Diluted

Average Number of Common Shares Outstanding (basic)

Average Number of Common Shares Outstanding (diluted)

at February 28, 2023

at February 28, 2022

Shareholders’

November 30, 2022

August 31, 2022

February 28, 2022

On May 23, 2024, the last reported sale price

of our common stock on the Nasdaq Capital Market was $2.95 per share.

Transfer Agent for Common Shares

The Registrar and Transfer Agent for our shares

of common stock is VStock Transfer, LLC located at 18 Lafayette Place, Woodmere, New York, U.S.A., 11598.

Holders of Common Shares

23, 2024, there were approximately 81 holders of record of our common stock as reported by our transfer agent, VStock Transfer, LLC, which

does not include shareholders whose shares are held in street or nominee names.

We have never declared or paid any cash dividends

on our capital stock.

We currently intend to grant a dividend in kind of warrants to purchase shares of our common stock to holders of

our common stock as previously disclosed, however, we intend to use the net proceeds from any offerings of our securities and our future

earnings, if any, to finance the further development and expansion of our business and do not intend or expect to pay cash dividends in

the foreseeable future.

Payment of future cash dividends, if any, will be at the discretion of our board of directors after taking into

account various factors, including our financial condition, operating results, current and anticipated cash needs, outstanding indebtedness,

and plans for expansion and restrictions imposed by lenders, if any.

Recent Sales of Unregistered Securities

Year Ended February 29, 2024

All sales of unregistered securities during the

fiscal year ended February 29, 2024 have been previously reported.

Subsequent to the Year Ended February 29,

On March 29, 2024, we issued 17,500 shares of

our common stock at a deemed price of $2.80 per share to one entity pursuant to consulting agreements, dated February 27, 2023 and February

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 entity that is a U.S.

Issuer Repurchases of Equity Securities

We did not repurchase any of our outstanding securities

during the fiscal year ended February 29, 2024.

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-K

Item 5. Market for Registrant’s Common Equity