Current Report Filing (8-k)
November 05 2020 - 4:00PM
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): November 2, 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
2302, South Tower T1, Kaisa Plaza
No.
86 Jianguo Avenue, Chaoyang District
Beijing,
China 100025
(Address
of principal executive offices, including zip code)
(86-10)
8353-0888
(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
November 2, 2020, Future FinTech Group Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”)
with certain investors identified on the signature pages thereto (the “Purchasers”), pursuant to which the Company
agreed to sell to the Purchasers in a private placement 167,034 shares (the “Shares”) of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $1.87 per share for an aggregate offering
price of $312,352 (the “Private Placement”). The Private Placement 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 the 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 respective 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 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:
November 5, 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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