Item 1.01 Entry into a Material Definitive
Agreement
On April 1, 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 5,737,706 shares (the “Shares”) of its common stock,
par value $0.001 per share (“Common Stock”) at a purchase price of $6.10 per share, for aggregate gross proceeds to
the Company of approximately $35 million, 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, January 13, 2021 and February 11, 2021, gave a waiver for the 90-day standstill provisions in certain securities purchase agreements
dated December 24, 2020, January 11, 2021 and February 9, 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 April 1, 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.