Item 1.01
Entry into a Material Definitive Agreement
On
December 24, 2020, Future Fintech Group Inc. (the “Company”) entered into a Securities Purchase Agreement (the
“Purchase Agreement”) with certain purchasers identified on the signature page thereto (the “Purchasers”),
pursuant to which the Company will sell to the Purchasers in a registered direct offering, an aggregate of 4,210,530 units (the
“Units”), each consisting of one share of our common stock, par value $0.001 per share (“Common Stock”)
and a warrant to purchase 1 share of our Common Stock, at a purchase price of $1.90 per unit, for aggregate gross proceeds to
the Company of $8,000,007, before deducting fees to the placement agent and other estimated offering expenses payable by the Company.
At the closing, the Company shall issue Units consisting of an aggregate of 4,210,530 shares of our Common Stock (“Shares”)
and warrants to purchase up to an aggregate of 4,210,530 shares of our Common Stock at an exercise price of $2.15 per share (the
“Investors’ Warrants”). The Investors’ Warrants have a term of five years and are exercisable by
the holder at any time after the date of issuance.
Pursuant to the terms of the Purchase Agreement and subject to certain exceptions, the Company agreed not to issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or file any registration
statement or any amendment or supplement, other than the prospectus supplement, registration statement or amendment to the registration
statement relating to the securities contemplated in the Purchase Agreement until 90 days after the closing date.
A.G.P./Alliance
Global Partners is serving as the placement agent in connection with the offering under the Purchase Agreement pursuant to the
terms of a placement agent agreement, dated December 24, 2020, between the Company and A.G.P (the “Placement Agent Agreement”)
and A.G.P will receive a cash fee of 7% of the aggregate gross proceeds raised from the sale of the Shares and a warrant to purchase
our Common Stock in an amount equal to 5% of the Shares from the offering (the “Placement Agent Warrant”) on
substantially the same terms as the Investors’ Warrants, except that the Placement Agent Warrant has an exercise
price of $2.375 per share and are not exercisable until June 24, 2021 as well as certain transfer restrictions
pursuant to FINRA Rule 5110.
The
Shares, Investors’ Warrants and Placement Agent Warrant (such warrants, collectively, the “Warrants”)
are being offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 previously filed with
the U.S. Securities and Exchange Commission and declared effective on December 11, 2020 (File No. 333-224686) (the “Registration
Statement”).
The
Company has agreed to indemnify each of the Purchasers against certain losses resulting from its breach of any representations,
warranties or covenants under agreements with the Purchasers, as well as under certain other circumstances described in the Purchase
Agreement.
The
representations, warranties and covenants contained in the Purchase Agreement and Warrants were made solely for the benefit of
the parties to the Purchase Agreement and Warrants. In addition, such representations, warranties and covenants (i) are intended
as a way of allocating the risk between the parties to the Purchase Agreement and Warrants 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 form of Purchase Agreement and forms of Warrants are 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 Purchase Agreement and Warrants, which subsequent
information may or may not be fully reflected in public disclosures.
The
form of Purchase Agreement, form of Placement Agent Agreement, form of Investors’ Warrants and form Placement Agent Warrant
are filed as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K. The foregoing
summary of the terms of the Purchase Agreement, Placement Agent Agreement, and Warrants is subject to, and qualified in its entirety
by form of Purchase Agreement, form of Placement Agent Agreement, form of Investors’ Warrants, and form of Placement Agent
Warrant, which are incorporated herein by reference.