Current Report Filing (8-k)
August 07 2020 - 4:58PM
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): August 4, 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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Room 2103, 21st Floor, SK Tower 6A
Jianguomenwai Avenue, Chaoyang District
Beijing, China 100022
(Address of principal executive offices,
including zip code)
(86-10) 8589-9303
(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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 August 4, 2020, the Company entered
into a Debt Repayment Agreement (the “Agreement”) with certain creditors identified on the signature pages thereto
(the “Creditors”), pursuant to which the Company agreed to repay $4,961,000 debt owed to the Creditors in the
form of shares of Common Stock of the Company for an aggregate of 2,740,883 shares at a price of $1.81 per share (the “Debt
Repayment”). The Debt Repayment will be completed pursuant to the exemption from registration provided by Regulation
S promulgated under the Securities Act of 1933, as amended.
The representations, warranties and covenants
contained in the Agreement were made solely for the benefit of the parties to the Agreement. In addition, such representations,
warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Agreement and not as statements
of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders
of, or other investors in, the Company. Accordingly, the Agreement is filed with this report only to provide investors with information
regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Shareholders
should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual
state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties
may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The Agreement is filed as Exhibits 10.1
to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement is subject to, and qualified in its entirety
by, the Debt Repayment Agreement, which is incorporated herein by reference.
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) Exhibits
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: August 7, 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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