FILED
PURSUANT TO RULE 424(B)(5)
REGISTRATION
NO.: 333-224686
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated December 4, 2020)
5,737,706 Shares
of Common Stock
Future
FinTech Group Inc.
Pursuant to this prospectus supplement and the accompanying prospectus,
we are offering to investors 5,737,706 shares of our common stock (the “Shares”) for a purchase price of $6.10 per share.
We have retained A.G.P. as
placement agent (the “Placement Agent”) to use its reasonable best efforts to solicit offers to purchase the securities in
this offering. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any
specific number or dollar amount of the securities. We expect that the delivery of the securities being offered pursuant to this prospectus
supplement and the accompanying prospectus will be made on or about April 6, 2021.
Our common stock is listed on the Nasdaq Capital Market under the symbol
“FTFT.” On March 31, 2021, the last reported sale price of our common stock was $6.20 per share. We recommend that you obtain
current market quotations for our common stock prior to making an investment decision. As of March 31, 2021, the aggregate market value
of our outstanding common stock held by non-affiliates was approximately $285,422,357, based on 59,548,486 shares of outstanding common
stock, of which 13,512,622 shares are held by affiliates, and a per share price of $6.20, which was the closing price of our common stock
on March 31, 2021.
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Per Share
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Total
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Public offering price
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$
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6.10
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$
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35,000,006.60
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Placement Agent commissions to be paid by us*
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$
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0.44225
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$
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2,537,500.48
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Proceeds, before expenses, to us
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$
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5.65775
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$
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32,462,506.12
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*
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Does not include other additional compensation received by the
placement agent, including reimbursement of legal fees and out of pocket expenses.
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Investing in our
common stock involves a high degree of risk. Before buying any common stock, you should carefully consider the risks that we have
described in “Supplemental Risk Factors” beginning on page S-3 of this prospectus supplement, as well as those described
in our filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
A.G.P.
The date of this prospectus supplement is April 1, 2021.
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
We
have not, and the Placement Agent has not, authorized any dealer, salesperson or other person to give any information or to make
any representation other than those contained in or incorporated by reference into this prospectus supplement, the accompanying
prospectus or any applicable free writing prospectus. You must not rely upon any information or representation not contained in
or incorporated by reference into this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus
as if we had authorized it. This prospectus supplement, the accompanying prospectus and any applicable free writing prospectus
do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities
to which they relate, nor does this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus
constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this
prospectus supplement, the accompanying prospectus, the documents incorporated herein and therein by reference and any applicable
free writing prospectus is correct on any date after their respective dates, even though this prospectus supplement, the accompanying
prospectus or an applicable free writing prospectus is delivered or securities are sold on a later date. Our business, financial
condition, results of operations and cash flows may have changed since those dates.
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying prospectus are part of a shelf registration statement that we filed with the Securities
and Exchange Commission (the “SEC”). This prospectus supplement amends and supplements the information in the prospectus,
dated May 4, 2018, filed as a part of our registration statement on Form S-3 (File No. 333-224686), as amended on August
24, 2020, November 4, 2020, and December 4, 2020 (the “Registration Statement”). The Registration Statement was declared
effective by the SEC as of December 11, 2020. This prospectus supplement should be read in conjunction with the accompanying prospectus,
and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained
in the accompanying prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized
in connection with, the accompanying prospectus, and any future amendments or supplements thereto.
Our
Registration Statement allows us to offer from time to time a wide array of securities. In the accompanying prospectus, we provide
you with a general description of the securities we may offer from time to time under our Registration Statement and other general
information that may apply to this offering. Both this prospectus supplement and the accompanying prospectus include important
information about us, our common stock, and other information that you should know before investing. You should carefully read
both this prospectus supplement and the accompanying prospectus as well as additional information described under “Where
You Can Find More Information” before investing in our securities.
This
document is in two parts. The first part is this prospectus supplement, which adds to and updates information contained in the
accompanying prospectus. The second part, the prospectus, provides more general information, some of which may not apply to this
offering. Generally, when we refer to this “prospectus supplement,” we are referring to both this prospectus supplement
and the accompanying prospectus, as well as the documents incorporated by reference herein and therein. If information in this
prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement.
As
used in this prospectus supplement, “Future FinTech Group Inc.,” “Future FinTech”, “FTFT”,
the “Company,” “we,” “our” or “us” refers to Future FinTech Group Inc., and its
subsidiaries and variable interest entity on a consolidated basis, unless otherwise indicated. “China” and the “PRC”
refer to the People’s Republic of China.
PROSPECTUS
SUPPLEMENT SUMMARY
The
following summary is qualified in its entirety by, and should be read together with, the more detailed information and our consolidated
financial statements and related notes thereto appearing elsewhere or incorporated by reference in this prospectus supplement
and the accompanying prospectus. Before you decide to invest in our securities, you should read the entire prospectus supplement
and the accompanying prospectus carefully, including the risk factors and the financial statements and related notes included
or incorporated by reference in this prospectus supplement and the accompanying prospectus.
Overview
Future
FinTech is a holding company incorporated under the laws of the State of Florida. The Company historically engaged in the production
and sale of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages (including fruit juice beverages
and fruit cider beverages) in the PRC. Due to drastically increased production costs and tightened environmental laws in China,
the Company had transformed its business from fruit juice manufacturing and distribution to a real-name blockchain based e-commerce
platform that integrates blockchain and internet technology. The main business of the Company includes an online shopping platform,
Chain Cloud Mall (CCM), which is based on blockchain technology; a cross-border e-commerce platform (NONOGIRL); a blockchain-based
application incubator; and technical service and support for real name and blockchain based assets and their operating entities
(DCON); and the application and development of blockchain-based e-commerce technology and financial technology. The Company is
also expanding into financial services.
The
Company currently has three direct wholly-owned subsidiaries: DigiPay FinTech Limited (“DigiPay,”), a company incorporated
under the laws of the British Virgin Islands, Future FinTech (Hong Kong) Limited, a company incorporated under the laws of Hong
Kong, and GlobalKey Shared Mall Limited, a company incorporated under the laws of Cayman Islands (“GlobalKey Shared Mall”).
Our
Business
Chain
Cloud Mall adopts a “multi-vendor hosted stores + platform self-hosted stores” model. The platform supports various
marketing methods, including point rewards programs, coupons, live webcasts, game interaction, and social media sharing. Besides
the blockchain-powered features, CCM is also fully equipped with the same functions and services that other Chinese leading traditional
e-commerce platforms provide.
Based
on blockchain technology, CCM is established to transform the relationship between companies and consumers from traditional selling
and buying relationship to a value-sharing relationship. The platform will fairly distribute the benefit of the entire mall to
users who engaged in the promotion, development, and consumption based on their contributions to the platform. The members of
CCM are not only consumers and entrepreneurs but also participants, promoters and beneficiaries. The CCM shared shopping mall
platform is designed to be a block-chain based shopping mall for merchants and goods, not the exchange of digital currencies,
and it only accepts payment from credit cards, Alipay and WeChat.
NONOGIRL e-commerce
platform was formally launched in July 2020. Currently, the Android version app of the NONOGIRL platform has been launched on Googleplay,
Tencent Application Treasure, Xiaomi, OPPO, and VIVO application stores, and the IOS version app of the platform has been launched
on Apple App Store. As of December 31, 2020, there were 30,170 registered users of the NONOGIRL platform, of which 12,620 were
in China and 17,550 were outside of China.
Other
Information
For
a complete description of our business, financial condition, results of operations and other important information, we refer you
to our filings with the Securities and Exchange Commission (the “SEC”) that are incorporated by reference in this
prospectus, including our Annual Report on Form 10-K for the year ended December 31, 2019, as amended, and our Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2020. For instructions on how to find copies of these documents, please
see the section titled “Incorporation of Certain Information by reference” beginning on page S-8 of this prospectus
supplement.
THE
OFFERING
Issuer
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Future FinTech Group Inc.
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Shares offered by us
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5,737,706 shares at a purchase price of $6.10 per share.
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Common stock outstanding immediately prior to this offering(1)
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59,548,486 shares.
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Common stock to be outstanding immediately after this offering(1)
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65,286,192 shares.
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Use of proceeds
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We estimate that the net proceeds from
this offering will be approximately $32.38 million after deducting estimated placement agent commissions and estimated offering
expenses payable by us. We intend to use the net proceeds from this offering primarily for growth capital and general working
capital purposes. See “Use of Proceeds.”
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Risk factors
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Investing in our common stock involves
a high degree of risk, and the purchasers of our common stock may lose all or part of their investment. Before deciding to
invest in our securities, please carefully read the section entitled “Risk Factors,” and the accompanying prospectus.
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NASDAQ Capital Market Symbol
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FTFT
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(1)
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The number of Common Stock to be outstanding prior to and after this
offering is based on the actual number of shares outstanding as of March 31, 2021, which was 59,548,486 and does not include, as of that
date:
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●
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557,791 shares of our Common Stock issuable upon exercise of our warrants outstanding as of March 31,
2021, of which the warrants to purchase 210,526 shares of common stock are not exercisable until June 24, 2021.
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Unless
otherwise stated, outstanding share information throughout this prospectus supplement excludes the above.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. You should carefully consider the risks described in the documents incorporated by
reference in this prospectus and any prospectus supplement, as well as other information we include or incorporate by reference into
this prospectus and any applicable prospectus supplement, before making an investment decision. Our business, financial condition or
results of operations could be materially adversely affected by the materialization of any of these risks. The trading price of our
securities could decline due to the materialization of any of these risks, and you may lose all or part of your investment. This
prospectus supplement and the documents incorporated herein by reference also contain forward-looking statements that involve risks
and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of
certain factors, including the risks described in the documents incorporated herein by reference, including (i) our most recent
annual report on Form 10-K which is on file with the SEC and is incorporated herein by reference, (ii) our most recent
quarterly reports on Form 10-Q, which are on file with the SEC and is incorporated by reference into this prospectus supplement, and
(iii) other documents we file with the SEC that are deemed incorporated by reference into this prospectus supplement. These
risk factors may be amended, supplemented or superseded from time to time by risk factors contained in other Exchange Act reports
that we file with the SEC, which will be subsequently incorporated herein by reference; by any other prospectus supplement; or by a
post-effective amendment to the registration statement of which this prospectus supplement forms a part. In addition, new risks may
emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. For
more information, see “Where You Can Find More Information,” “Incorporation of Certain Information By
Reference” and “Note Concerning Forward-Looking Statements.”
Risks
Related to This Offering
Management
will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively.
Subject
to certain limited exceptions set forth in the offering documents, we have agreed to use the net proceeds from this offering for
growth capital and general working capital purposes. Our management will have significant flexibility in applying the net proceeds
of this offering for growth capital and general working capital purposes. You will be relying on the judgment of our management
with regard to the use of these net proceeds, and subject to any agreed upon contractual restrictions under the terms of the subscription
agreements, you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used
appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return
for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial
condition, operating results and cash flow.
You
will experience immediate dilution in the book value per share of the common stock you purchase.
Because the price per share of our Common Stock being offered is higher
than the book value per share of our common stock, you will suffer substantial dilution in the net tangible book value of the common stock
you purchase in this offering. Based on the offering price of $6.10 per share, if you purchase the Shares offered in this offering, you
will suffer immediate and substantial dilution per Share in the net tangible book value of the common stock.
Future
sales or other dilution of our equity could depress the market price of our Common Stock.
Sales
of our common stock, preferred stock, warrants, units or any combination of the foregoing in the public market, or the perception
that such sales could occur, could negatively impact the price of our Common Stock. If one or more of our shareholders were to
sell large portions of their holdings in a relatively short time, for liquidity or other reasons, the prevailing market price
of our Common Stock could be negatively affected.
In
addition, the issuance of additional shares of our Common Stock, securities convertible into or exercisable for our Common Stock,
other equity-linked securities, including preferred stock or warrants or any combination of the securities pursuant to this prospectus
will dilute the ownership interest of our common shareholders and could depress the market price of our Common Stock and impair
our ability to raise capital through the sale of additional equity securities.
We
may need to seek additional capital. If this additional financing is obtained through the issuance of equity securities or warrants
to acquire equity securities, our existing shareholders could experience significant dilution upon the issuance, conversion or
exercise of such securities.
Risks
Related to Our Business Prospects
In
December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, the pandemic quickly spread to many
provinces, autonomous regions, and cities all over the China and other parts of the world. Substantially all of our revenues are
generated in China. The Company’s results of operations have been materially negatively affected by the COVID-19 pandemic,
especially during the first half of 2020. In early 2020, Chinese government took emergency measures to combat the spread of the
virus, including quarantines, travel restrictions, and the temporary closure of office buildings and facilities in China, which
has materially adversely affected the Company’s business and services and results of operations. Our suppliers have negatively
been affected, and could continue to be negatively affected in their ability to supply and ship products to our customers by any
further outbreak or resurgence of COVID-19 in China. Our customers that are negatively impacted by the outbreak of COVID-19 may
reduce their budgets to purchase products and services from us, which may materially adversely impact our revenue. The business
operations of the third parties’ stores on our platform have been and could continue to be negatively impacted by any further
outbreak or resurgence of COVID-19, which may negatively impact their operations and business, which may in turn adversely affect
the business of our platform as a whole as well as our financial condition and operating results. Some of our customers, contractors,
suppliers and other business partners are small and medium-sized enterprises (SMEs), which may not have strong cash flows or be
well capitalized, and may be vulnerable to an epidemic outbreak and slowing macroeconomic conditions. Further, as we do not have
access to a revolving credit facility, there can be no assurance that we would be able to secure commercial debt financing in
the future in the event that we require additional capital. The global economy has also been materially negatively affected
by the COVID-19 and there is continued severe uncertainty about the duration and intensity of its impacts. The Chinese and global
growth forecast is extremely uncertain, which would seriously affect customer spending on our shopping mall. While the potential
economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result
in significant disruption of global financial markets, reducing our ability to access capital, which could negatively affect our
liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business
and the value of the Company’s Common Stock.
The
Company’s promotion strategy of the CCM Shopping Mall previously mainly relied on the training of members and distributors
through meetings and conferences before the outbreak. Although China has already begun to recover from the outbreak of COVID-19,
the Chinese government still put certain restriction on large gatherings. These restrictions made the promotion strategy for CCM
Shopping Mall difficult to implement.
Consequently,
our results of operations have been materially adversely affected. Any potential impact to our results will depend on, to a large
extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions
taken by government authorities and other entities to contain the COVID-19 or treat its impact, almost all of which are beyond
our control.
NOTE
CONCERNING FORWARD-LOOKING STATEMENTS
This
prospectus supplement of Future FinTech Group Inc. and the documents incorporated by reference herein include forward-looking
statements that involve risks and uncertainties within the meaning of the Private Securities Litigation Reform Act of 1995. Other
than statements of historical fact, all statements made in this prospectus supplement and in the documents incorporated by reference
herein are forward-looking, including, but not limited to (a) our projected sales, profitability, and cash flows, (b) our growth
strategies, (c) anticipated trends in our industry, (d) our future financing plans and (e) our anticipated needs for working capital.
They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,”
“estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,”
“expects,” “management believes,” “we believe,” “we intend” or the negative of
these words or other variations on these words or comparable terminology. Forward-looking statements involve risks and uncertainties
that are inherently difficult to predict, which could cause actual outcomes and results to differ materially from our expectations,
forecasts and assumptions. The following important factors, among others, could affect our future results and could cause those
results to differ materially from those expressed in such forward-looking statements:
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fluctuations
in the supply of products from our suppliers;
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the
expected growth of the online retail industry in China
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changes
in general economic conditions and conditions adversely affecting the businesses in which Future FinTech is engaged;
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changes
in U.S., China and global financial and equity markets, including market disruptions and significant interest rate fluctuations,
which may impede our access to, or increase the cost of, external financing for our operations and investments;
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our
success in implementing our business strategy or introducing new products and services;
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our
ability to attract and retain customers;
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changes
in tastes and preferences for, or the consumption of, our products and services;
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impact
of competitive activities on our business;
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the
result of future financing efforts;
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risks
associated with the adverse effects of COVID-19 pandemic globally;
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risks
associated with conducting business internationally and especially in the People’s Republic of China, including currency
fluctuations and devaluation, currency restrictions, local laws and restrictions and possible social, political and economic
instability; and
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change
of laws and regulations of blockchain technology and its application to business;
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other
economic, financial and regulatory factors beyond the Company’s control.
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Any
or all of our forward-looking statements in this prospectus supplement may turn out to be inaccurate. They can be affected by
inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statement
can be guaranteed. Actual future results may vary materially as a result of various factors, including, without limitation, the
risks outlined under “Risk Factors” incorporated by reference into this prospectus supplement. In light
of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will
in fact occur. You should not place undue reliance on these forward-looking statements.
We
undertake no obligation to update forward-looking statements to reflect subsequent events, changed circumstances or the occurrence
of unanticipated events.
USE
OF PROCEEDS
We estimate that the net proceeds we will receive from this offering
will be approximately $32.38 million after deducting placement agent commissions and estimated offering expenses of approximately $2,617,500.
We
intend to use the net proceeds from this offering primarily for growth capital and general working capital. We have not determined
the amounts we plan to spend on any specific purpose or the timing of these expenditures. As a result, our management will have
broad discretion to allocate the net proceeds from this offering. Pending application of the net proceeds as described above,
we intend to invest the net proceeds to us from this offering in a variety of capital preservation investments, including short-term,
investment-grade and interest-bearing instruments.
PLAN
OF DISTRIBUTION
Pursuant to a placement agent agreement dated April 1, 2021 (the “Placement
Agent Agreement”), we have engaged A.G.P./Alliance Global Partners (the “Placement Agent”), to act as our
placement agent in connection with this offering of our securities pursuant to this prospectus supplement and accompanying prospectus.
Under the terms of the Placement Agent Agreement, the Placement Agent has agreed to be our placement agent, on a reasonable best effort
basis, in connection with the issuance and sale by us of our shares of common stock in this offering. The terms of this offering were
subject to market conditions and negotiations between us and prospective investors. The Placement Agent Agreement does not give rise to
any commitment by the Placement Agent to purchase any of our shares of common stock, and the Placement Agent will have no authority to
bind us by virtue of the Placement Agent Agreement. Further, the Placement Agent does not guarantee that it will be able to raise new
capital in any prospective offering. The Placement Agent may engage sub-agents or selected dealers to assist with the offering.
The
Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any
commissions received by it and/or any profit realized on the resale of the securities sold by it while acting as principal might
be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the Placement Agent would be
required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4)
under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the
timing of purchases and sales of shares of common stock by the Placement Agent acting as principal. Under these rules and regulations,
the Placement Agent:
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may
not engage in any stabilization activity in connection with our securities; and
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may
not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than
as permitted under the Exchange Act, until it has completed its participation in the distribution.
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Upon receipt of investors funds for the offering pursuant to this prospectus
supplement, we will deliver the shares of common stock to the investors. We expect to deliver the securities being offered pursuant to
this prospectus supplement on or about April 6, 2021, subject to customary closing conditions.
Commissions and Offering Expenses
The Placement Agent
proposes to offer the securities at the offering price shown on the cover of this prospectus supplement.
As consideration for
the services of the Placement Agent, the Placement Agent will receive a cash commission equal to 7.25% of the gross proceeds from
the sale of our securities in this offering. The following table shows the public offering price, Placement Agent commissions
and proceeds, before expenses, to us.
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Per Share
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Total
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Public offering price
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$
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6.10
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$
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35,000,006.60
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Placement Agent commissions to be paid by us
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$
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0.44225
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$
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2,537,500.48
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Proceeds, before expenses, to us
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$
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5.65775
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$
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32,462,506.12
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We have also agreed to reimburse the Placement Agent for legal and
out of pocket expenses not exceed $35,000 in the aggregate. We estimate the total offering expenses of this offering that will be payable
by us, excluding the Placement Agents’ fees and expenses, will be approximately $45,000.
Indemnification
We have agreed to
indemnify the Placement Agent and specified other persons against certain liabilities relating to or arising out of the Placement
Agent’s activities under the Placement Agent Agreement and to contribute to payments that the placement agent may be required
to make in respect of such liabilities.
Lock-Up
We have agreed with the Placement Agent that, from the date of the
Securities Purchase Agreement until 90 days after the closing date, we shall not 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 thereto. In
addition, our officers and directors have agreed, and subject to certain exceptions, that they will not, during the 90 days after the
closing of this offering: (a) offer, sell, agree to offer or sell, solicit offers to purchase, convert, exercise, exchange, grant any
call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of or transfer (each a “Transfer”)
any Relevant Security (as defined below) or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put
equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section
16 of the Exchange Act and the rules and regulations thereunder) with respect to any Relevant Security or otherwise enter into any swap,
derivative or other transaction or arrangement that Transfer to another, in whole or in part, any economic consequence of ownership of
a Relevant Security, whether or not such transaction is to be settled by the delivery of Relevant Securities, other securities, cash or
other consideration, or otherwise publicly disclose the intention to do so. As used herein, the term “Relevant Security” means
any share, warrant to purchase shares or any other security of the Company or any other entity that is convertible into, or exercisable
or exchangeable for, shares or any other equity security of the Company, in each case owned beneficially or otherwise by the officer or
director on the date set forth on the front cover of the final prospectus used in connection with this offering or acquired by the officer
or director during the lock-up period.
Principal
Market
Our
common stock is listed on the Nasdaq Capital Market under the symbol “FTFT”
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We
are incorporating by reference specified documents that we file with the SEC, which means that we can disclose important information
to you by referring you to those documents that are considered part of this prospectus. We incorporate by reference into this
prospectus the documents listed below and any documents that we subsequently file with the SEC pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the termination of this offering; provided, however, that we are not incorporating any
information furnished but not filed under Item 2.02 or Item 7.01 of a Current Report on Form 8-K:
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our
Annual Report on Form 10-K for the year ended December 31,
2019 filed on June 2, 2020, as amended by that Form
10-K/A filed with the SEC on November 4, 2020;
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our
Current Reports on Forms 8-K and 8-K/A filed on April
2, 2021, March 23,
2021, March 1,
2021, February 26,
2021, February 11,
2021, February 10,
2021, January 14,
2021, January 13,
2021, January 12,
2021, December 30,
2020, December
28, 2020, December 21,
2020, December 18,
2020, December 4,
2020, December 2,
2020, November 18,
2020, November 5,
2020, October 30,
2020, September 28,
2020, September 21,
2020, August 7,
2020; July 29, 2020; July
17, 2020; July 16,
2020; June 18,
2020; and June 15,
2020;
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our
Quarterly Reports on Form 10-Q filed on July
6, 2020, August
14, 2020 and November
16, 2020; and
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the
description of our common stock in our Form 8-A, filed April 19, 2010 pursuant to Section 12(b) of the Exchange Act, which incorporates by reference the description
of the shares of our common stock contained in our Registration Statement on Form
S-1 (File No. 333-159959) filed on June 12, 2009 and declared effective by the SEC on July 23, 2009, and any amendment
or report filed with the SEC for purposes of updating such description.
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All
reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated
by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that
a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference
into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
Any
person, including any beneficial owner, to whom this prospectus is delivered may request copies of this prospectus and any of
the documents incorporated by reference in this prospectus, without charge, by written or oral request directed to Future FinTech
Group Inc., Attention: Investor Relations Department, Americas Tower, 1177 Avenue of The Americas, Suite 5100, New York, NY 10036,
tel: 888-622-1218 or from the SEC through the SEC’s website at the web address provided below.
We
file annual and quarterly reports, current reports on Form 8-K and proxy statements with the SEC. The public may read
and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street N.E., Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains
an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC.
We
have filed a registration statement on Form S-3 with the SEC for the securities we are offering by this prospectus supplement
and the accompanying prospectus. This prospectus supplement and the accompanying prospectus do not include all of the information
contained in the registration statement. You should refer to the registration statement and its exhibits for additional information.
The
information relating to our company contained in this prospectus is not comprehensive, and you should read it together with the
information contained in the documents incorporated by reference.
LEGAL
MATTERS
The validity of the
issuance of the securities offered hereby will be passed upon for us by FisherBroyles, LLP. Hunter Taubman Fischer & Li
LLC is counsel to the Placement Agent in connection with this offering.
EXPERTS
Our
consolidated financial statements appearing in our Annual Report on Form 10-K for the years ended December 31, 2019, as amended
and December 31, 2018 have been audited by B F Borgers CPA PC and Wang Certified Public Accountant, P.C., respectively, as set
forth in their reports, and are incorporated by reference herein in reliance on such reports given on the authority of said firms
as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the information requirements of the Exchange Act and, in accordance therewith, file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s Public
Reference Room at 100 F Street, Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. These documents also may be accessed through the SEC’s electronic data gathering,
analysis and retrieval system, or EDGAR, via electronic means, including the SEC’s home page on the Internet (www.sec.gov).
This
prospectus supplement and the accompanying prospectus are only part of a registration statement on Form S-3 that we have filed
with the SEC under the Securities Act and therefore omits certain information contained in the registration statement. We have
also filed exhibits and schedules with the registration statement that are excluded from this prospectus supplement and the accompanying
prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to
any contract or other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without
charge, at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC.
We
also maintain a website at http://www.ftftex.com, through which you can access our SEC filings. The information contained on our
website is not incorporated by reference into, and does not form any part of, this prospectus supplement or the accompanying prospectus.
We have included our website address as a factual reference and do not intend it to be an active link to our website.
PROSPECTUS
Future FinTech Group Inc.
$80,000,000
Common Stock
Preferred Stock
Warrants
Units
We may offer from
time to time shares of our common stock, par value $0.001 (“Common Stock”), preferred stock, warrants and units that
include any of these securities. The aggregate initial offering price of the securities sold under this prospectus will not exceed
$80,000,000. We will offer the securities in amounts, at prices and on terms to be determined at the time of the offering.
Our Common Stock is
quoted on the NASDAQ Capital Market under the symbol “FTFT.” As of December 4, 2020, the aggregate market value
of our outstanding Common Stock held by non-affiliates was approximately $68,737,180 based on 42,286,579 shares of outstanding
Common Stock, of which 17,291,241 shares are held by affiliates, and a price of $2.75 per share, which was the last reported sale
price of our Common Stock as quoted on the NASDAQ Capital Market on that date. During the 12 calendar months prior to, and including,
the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.6 of Form S-3. You are urged
to obtain current market quotations of our Common Stock.
Each time we sell
securities hereunder, we will attach a supplement to this prospectus that contains specific information about the terms of the
offering, including the price at which we are offering the securities to the public. The prospectus supplement may also add, update
or change information contained or incorporated in this prospectus. You should read this prospectus and the applicable prospectus
supplement carefully before you invest in our securities.
The securities hereunder
may be offered directly by us, through agents designated from time to time by us or to or through underwriters or dealers. If
any agents, dealers or underwriters are involved in the sale of any securities, their names, and any applicable purchase price,
fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set
forth, in the applicable prospectus supplement. See the section entitled “About This Prospectus” for more information.
Investing in our
securities involves certain risks. See “Risk Factors” beginning on page 6 of this prospectus. In addition,
see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019. You should carefully
read and consider these risk factors before you invest in our securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is ●,
2020.
TABLE OF CONTENTS
The distribution of
this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe any of these restrictions.
If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document
are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this
prospectus does not extend to you.
This prospectus provides
you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of the offering and the offered securities. This prospectus, together with
applicable prospectus supplements, any information incorporated by reference, and any related free writing prospectuses we file
with the Securities and Exchange Commission (the “SEC”), includes all material information relating to these offerings
and securities. We may also add, update or change in the prospectus supplement any of the information contained in this prospectus
or in the documents that we have incorporated by reference into this prospectus, including without limitation, a discussion of
any risk factors or other special considerations that apply to these offerings or securities or the specific plan of distribution.
We have not authorized
anyone to give any information or make any representation about us that is different from, or in addition to, that contained in
this prospectus, including in any of the materials that we have incorporated by reference into this prospectus, any accompanying
prospectus supplement, and any free writing prospectus prepared or authorized by us. Therefore, if anyone does give you information
of this sort, you should not rely on it as authorized by us. You should rely only on the information contained or incorporated
by reference in this prospectus and any accompanying prospectus supplement.
You should not
assume that the information contained in this prospectus and any accompanying supplement to this prospectus is accurate on any
date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is
correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying
supplement to this prospectus is delivered or securities are sold on a later date. Neither the delivery of this prospectus,
nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs
since the date hereof or that the information incorporated by reference herein is correct as of any time subsequent to the date
of such information.
ABOUT THIS PROSPECTUS
This prospectus is
part of a registration statement we filed with the Securities and Exchange Commission, or the SEC, using a “shelf”
registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination of the
securities described in this prospectus in one or more offerings. The aggregate initial offering price of all securities sold
under this prospectus will not exceed $80,000,000.
This prospectus provides
certain general information about the securities that we may offer hereunder. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of the offering and the offered securities. The prospectus
supplement will contain the specific information about the terms of the offering. In each prospectus supplement, we will include
the following information:
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the number and type of securities that we propose to sell;
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the public offering price;
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the names of any underwriters, agents or dealers through or
to which the securities will be sold;
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any compensation of those underwriters, agents or dealers;
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any additional risk factors applicable to the securities or
our business and operations; and
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any other material information about the offering and sale of
the securities.
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In addition, the prospectus
supplement may also add, update or change the information contained or incorporated in this prospectus. The prospectus supplement
will supersede this prospectus to the extent it contains information that is different from, or that conflicts with, the information
contained or incorporated in this prospectus. You should read and consider all information contained in this prospectus and any
accompanying prospectus supplement in making your investment decision. You should also read and consider the information contained
in the documents identified under the heading “Incorporation of Certain Documents by Reference” and “Where You
Can Find More Information” in this prospectus.
As used in this prospectus,
“Future FinTech Group Inc.,” “Future FinTech”, “FTFT”, the “Company,” “we,”
“our” or “us” refers to Future FinTech Group Inc., and its subsidiaries and variable interest entity on
a consolidated basis, unless otherwise indicated. “China” and the “PRC” refer to the People’s Republic
of China.
The Company
Overview
Future FinTech is
a holding company incorporated under the laws of the State of Florida. The Company historically engaged in the production and
sale of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages (including fruit juice beverages and
fruit cider beverages) in the PRC. Due to drastically increased production costs and tightened environmental laws in China, the
Company had transformed its business from fruit juice manufacturing and distribution to a real-name blockchain based e-commerce
platform that integrates blockchain and internet technology. The main business of the Company includes an online shopping platform,
Chain Cloud Mall (CCM), which is based on blockchain technology; a cross-border e-commerce platform (NONOGIRL) which was formally
launched in July 2020. Currently, the Android version app of the NONOGIRL platform has been launched on Googleplay, Tencent Application
Treasure, Xiaomi, OPPO, and VIVO application stores, and the IOS version app of the platform has been launched on Apple App Store.
As of September 30, 2020, there were 10,450 registered users of the NONOGIRL platform, of which 1,210 were in China and 9,240
were outside of China.; a blockchain-based application incubator; and technical service and support for real name and blockchain
based assets and their operating entities (DCON); and the application and development of blockchain-based e-commerce technology
and financial technology. The Company is also expanding into financial service business. On July 13, 2020, the Company entered
into a Share Exchange Agreement with Joy Rich Enterprises Limited (“Joy Rich”) to acquire 90% of the issued and outstanding
shares of Nice Talent Asset Management Limited (“NTAM”), a Hong Kong-based asset management company, from Joy Rich.
NTAM is licensed under the Securities and Futures Commission of Hong Kong (“SFC”) to carry out regulated activities
in Type 4: Advising on Securities and Type 9: Asset Management. The transaction is expected to close before the end of December
2020 due to impact of Covid-19 outbreak which has delayed the approval process by the regulatory agency in Hong Kong.
Chain Cloud Mall adopts
a “multi-vendor hosted stores + platform self-hosted stores” model. The platform supports various marketing methods,
including point rewards programs, coupons, live webcasts, game interaction, and social media sharing. Besides the blockchain-powered
features, CCM is also fully equipped with the same functions and services that other Chinese leading traditional e-commerce platforms
provide.
Based on blockchain
technology, CCM is established to transform the relationship between companies and consumers from traditional selling and buying
relationship to a value-sharing relationship. The platform will fairly distribute the benefit of the entire mall to users who
engaged in the promotion, development, and consumption based on their contributions to the platform. The members of CCM are not
only consumers and entrepreneurs but also participants, promoters and beneficiaries. The CCM shared shopping mall platform is
designed to be a block-chain based shopping mall for merchants and goods, not the exchange of digital currencies, and it only
accepts payment from credit cards, Alipay and WeChat.
The Company currently
has three direct wholly-owned subsidiaries: DigiPay FinTech Limited (“DigiPay,”), a company incorporated under the
laws of the British Virgin Islands, Future FinTech (Hong Kong) Limited, a company incorporated under the laws of Hong Kong, and
GlobalKey Shared Mall Limited, a company incorporated under the laws of Cayman Islands (“GlobalKey Shared Mall”).
SkyPeople Foods Holding
Limited (“SkyPeople BVI”), a company organized under the laws of the British Virgin Islands, held 100% of the equity
interest of HeDeTang Holdings (HK) Ltd. (“HeDeTang HK”), a company organized under the laws of the Hong Kong Special
Administrative Region of the People’s Republic of China (“Hong Kong”), and HeDeTang HK holds 73.42% of the equity
interest of SkyPeople Juice Group Co., Ltd., (“SkyPeople (China)”), a company incorporated under the laws of the PRC.
SkyPeople (China) has eleven subsidiaries in the PRC, which are mainly involved in the production and sales of fruit juice concentrates,
fruit juice beverages and other fruit-related products in the PRC and overseas markets. On February 27, 2020, SkyPeople BVI completed
the transfer of its ownership of HeDeTang HK to New Continent International Co., Ltd. (the “Buyer”), an unrelated
third party and a company incorporated in the British Virgin Islands for a total price of RMB 0.6 million (approximately $85,714),
pursuant to a Share Transfer Agreement entered into by the Seller and the Buyer on September 18, 2019 and approved at the special
shareholders meeting of the Company on February 26, 2020. SkyPeople BVI had no operational assets or business after the transfer
and the Company dissolved SkyPeople BVI on July 27, 2020.
Future FinTech (HongKong)
Limited (“FinTech HK”) holds 100% of the equity interests of Future Commercial Management Co., Ltd. (formerly known
as China Agricultural Silkroad Finance Lease Ltd.), Future Digital FinTech (Xi’an) Co., Ltd. (“Digital Xi’an”)
, GuangChengJi (Shanghai) Industrial Co. Ltd, Future Commercial Management (Beijing) Co., Ltd. and Future Commercial Group Co.,
Ltd. Digital Xi’an holds 100% of the equity interest of Chain Future Digital Tech (Beijing) Co., Ltd.
DigiPay FinTech Limited
holds 60% equity interest of DCON DigiPay Limited, a company incorporated in Japan.
GlobalKey Shared Mall
holds 100% equity interests of Chain Cloud Mall Network and Technology (Tianjin) Co., Limited (“CCM Network”) and
QR (HK) Limited. CCM Network holds 80% equity interest of Chain Cloud Mall Logistics Center (Shaanxi) Co., Limited (“CCM
Logistics”) and 90% equity interest of HeDeTang Farm Products Trading Market (Mei County) Co., Ltd. (“HeDeTang Farm”)
CCM Logistics owns the remaining 10% equity interest of HeDeTang Farm and 100% equity interest of GlobalKey Supply Chain Limited.
On July 24, 2020, the Company’s Board of Directors decided to close the business operation of CCM Logistics and HeDeTang
Farm. On November 12, 2020, CCM Network entered into an Equity Transfer Agreement with Xi’an Yishengkang Information Technology,
Ltd. (“Xi’an Yishengkang”), an unrelated third party, pursuant to which the Company agreed to sell 90% of total
issued and outstanding capital stock of HeDeTang Farm that it owned to Xi’an Yishengkang at RMB9,000 (approximately $1,324).
On the same date, CCM Logistics entered into another Equity Transfer Agreement with an individual and unrelated third party,
Liyuan Ying, pursuant to which the Company agreed to sell 10% of its shares of total issued and outstanding capital stock of HeDeTang
Farm that it owns to Liyuan Ying for RMB1,000 (approximately $147).
On July 31, 2019,
CCM Network, Chain Cloud Mall E-commerce (Tianjin) Co., Ltd., a limited liability company incorporated under the laws of the China
(the “E-commerce Tianjin”), and Mr. Zeyao Xue and Mr. Kai Xu, citizens of China and shareholders of E-commerce Tianjin,
entered into the following agreements, or collectively, the “Variable Interest Entity Agreements” or “VIE Agreements,”
pursuant to which CCM Network has contractual rights to control and operate the business of E-commerce Tianjin (the “VIE”).
Mr. Zeyao Xue is a major shareholder of the Company and the son of Mr. Yongke Xue, our Chairman. Mr. Kai Xu was the Chief Operating
Officer of the Company and currently is the Deputy General Manager of Future Commercial Management (Beijing) Co., Ltd., a
wholly owned subsidiary of the Company.
Pursuant to Chinese
law and regulations, a foreign owned enterprise cannot apply for and hold a license for operation of certain e-commerce businesses.
CCM Network is an indirectly wholly foreign owned enterprise of the Company. In order to comply with Chinese law and regulations,
CCM Network agreed to provide E-commerce Tianjin an Exclusive Operation and Use Rights Authorization to operate and use the Chain
Cloud Mall System owned by CCM Network.
The following is a summary of the currently
effective contractual arrangements relating to E-commerce Tianjin.
Contractual Arrangements with Our Consolidated
Affiliated Entity and Its Respective Shareholders
Our contractual arrangements
with our VIE and their respective shareholders allow us to (i) exercise effective control over our VIE, (ii) receive substantially
all of the economic benefits of our VIE, and (iii) have an exclusive option to purchase all or part of the equity interests in
our VIE when and to the extent permitted by PRC law.
As a result of the
contractual arrangements with our VIE, we are regarded as the primary beneficiary of our VIE, and we treat them and their subsidiaries
as our consolidated affiliated entities under U.S. GAAP. We have consolidated the financial results of our VIE in our consolidated
financial statements in accordance with U.S. GAAP.
Agreements that Allow us to Receive Economic Benefits from
our VIE
Exclusive Technology Consulting and
Service Agreement.
Pursuant to the Exclusive
Technology Consulting and Service Agreement, CCM Network agreed to act as the exclusive consultant of E-commerce Tianjin and provide
technology consulting and services to E-commerce Tianjin. In exchange, E-commerce Tianjin agreed to pay CCM Network a technology
consulting and service fee, the amount of which is to be equivalent to the amount of net profit before tax of E-commerce Tianjin,
payable on a quarterly basis after making up losses of previous years (if necessary) and deducting necessary costs, expenses and
taxes related to the business operations of E-commerce Tianjin. Without the prior written consent of CCM Network, E-commerce Tianjin
may not accept the same or similar technology consulting and services provided by any third party during the term of the agreement.
All the benefits and interests generated from the agreement, including but not limited to intellectual property rights, know-how
and trade secrets, will be CCM Network’s sole and exclusive property. This agreement has a term of 10 years and may be extended
unilaterally by CCM Network with CCM Network’s written confirmation prior to the expiration date. E-commerce Tianjin cannot
terminate the agreement early unless CCM Network commits fraud, gross negligence or illegal acts, or becomes bankrupt or winds
up.
Agreements that Provide us with Effective Control over our
VIE
Exclusive Purchase Option Agreement.
Pursuant to the Exclusive
Purchase Option Agreement, Mr. Zeyao Xue and Mr. Kai Xu granted to CCM Network and any party designated by CCM Network the exclusive
right to purchase, at any time during the term of this agreement, all or part of the equity interests in E-commerce Tianjin, or
the “Equity Interests,” at a purchase price equal to the registered capital paid by Mr. Zeyao Xue and Mr. Kai Xu for
the Equity Interests, or, in the event that applicable law requires an appraisal of the Equity Interests, the lowest price permitted
under applicable law. Pursuant to powers of attorney executed by Mr. Zeyao Xue and Mr. Kai Xu, they irrevocably authorized any
person appointed by CCM Network to exercise all shareholder rights, including but not limited to voting on their behalf on all
matters requiring approval of E-commerce Tianjin’s shareholder, disposing of all or part of the shareholder’s equity
interest in E-commerce Tianjin, and electing, appointing or removing directors and executive officers. The person designated by
CCM Network is entitled to dispose of dividends and profits on the equity interest without reliance on any oral or written instructions
of Mr. Zeyao Xue and Mr. Kai Xu. The powers of attorney will remain in force for so long as Mr. Zeyao Xue and Mr. Kai Xu remain
the shareholders of E-commerce Tianjin. Mr. Zeyao Xue and Mr. Kai Xu have waived all the rights which have been authorized to
CCM Network’s designated person under the powers of attorney.
Equity Pledge Agreement.
Pursuant to the Equity
Pledge Agreements, Mr. Zeyao Xue and Mr. Kai Xu pledged all of the Equity Interests to CCM Network to secure the full and complete
performance of the obligations and liabilities on the part of E-commerce Tianjin and them under this and the above contractual
arrangements. If E-commerce Tianjin, Mr. Zeyao Xue, or Mr. Kai Xu breaches their contractual obligations under these agreements,
then CCM Network, as pledgee, will have the right to dispose of the pledged equity interests. Mr. Zeyao Xue and Mr. Kai Xu agree
that, during the term of the Equity Pledge Agreements, they will not dispose of the pledged equity interests or create or allow
any encumbrance on the pledged equity interests, and they also agree that CCM Network’s rights relating to the equity pledge
should not be interfered with or impaired by the legal actions of the shareholders of E-commerce Tianjin, their successors or
designees. During the term of the equity pledge, CCM Network has the right to receive all of the dividends and profits distributed
on the pledged equity. The Equity Pledge Agreements will terminate on the second anniversary of the date when E-commerce Tianjin,
Mr. Zeyao Xue and Mr. Kai Xu have completed all their obligations under the contractual agreements described above.
Agreements that Provide us with the Option to Purchase the
Equity Interests in and Assets of our VIE
See Exclusive Purchase Option Agreement
above
Spousal Consent
Letters. The spouse of Mr. Kai Xu (Mr. Zeyao Xue is not married), the shareholder of E-commerce Tianjin has signed a spousal
consent letter agreeing that the equity interests in E-commerce Tianjin held by and registered under the name of such shareholder
will be disposed pursuant to the contractual agreements with CCM Network. The spouse of such shareholder agreed not to assert
any rights over the equity interest in E-commerce Tianjin held by such shareholder.
Impact of COVID-19 on our Business
In December 2019,
a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout
China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the
outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern,” and on March
11, 2020, the World Health Organization characterized the outbreak as a “pandemic”. Beijing City, where our headquarters
are located, is among the most affected areas in China. In early 2020, Chinese government took emergency measures to combat
the spread of the virus, including quarantines, travel restrictions, and the temporary closure of office buildings and facilities
in China.
Substantially all
of our revenues are generated in China. In response to the evolving dynamics related to the COVID-19 outbreak, the Company
is following the guidelines of local authorities as it prioritizes the health and safety of its employees, contractors, suppliers
and business partners. Our offices in China were closed and all of the Company’s employees worked from home from Chinese
New Year at the end of January until late March 2020. The quarantines, travel restrictions, and the temporary closure of office
buildings have negatively impacted our business. Our suppliers have negatively been affected, and could continue to be negatively
affected in their ability to supply and ship products to our customers in case of any resurgence of COVID-19. Our customers that
are negatively impacted by the outbreak of COVID-19 may reduce their budgets to purchase products and services from us, which
may materially adversely impact our revenue. The business operations of the third parties’ stores on our e-commerce platform
have been and could continue to be negatively impacted by the outbreak, which may negatively impact their operations and business,
which may in turn adversely affect the business of our platform as a whole as well as our financial condition and operating results.
The outbreak has had and might continue to have disruption to our supply chain, logistics providers, customers or our marketing
activities in case of any resurgence of COVID-19, which could materially adversely impact our business and results of operations,
including causing our suppliers to cease manufacturing products for a period of time or materially delay delivery to us and
our customers, which may also lead to loss of customers, as well as reputational, competitive and business harm to us. Some of
our customers, contractors, suppliers and other business partners are small and medium-sized enterprises (SMEs), which may not
have strong cash flows or be well capitalized, and may be vulnerable to an epidemic outbreak and slowing macroeconomic conditions.
If the SMEs that we work with cannot weather the COVID-19 and the resulting economic impact, or cannot resume business as usual
after a prolonged outbreak, our revenues and business operations may be materially and adversely impacted.
The
global economy has also been materially negatively affected by the COVID-19 and there is continued severe uncertainty about the
duration and intensity of its impacts. The Chinese and global growth forecast is extremely uncertain, which would seriously affect
customer spending on our shopping mall.
While
the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic
could result in significant disruption of global financial markets, reducing our ability to access capital, which could negatively
affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect
our business and the value of our common stock.
Further,
as we do not have access to a revolving credit facility, there can be no assurance that we would be able to secure commercial
debt financing in the future in the event that we require additional capital. We currently believe that our financial resources
will be adequate to see us through the outbreak. However, in the event that we do need to raise capital in the future, outbreak-related
instability in the securities markets could adversely affect our ability to raise additional capital.
Consequently, our
results of operations have been materially and adversely affected during the outbreak of COVID-19 in China. Any potential further
impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the
duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19
or treat its impact, almost all of which are beyond our control.
Corporate Information
Our principal executive
office is located at Room 2302, South Tower T1, Kaisa Plaza, No. 86 Jianguo Avenue, Chaoyang District, Beijing, China 100025,
tel. (86-10) 8353-0888. Our registered agent in the United States is Unisearch, Inc., 155 Office Plaza Drive, Tallahassee, FL
32301, (800) 722-0708. Our website address is https://www.ftftex.com/. Information contained on our website is not incorporated
by reference into this prospectus and you should not consider information on our website to be part of this prospectus.
The
Offering
Issuer
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Future FinTech Group, Inc.
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Securities We May Offer
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We may offer up to $80,000,000 in aggregate amount of our common
stock and preferred stock, warrants or rights, either individually or in units.
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Use of Proceeds
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We will use the net proceeds from the sale of our securities
for general working capital purposes.
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Risk Factors
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See “Risk Factors” on page 6 and other information
we include or incorporate by reference in this prospectus for a discussion of factors you should carefully consider before
deciding to invest in our common stock.
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NASDAQ Capital Market Symbol
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FTFT
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RISK FACTORS
An
investment in our securities involves a high degree of risk. Before making any investment decision, you should carefully consider
the risk factors set forth below, under the caption “Risk Factors” in any applicable prospectus supplement and under
the caption “Risk Factors” in our most recent annual report on Form 10-K and our subsequent quarterly reports on Form
10-Q, which are incorporated by reference in this prospectus, as well as in any applicable prospectus supplement, as updated by
our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
These
risks could materially affect our business, results of operation or financial condition and affect the value of our securities.
Additional risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial
condition and could result in a complete loss of your investment. You could lose all or part of your investment. For more information,
see “Where You Can Find More Information.”
Risks Related
to Our Securities and the Offering
Future
sales or other dilution of our equity could depress the market price of our Common Stock.
Sales
of our Common Stock, preferred stock, warrants, units or any combination of the foregoing in the public market, or the perception
that such sales could occur, could negatively impact the price of our Common Stock. If one or more of our shareholders were to
sell large portions of their holdings in a relatively short time, for liquidity or other reasons, the prevailing market price
of our Common Stock could be negatively affected.
In
addition, the issuance of additional shares of our Common Stock, securities convertible into or exercisable for our Common Stock,
other equity-linked securities, including preferred stock or warrants or any combination of the securities pursuant to this prospectus
will dilute the ownership interest of our common shareholders and could depress the market price of our Common Stock and impair
our ability to raise capital through the sale of additional equity securities.
We
may need to seek additional capital. If this additional financing is obtained through the issuance of equity securities or warrants
to acquire equity securities, our existing shareholders could experience significant dilution upon the issuance, conversion or
exercise of such securities.
Our
management will have broad discretion over the use of the proceeds we receive from the sale of our securities pursuant to this
prospectus and might not apply the proceeds in ways that increase the value of your investment.
Our
management will have broad discretion to use the net proceeds from any offerings under this prospectus, and you will be relying
on the judgment of our management regarding the application of these proceeds. Except as described in any prospectus supplement
or in any related free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our
sale of the securities described in this prospectus will be added to our general funds and will be used for general corporate
purposes. Our management might not apply the net proceeds from offerings of our securities in ways that increase the value of
your investment and might not be able to yield a significant return, if any, on any investment of such net proceeds. You may not
have the opportunity to influence our decisions on how to use such proceeds.
We may be deemed
as an investment company, which could result in us being required to register as an investment company under the Investment Company
Act of 1940 (the “1940 Act”) and becoming subject to the registration and other requirements of the 1940 Act.
We currently own minority
ownership of Nova Realm City (“NRC”) and InUnion Chain Ltd. (“InUnion”).
Under the Investment
Company Act of 1940: (a) Definitions
(1) When
used in this subchapter, “investment company” means any issuer which—
(A) is or holds itself
out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities;
(B) is engaged or
proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business
and has any such certificate outstanding; or
(C) is engaged or
proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes
to acquire investment securities having a value exceeding 40 per centum of the value of such issuer’s total assets (exclusive
of government securities and cash items) on an unconsolidated basis.
(b) Exemption from
provisions
Notwithstanding paragraph
(1)(C) of subsection (a), none of the following persons is an investment company within the meaning of this subchapter:
(1) Any issuer primarily
engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing,
reinvesting, owning, holding, or trading in securities.
We primarily engage
in e-commerce businesses with our CCM shopping mall that we believe fall into the exemption quoted under (b)(1) above, and do
not consider ourselves to be an investment company. If we were to be deemed an “Investment Company” which could result
in us being required to register as an investment company under the 1940 Act and becoming subject to the registration and other
requirements of the 1940 Act.
The 1940 Act and the
rules thereunder contain detailed parameters for the organization and operations of investment companies. Among other things,
the 1940 Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt
and equity securities, prohibit the issuance of stock options and impose certain governance requirements. We intend to conduct
our operations so that we will not be deemed to be an investment company under the 1940 Act, which could prevent us engaging in
the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment
securities having a value exceeding 40 per centum of the value of our total assets. Also, if anything were to happen which would
require the Company to register as an investment company under the 1940 Act, requirements imposed by the 1940 Act, including limitations
on our capital structure, ability to transact business with affiliates and ability to compensate key employees, could have negatively
impact on our business and adversely affect our business, financial condition and results of operations.
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained or incorporated by reference in this prospectus may be “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E
of the Exchange Act and may involve material risks, assumptions and uncertainties. Forward-looking statements typically are identified
by the use of terms such as “may,” “will,” “should,” “believe,” “might,”
“expect,” “anticipate,” “intend,” “plan,” “estimate” and similar words,
although some forward-looking statements are expressed differently.
Although
we believe that the expectations reflected in such forward-looking statements are reasonable, these statements are not guarantees
of future performance and involve certain risks and uncertainties that are difficult to predict and which may cause actual outcomes
and results to differ materially from what is expressed or forecasted in such forward-looking statements. These forward-looking
statements speak only as of the date on which they are made and except as required by law, we undertake no obligation to publicly
release the results of any revision or update of these forward-looking statements, whether as a result of new information, future
events or otherwise. If we do update or correct one or more forward-looking statements, you should not conclude that we will make
additional updates or corrections with respect thereto or with respect to other forward-looking statements. A detailed discussion
of risks and uncertainties that could cause actual results and events to differ materially from our forward-looking statements
is included in our periodic reports filed with the SEC and in the “Risk Factors” section of this prospectus.
USE
OF PROCEEDS
Except
as may be stated in the applicable prospectus supplement, we intend to use the net proceeds we receive from the sale of the securities
offered by this prospectus for general corporate purposes, which may include, among other things, repayment of debt, repurchases
of common stock, capital expenditures, the financing of possible acquisitions or business expansions, increasing our working capital
and the financing of ongoing operating expenses and overhead.
DESCRIPTION
OF CAPITAL STOCK
The
following is a summary of our capital stock and certain provisions of our certificate of incorporation and bylaws. This summary
does not purport to be complete and is qualified in its entirety by the provisions of our Second Amended and Restated Articles
of Incorporation, as amended (“Articles of Incorporation”), our Amended and Restated Bylaws (“Bylaws”),
and applicable provisions of the Florida Business Corporation Act (the “FBCA”).
See
“Where You Can Find More Information” elsewhere in this prospectus for information on where you can obtain copies
of our Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, which have been filed with and are
publicly available from the SEC.
Our
authorized capital stock consists of 60,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred
stock, par value $0.001 per share. Currently, we have no other authorized classes of stock.
DESCRIPTION
OF COMMON STOCK
As
of December 4, 2020, there were 42,286,579 shares of our Common Stock outstanding, held by approximately 85 stockholders of record.
Our
Common Stock is currently traded on the NASDAQ Capital Market under the symbol “FTFT.”
Holders
of shares of our Common Stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Except
if a greater plurality is required by the express requirements of law or our amended and restated articles of incorporation, the
affirmative vote of a majority of the shares of voting stock represented at a meeting of shareholders at which there shall be
a quorum present shall be required to authorize all matters to be voted upon by our shareholders. According to our charter
documents, holders of our Common Stock do not have preemptive rights and are not entitled to cumulative voting rights. There
are no conversion or redemption rights or sinking funds provided for our shareholders. Shares of our Common Stock share
ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally
available for distribution as dividends. In the event of our liquidation, dissolution or winding up, the holders of
our Common Stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. All
of the outstanding shares of our Common Stock are fully paid and non-assessable. All issued and outstanding shares of Common Stock
are fully paid and nonassessable. Shares of our Common Stock that may be offered for resale, from time to time, under this prospectus
will be fully paid and nonassessable.
Effect of Florida Affiliated Transactions and Anti-Takeover
Statutes
As
a Florida corporation, the Company is subject to certain anti-takeover provisions that apply to public corporations under the
FBCA. Pursuant to Section 607.0901 of the FBCA, a publicly held Florida corporation may not engage in a broad range of business
combinations or other extraordinary corporate transactions with an interested shareholder for a period of three (3) years following
the time that such shareholder became an interested shareholder, unless:
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such business combination or other extraordinary corporate transaction
(including a transaction which resulted in the shareholder becoming an interested shareholder) is approved by a majority of
disinterested directors before the subject shareholder becomes an interested shareholder;
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upon consummation of such a business combination or extraordinary
corporate transaction that resulted in the subject shareholder becoming an interested shareholder, such shareholder owned
at least 85% of the outstanding voting shares of the corporation at the time such transaction commenced, exclusive of shares
owned by directors, officers and certain employee stock plans; or
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at or subsequent to the time the subject shareholder became
an interested shareholder, such business combination or other extraordinary corporate transaction is approved by the Board
of Directors and authorized by an affirmative vote of the holders of two-thirds of the voting shares of the corporation
(excluding shares held by the interested shareholder) at an annual or special meeting of shareholders, and not by written
consent.
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The above requirements do not apply to
such business combinations or other extraordinary corporate transactions with an interested shareholder if:
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the corporation has not had more than 300 shareholders of record
at any time during the three years preceding the announcement date of any such business combination;
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the interested shareholder has owned at least 80% of the corporation’s
outstanding voting shares for at least three (3) years preceding the announcement date of any such business combination;
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the interested shareholder is the beneficial owner of at least
90% of the outstanding voting shares of the corporation, exclusive of shares acquired directly from the corporation in a transaction
not approved by a majority of the disinterested directors; or
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the consideration paid to the holders of the corporation’s
voting stock is at least equal to certain fair price criteria.
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An interested shareholder
is generally defined as a person who, together with affiliates and associates, beneficially owns more than 15% of a corporation’s
outstanding voting shares. The Company has not made an election in the Articles of Incorporation to opt out of Section 607.0901.
In addition, the Company
is subject to Section 607.0902 of the FBCA, which prohibits the voting of shares in a publicly held Florida corporation that are
acquired in a control share acquisition unless (i) the Board of Directors approved such acquisition prior to its consummation
or (ii) after such acquisition, in lieu of prior approval by the Board of Directors, the holders of a majority of the corporation’s
voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the
granting of voting rights as to the shares acquired in the control share acquisition. A control share acquisition is defined as
an acquisition that immediately thereafter entitles the acquiring party to 20% or more of the total voting power in an election
of directors.
Although the FBCA
permits a corporation to opt out of these requirements, the Company has not elected to opt out, which may have the effect of making
it more difficult for any person or group to acquire the Company or substantial amounts of the Company’s common stock, or
engage in any “affiliated transaction,” including the acquisition of a substantial amount of the Company’s assets.
DESCRIPTION
OF PREFERRED STOCK
As of the date of
this prospectus, no shares of preferred stock had been issued or were outstanding. Our board of directors has the authority, without
further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix
the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend
rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares
constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock.
The issuance of preferred stock by us could adversely affect the voting power of holders of common stock and the likelihood that
such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could
have the effect of delaying, deferring or preventing a change of control of our company or other corporate action.
We
will file as an exhibit to the Registration Statement of which this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of any certificate of designation or amendment to our Certificate of Incorporation
that describes the terms of any series of preferred stock we are offering before the issuance of that series of preferred stock.
This description will include, but not be limited to, the following: (i) the title and stated value; (ii) the number of shares
we are offering; (iii) the liquidation preference per share; (iv) the purchase price; (v) the dividend rate, period and payment
date and method of calculation for dividends; (vi) whether dividends will be cumulative or non-cumulative and, if cumulative,
the date from which dividends will accumulate; (vii) the provisions for a sinking fund, if any; (viii) the provisions for redemption
or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; (ix) whether
the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated,
and the conversion period; (x) whether the preferred stock will be exchangeable into debt securities, and, if applicable, the
exchange price, or how it will be calculated, and the exchange period; (xi) voting rights, if any, of the preferred stock; (x)
preemptive rights, if any; (xi) restrictions on transfer, sale or other assignment, if any; (xii) a discussion of any material
United States federal income tax considerations applicable to the preferred stock; (xiii) the relative ranking and preferences
of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; (xiv) any limitations
on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock
as to dividend rights and rights if we liquidate, dissolve or wind up our affairs and (xv) any other specific terms, preferences,
rights or limitations of, or restrictions on, the preferred stock.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of Common Stock and/or preferred stock in one or more series. We may issue warrants independently
or together with Common Stock and/or preferred stock and the warrants may be attached to or separate from these securities. While
the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any
series of warrants in more detail in the applicable prospectus supplement. The terms of any warrants offered under a prospectus
supplement may differ from the terms described below.
We
will file as exhibits to the Registration Statement of which this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that describes the
terms of the particular series of warrants we are offering. The following summaries of material provisions of the warrants and
the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement
and warrant certificate applicable to the particular series of warrants that we may offer under this prospectus. We urge you to
read the applicable prospectus supplements related to the particular series of warrants that we may offer under this prospectus,
as well as any related free writing prospectuses, and the complete warrant agreements and warrant certificates that contain the
terms of the warrants.
General
We
will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:
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the offering price and aggregate number
of warrants offered;
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the currency for which the warrants may
be purchased;
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if applicable, the designation and terms
of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal
amount of such security;
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if applicable, the date on and after which
the warrants and the related securities will be separately transferable;
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in the case of warrants to purchase Common
Stock or preferred stock, the number of shares of Common Stock or preferred stock, as the case may be, purchasable upon the
exercise of one warrant and the price at which these shares may be purchased upon such exercise;
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the effect of any merger, consolidation,
sale or other disposition of our business on the warrant agreements and the warrants;
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the terms of any rights to redeem or call
the warrants;
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any provisions for changes to or adjustments
in the exercise price or number of securities issuable upon exercise of the warrants;
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the dates on which the right to exercise
the warrants will commence and expire;
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the manner in which the warrant agreements
and warrants may be modified;
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a discussion of any material or special
United States federal income tax consequences of holding or exercising the warrants;
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the terms of the securities issuable upon
exercise of the warrants; and
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any other specific terms, preferences,
rights or limitations of or restrictions on the warrants.
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Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such
exercise, including in the case of warrants to purchase Common Stock or preferred stock, the right to receive dividends, if any,
or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise
price that we describe in the applicable prospectus supplement. Holders of the warrants may exercise the warrants at any time
up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of
business on the expiration date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together
with specified information, and paying the required amount to the Company in immediately available funds, as provided in the applicable
prospectus supplement. We will set forth in the warrant certificate and in the applicable prospectus supplement the information
that the holder of the warrant will be required to deliver to the Company for warrant exercise.
If
fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate
for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender
securities as all or part of the exercise price for warrants.
DESCRIPTION
OF UNITS
As
specified in the applicable prospectus supplement, we may issue, in one more series, units consisting of Common Stock, preferred
stock and/or warrants for the purchase of Common Stock and/or preferred stock in any combination. The applicable prospectus supplement
will describe:
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the securities comprising the units, including
whether and under what circumstances the securities comprising the units may be separately traded;
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the terms and conditions applicable to
the units, including a description of the terms of any applicable unit agreement governing the units; and
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a description of the provisions for the
payment, settlement, transfer or exchange of the units.
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PLAN OF
DISTRIBUTION
The
securities covered by this prospectus may be offered and sold from time to time pursuant to one or more of the following methods:
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to or through underwriters;
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to or through broker-dealers (acting as agent or principal);
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in “at the market offerings” within the meaning of Rule 415(a)(4) of the
Securities Act, to or through a market maker or into an existing trading market, on an exchange, or otherwise;
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directly to purchasers, through a specific bidding or auction process or otherwise; or
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through a combination of any such methods of sale.
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Agents,
underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the
form of discounts, concessions or commissions to be received from us, from the purchasers of the securities or from both us and
the purchasers. Any underwriters, dealers, agents or other investors participating in the distribution of the securities may be
deemed to be “underwriters,” as that term is defined in the Securities Act, and compensation and profits received
by them on sale of the securities may be deemed to be underwriting commissions, as that term is defined in the rules promulgated
under the Securities Act.
Each
time securities are offered by this prospectus, the prospectus supplement, if required, will set forth:
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the name of any underwriter, dealer or agent involved in the offer and sale of the securities;
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the terms of the offering;
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any discounts concessions or commissions and other items constituting
compensation received by the underwriters, broker-dealers or agents;
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any over-allotment option under which any underwriters may purchase additional securities
from us; and
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any initial public offering price.
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The
securities may be sold at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices
relating to the prevailing market prices or at negotiated prices. The distribution of securities may be effected from time to
time in one or more transactions, by means of one or more of the following transactions, which may include cross or block trades:
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transactions on the NASDAQ Capital Market or any other organized market where the securities
may be traded;
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in the over-the-counter market;
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in negotiated transactions;
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under delayed delivery contracts or other contractual commitments; or
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a combination of such methods of sale.
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If
underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions. Our securities may be offered to the public either through underwriting syndicates represented
by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters
are used in the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time
an agreement for the sale is reached. This prospectus and the prospectus supplement will be used by the underwriters to resell
the shares of our securities.
If
5% or more of the net proceeds of any offering of our securities made under this prospectus will be received by a FINRA member
participating in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance
with FINRA Rule 5121.
To
comply with the securities laws of certain states, if applicable, the securities offered by this prospectus will be offered and
sold in those states only through registered or licensed brokers or dealers.
Agents,
underwriters and dealers may be entitled under agreements entered into with us to indemnification by us against specified liabilities,
including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in
respect of such liabilities. The prospectus supplement will describe the terms and conditions of such indemnification or contribution.
Some of the agents, underwriters or dealers, or their respective affiliates may be customers of, engage in transactions with or
perform services for us in the ordinary course of business. We will describe in the prospectus supplement naming the underwriter
the nature of any such relationship.
Certain
persons participating in the offering may engage in over-allotment, stabilizing transactions, short-covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act. We make no representation or prediction as to the direction
or magnitude of any effect that such transactions may have on the price of the securities. For a description of these activities,
see the information under the heading “Underwriting” in the applicable prospectus supplement.
LEGAL
MATTERS
The
validity of the securities offered in this prospectus will be passed upon for us by FisherBroyles, LLP.
EXPERTS
Our
consolidated financial statements appearing in our Annual Report on Form 10-K for the years ended December 31, 2019 and 2018 have
been audited by B F Borgers CPA PC and Wang Certified Public Accountant, P.C., respectively, as set forth in their reports, and
are included in reliance on such report given on the authority of said firms as experts in auditing and accounting.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them into this prospectus. This means that
we can disclose important information about us and our financial condition to you by referring you to another document filed separately
with the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered
to be part of this prospectus and later information that we file with the SEC will automatically update and supersede this information.
This prospectus incorporates by reference any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act, between the date of the initial registration statement and prior to effectiveness of the registration statement
and the documents listed below that we have previously filed with the SEC:
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our Annual Report on Form
10-K for the year ended December 31, 2019 filed on June 2, 2020, as amended by that Form
10-K/A filed with the SEC on November 4, 2020;
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our Current Reports on Forms 8-K filed
on December 4, 2020,
December 2, 2020,
November 18, 2020,
November 5, 2020,
October 30, 2020,
September 28, 2020,
September 21, 2020,
August 7, 2020;
July 29, 2020; July
17, 2020; July
16, 2020; June
18, 2020; and June
15, 2020;
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our Quarterly Reports on Form 10-Q filed
on July 6, 2020,
August 14, 2020
and November 16, 2020;
and
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the description of our common stock in
our Form 8-A, filed
April 19, 2010 pursuant to Section 12(b) of the Exchange Act, which incorporates by reference the description of the shares
of our common stock contained in our Registration Statement on Form
S-1 (File No. 333-159959) filed on June 12, 2009 and declared effective by the SEC on July 23, 2009, and any amendment
or report filed with the SEC for purposes of updating such description.
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We
also incorporate by reference all documents that we file with the SEC on or after the effective time of this prospectus pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all the securities registered hereunder
or the termination of the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished
but not filed with the SEC.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus
shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or
in the applicable prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated
by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
Any
person, including any beneficial owner, to whom this prospectus is delivered may request copies of this prospectus and any of
the documents incorporated by reference in this prospectus, without charge, by written or oral request directed to Future FinTech
Group Inc., Attention: Investor Relations Department, Room 2302, South Tower T1, Kaisa Plaza, No. 86 Jianguo Avenue, Chaoyang
District, Beijing, China 100025, tel. (86-10) 8353-0888, or from the SEC through the SEC’s website at the web address provided
below.
Statements
contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance
you are referred to the copy of the contract or other document filed as an exhibit to the registration statement or incorporated
herein, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered
and sold hereunder. The registration statement, including exhibits thereto, contains additional relevant information about us
and these securities that, as permitted by the rules and regulations of the SEC, we have not included in this prospectus. A copy
of the Registration Statement can be obtained at the address set forth below or at the SEC’s website as noted below. You
should read the registration statement, including any applicable prospectus supplement, for further information about us and these
securities.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available
to the public over the Internet at the SEC’s website at http:/www.sec.gov. You may also read and copy any document we file
at the SEC’s public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the public reference room. Because our Common Stock is listed on the NASDAQ Capital Market,
you may also inspect reports, proxy statements and other information at the offices of the NASDAQ Capital Market.
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