Current Report Filing (8-k)
March 13 2020 - 4:36PM
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): March 11, 2020
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
March 11, 2020, Future FinTech Group Inc., a Florida corporation (the “Company”), entered into an Exchange Agreement
(the “Exchange Agreement”) with Iliad Research and Trading, L.P., a Utah limited partnership (the “Lender”).
Pursuant
to the Exchange Agreement, the Company and Lender agreed to partition a new Secured Convertible Promissory Note in the original
principal amount of $150,000 (the “Partitioned Note”) from a Secured Convertible Promissory Note (the “Note”)
issued by the Company on March 26, 2019. The outstanding balance of the Note shall be reduced by an amount equal to the outstanding
balance of the Partitioned Note. The Company and Lender further agreed to exchange the Partitioned Note for the delivery of 200,000
shares of the Company’s Common Stock, par value $0.001, according to the terms and conditions of the Exchange Agreement.
The
foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text
of the Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities
Please
see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.
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:
March 13, 2020
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By:
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/s/
Shanchun Huang
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Name:
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Shanchun
Huang
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Title:
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Chief
Executive Officer
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2
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