Item 1.01 Entry into a Material
Definitive Agreement
On February 9, 2021, Future Fintech Group
Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with certain purchasers identified on the signature page thereto (the “Purchasers”), pursuant to which the Company
will sell to the Purchasers in a registered direct offering, an aggregate of 2,000,000 shares (the “Shares”)
of its common stock, par value $0.001 per share (“Common Stock”) at a purchase price of $5.95 per share, for
aggregate gross proceeds to the Company of $11,900,000, before deducting fees to the placement agent and other estimated offering
expenses payable by the Company.
Pursuant to the terms of the Purchase Agreement
and subject to certain exceptions, the Company agreed not to issue, enter into any agreement to issue or announce the issuance
or proposed issuance of any shares of Common Stock or Common Stock equivalents or file any registration statement or any amendment
or supplement, other than the prospectus supplement, registration statement or amendment to the registration statement relating
to the securities contemplated in the Purchase Agreement until 90 days after the closing date. Each Purchaser who also participated
in the offerings closed on December 29, 2020 and January 13, 2021, gave a waiver for the 90-day standstill provisions in certain
securities purchase agreements dated December 24, 2020 and January 11, 2021, solely for the purpose of this offering.
A.G.P./Alliance Global Partners is serving
as the placement agent in connection with the offering pursuant to the terms of a placement agent agreement, dated February 9,
2021, between the Company and A.G.P (the “Placement Agent Agreement”) and A.G.P will receive a cash fee of 7.25%
of the aggregate gross proceeds raised from the sale of the Shares and an aggregate of up to $35,000 for certain expenses.
The Shares are being offered and sold by
the Company pursuant to an effective shelf registration statement on Form S-3 previously filed with the U.S. Securities and Exchange
Commission and declared effective on December 11, 2020 (File No. 333-224686) (the “Registration Statement”).
The Company has agreed to indemnify each
of the Purchasers against certain losses resulting from its breach of any representations, warranties or covenants under agreements
with the Purchasers, as well as under certain other circumstances described in the Purchase Agreement.
The representations, warranties and covenants
contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such
representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase
Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what
may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the form of Purchase Agreement is
filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors
with any other factual information regarding the Company. Shareholders should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information
concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which
subsequent information may or may not be fully reflected in public disclosures.
The form of Purchase Agreement and form
of Placement Agent Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K. The
foregoing summary of the terms of the Purchase Agreement and Placement Agent Agreement is subject to, and qualified in its entirety
by form of Purchase Agreement and form of Placement Agent Agreement, which are incorporated herein by reference.