Current Report Filing (8-k)
December 26 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):
December
19, 2019
Future
FinTech Group Inc.
(Exact
name of registrant as specified in its charter)
Florida
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001-34502
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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
December 19, 2019, Future FinTech Group, Inc., a Florida corporation (the “Company”), entered into a Note Purchase
Agreement (the “Purchase Agreement”) with Iliad Research and Trading, L.P., a Utah limited partnership (the “Purchaser”),
pursuant to which the Company sold and issued to the Purchaser a Secured Promissory Note (the “Note”) in the principal
amount of $1,060,000. The Purchaser purchased the Note with an original issue discount of $50,000, and the Company agreed to pay
to the Purchaser $10,000 for fees and costs incurred by Purchaser in connection with the consummation of the Purchase Agreement.
The Note was sold to the Purchaser pursuant to an exemption from registration under Regulation D, promulgated under the Securities
Act of 1933, as amended. The purchase price for the Note will be paid by the Purchaser through an initial cash payment of $500,000
and the issuance of an investor note by the Purchaser to the Company with a one-year term and an interest rate of 8% (the “Investor
Note”). The Purchaser may, with Company’s consent, pay, without penalty, all or any portion of the outstanding balance
along with any accrued but unpaid interest on the Investor Note at any time prior to the maturity date of the Investor Note.
The
Note bears interest at the rate of 8% per annum. All outstanding principal and accrued interest on the Note will become due and
payable twelve (12) months after the purchase price of the Note is delivered by Purchaser to the Company (the “Purchase
Price Date”). The Company’s obligations under the Note may be prepaid at any time, provided that in such circumstance
the Company would pay a 25% premium on any amounts outstanding under the Note. During the term of the Note, the Company shall
not, without the prior written consent of the Purchaser, enter into or effect certain fundamental business transactions. The Purchaser
has the right to redeem the Note at any time after the six month anniversary of the Purchase Price Date. The Company’s obligations
under the Note are secured by a pledge of 2,500,000 shares of the Company’s common stock by Mengyao Chen, an unrelated third
party, in favor of the Purchaser.
The
representations, warranties and covenants contained in the Purchase Agreement, Investor Note and Note were made solely for the
benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended
as a way of allocating the risk between the parties to the Purchase Agreement, Investor Note and Note and not as statements of
fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders
of, or other investors in, the Company. Accordingly, the Purchase Agreement, Investor Note and Note are filed with this report
only to provide investors with information regarding the terms of transactions, and not to provide investors with any other factual
information regarding the Company. Shareholders should not rely on the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the Purchase Agreement, Investor Note and Note, which
subsequent information may or may not be fully reflected in public disclosures.
The
Purchase Agreement, form of Investor Note and Note are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report
on Form 8-K. The foregoing summaries of the terms of the Purchaser Agreement, Investor Note and Note are subject to, and qualified
in their entirety by, the Purchase Agreement, Investor Note and Note, which are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No.
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Exhibit
Title or Description
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10.1
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Note
Purchase Agreement by and between Future FinTech Group, Inc. and Iliad Research and Trading, L.P., dated December 19,
2019.
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10.2
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Investor Note, issued by Iliad Research and Trading, L.P. to Future FinTech Group, Inc. dated December 19, 2019.
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10.3
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Secured Promissory Note, issued by Future FinTech Group, Inc. to Iliad Research and Trading, L.P., dated December 19, 2019.
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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:
December 26, 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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