Current Report Filing (8-k)
June 22 2018 - 1:32PM
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):
June
22, 2018
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. ☐
Item
1.01
Entry into a Material Definitive Agreement.
On
June 22, 2018, Digipay Fintech Limited (“Digipay”), a limited liability company incorporated in a British Virgin Islands
and a wholly-owned subsidiary of Future FinTech Group Inc. (the “Company”), Lake Chenliu, an individual resident of
Costa Rica, and InUnion Chain Ltd. (“InUnion”), a British Virgin Islands company wholly owned by Mr. Chenliu, entered
into an InUnion Chain Ltd. Shares Transfer and IUN Digital Assets Investment Agreement (the “Agreement”).
Under
the terms of the Agreement, Mr. Chenliu shall transfer to Digipay a 10% ownership interest in InUnion (the “InUnion Shares”)
for an aggregate purchase price of $15,000,000 (the “Purchase Price”). The Company will pay the Purchase Price by
issuing to Mr. Chenliu shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
equaling a per share sale price of $3.00 (the “Share Payment”). The shares of Common Stock subject to the Share Payment
shall be issued upon the consent of the Company’s board of directors and approval by the The Nasdaq Global Market, and shall
be sold and issued pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of
1933, as amended.
Upon
acquiring the InUnion Shares, Digipay will have access to, and use of, certain software, technology and related intellectual property
of InUnion without further payment. Digipay will also have the right to designate a director nominee to the board of directors
of InUnion.
In
addition to the InUnion Shares, Digipay shall also purchase 20,000,000 of the INU tokens issued by InUnion (the “INU Tokens”)
for an aggregate purchase price of $1,000,000, which such amount shall be paid in immediately available funds within 180 days
of the date of the Agreement. Digipay may be issued additional INU Tokens and shares of InUnion’s capital stock in the event
that, after being listed on a global digital assets exchange, the INU Tokens fail to maintain certain minimum trading price requirements.
The
Agreement also contains customary representations and warranties, and covenants regarding the parties’ cooperation.
The
description contained herein of the terms of the Agreement does not purport to be complete and is qualified in its entirety by
the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
3.02
Unregistered Sales of Equity Securities.
Please
refer to the disclosure set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated by reference into this
Item 3.02.
Item
9.01 Financial Statements Exhibits.
(d) Exhibits
The
following exhibit is furnished herewith and this list is intended to constitute the exhibit index:
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:
June 22, 2018
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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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