Current Report Filing (8-k)
October 28 2019 - 4:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October
23, 2019
Future
FinTech Group Inc.
(Exact
name of registrant as specified in its charter)
Florida
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000-34502
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98-0222013
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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23F,
China Development Bank Tower,
No.
2, Gaoxin 1st Road, Xi'an, China 710075
(Address
of principal executive offices, including zip code)
(86-29)
8187-8277
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange
on which registered
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Common
Stock, par value $0.001 per share
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FTFT
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Nasdaq
Stock Market
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Item
1.01 Entry into a Material Definitive Agreement
On
October 23, 2019, Future FinTech Group Inc. (the “Company”), entered into a Forbearance Agreement (the “Agreement”)
with Iliad Research and Trading, L.P., a Utah limited partnership (the “Lender”).
Pursuant
to the Agreement, Lender agreed to withdraw a Redemption Notice delivered by the Lender to the Company on September 30, 2019 which
was issued pursuant to a Secured Convertible Promissory Note issued by the Company to the Lender dated March 26, 2019 (the “Note”).
Lender agreed not to make any redemptions pursuant to the Note before October 25, 2019. The parties agreed, in the event Lender
delivers a Redemption Notice to the Company and the redemption amount set forth therein is not paid in cash to Lender within three
(3) trading days, then the applicable redemption amount shall be increased by 25% (the “First Adjustment,” and such
increase to the redemption amount, the “First Adjusted Redemption Amount”). In the event the First Adjusted Redemption
Amount is not paid within three (3) trading days after the date of First Adjustment, then the First Adjusted Redemption Amount
shall be increased in accordance with the following formula: $0.75 divided by the lowest closing trade price of the Common Stock
of the Company during the twenty (20) trading days prior to the date of the Second Adjustment and the resulting quotient multiplied
by the First Adjusted Redemption Amount (the “Second Adjustment,” and such increase to the First Adjusted Redemption
Amount, the “Second Adjusted Redemption Amount”), provided, however, that such formula shall only be applied if the
resulting quotient is greater than one (1) and such formula shall in no event be used to reduce the First Adjusted Redemption
Amount. Upon payment in cash of the First Adjusted Redemption Amount or Second Adjusted Redemption Amount, the outstanding balance
of the Note will be reduced by the original amount set forth in the Redemption Notice. The Company also agreed that during each
calendar month, beginning in the month of October 2019, it will reduce the outstanding balance of the Note by at least $100,000
and if the outstanding balance is reduced by more than $100,000 in a given month, then the portion of the balance reduction amount
that exceeds $100,000 may be counted toward the minimum balance reduction requirement in the next month or months.
The
foregoing description of the Forbearance Agreement is not complete and is qualified in its entirety by reference to the full text
of the Forbearance Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits
(d)
The following exhibits are filed with this report.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Future
FinTech Group Inc.
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Date:
October 28, 2019
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By:
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/s/
Yongke Xue
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Name:
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Yongke
Xue
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Title:
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Chief
Executive Officer
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2
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