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): May 31, 2021

 

Future FinTech Group Inc.

(Exact name of registrant as specified in its charter)

 

Florida   001-34502   98-0222013
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

Americas Tower, 1177 Avenue of The Americas,
Suite 5100, New York, NY 10036 

(Address of principal executive offices, including zip code)

 

888-622-1218

(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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   FTFT   Nasdaq Stock Market

 

 

 

 

 

 

Item 1.01 Entry Into a Material Definitive Agreement

 

See the information set forth in Item 1.02, which is incorporated by reference herein.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

On May 31, 2021, Future FinTech Group Inc. (the “Company”) and Future Supply Chain Co., Ltd., a wholly owned subsidiary of the Company and a company incorporated under the laws of China (“Buyer”) entered into a Termination Agreement (the “Termination Agreement”) with Sichuan Longma Electronic Technology Co. Ltd., a company incorporated under the laws of China (“Seller”) and Sichuan Ticode Supply Chain Management Co., Ltd., a company incorporated under the laws of China (the “Ticode”).

 

Pursuant to the Termination Agreement, the parties agreed to terminate the Share Exchange Agreement, which was originally entered into by and among the Company, Buyer, Seller and Ticode on February 26, 2021. The Company originally entered into the Share Exchange Agreement to acquire 60% of the equity interest of Ticode (“Ticode Shares”) from the Seller in exchange for 7,789,882 shares of common stock of the Company (the “Company Shares”), as disclosed in the Form 8-K filed by the Company on March 1, 2021. The transaction was closed on April 16, 2021. After the closing of the transaction, certain shareholders and executive officers of the Seller, some of which are also the executive officers of Ticode, have been subject to an investigation by local government authorities in connection with matters concerning their other business ventures that are unrelated to Ticode or the Company’s acquisition of Ticode. In light of the investigation of these shareholders and officers of the Seller, their inability to manage Ticode’s business, and the likelihood that Seller will not be able to fulfil its obligation to transfer additional shares of Ticode to the Buyer as stipulated in the Share Exchange Agreement in the circumstance that Ticode fails to achieve certain Earnings Before Interest and Taxes goals, the Company requested to terminate the Share Exchange Agreement and the parties have agreed to enter the Termination Agreement, effective on May 31, 2021 (the “Effective Date”).

 

Pursuant to the Termination Agreement, the Seller agreed to return the Company Shares back to the Company for cancellation or as the Company’s treasury shares within 5 days of the Effective Date and the Buyer agreed to transfer the Ticode Shares back to the Seller within 30 days of the Effective Date. 

 

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1 Termination Agreement by and Among Future FinTech Group Inc., Future Supply Chain Co., Ltd., Sichuan Longma Electronic Technology Co. Ltd. and Sichuan Ticode Supply Chain Management Co., Ltd. dated on May 31, 2021.

 

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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.

 

  Future FinTech Group Inc.
   
Date: June 2, 2021 By: /s/ Shanchun Huang
  Name:  Shanchun Huang
  Title: Chief Executive Officer

 

 

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Exhibit 10.1

 

TERMINATION AGREEMENT

 

THIS TERMINATION AGREEMENT (hereinafter referred to as this “Agreement”) is made and entered into as of May 31, 2021 (the “Effective Date”), by and among Future FinTech Group Inc., a Florida corporation (the “Company”), Future Supply Chain Co., Ltd., a company incorporated under the laws of China (“Buyer”), Sichuan Longma Electronic Technology Co. Ltd., a company incorporated under the laws of China (“Seller”), and Sichuan Ticode Supply Chain Management Co., Ltd., a limited company organized under the laws of China (the “Ticode”). The Company, Buyer, Seller and Ticode may each be referred to herein as a “Party” or collectively as the “Parties”.

 

WHEREAS, Buyer is a wholly-owned subsidiary of the Company; and

 

WHEREAS, the Company, Buyer, Seller and Ticode entered into a Share Exchange Agreement on February 26, 2021 (the “Terminated Agreement”), pursuant to which the Buyer agreed to acquire 60% equity interest and ownership of Ticode (the “Ticode Shares”) from the Seller in exchange for 7,789,882 shares of common stock of the Company (the “Company Shares”) to be issued to the Seller or its designees; and

 

WHEREAS, the transaction contemplated in the Terminated Agreement was closed on April 16, 2021 and the Company has issued Company Shares to the Seller and the designed affiliates of the Seller and the Seller has transferred Ticode Shares to the Buyer; and

 

WHEREAS, The Parties now desire pursuant to this Agreement to terminate the Terminated Agreement; and

 

WHEREAS, the Seller agree to return the Company Shares back to the Company and the Buyer agreed to transfer the Ticode Shares back to the Seller; and

 

NOW THEREFORE, in consideration of the promises and obligations contained herein below, and other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Parties agree as follows:

 

 

 

 

1. Termination of the Terminated Agreements and Return of Shares.

 

(a) Parties hereby agree that, as of the Effective Date, the Terminated Agreement is hereby terminated, null and void and of no further force or effect.

 

(b) The Seller and its designed affiliates shall return the Company Shares back to the Company for cancellation or as the Company’s treasury shares within 5 days of the Effective Date and the Buyer shall transfer the Ticode Shares back to the Seller within 30 days of the Effective Date.

 

(c) The Parties hereby waive all rights to notice of termination as may be otherwise provided under the Terminated Agreements or applicable laws.

 

2. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of New York without giving effect to the choice of law provisions thereof. The Parties to this Agreement, acting for themselves and for their respective successors and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent and subject themselves to the jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, in respect of any matter arising under this Agreement.

 

3. Authority. The individual executing this Agreement on behalf of each Party has been validly authorized and directed to sign this Agreement on behalf of that Party and by signing in such capacity will bind that Party, and all individuals and entities on whose behalf he or she signs to all of the terms of this Agreement.

 

4. Further Assurances. Each Party shall execute and deliver all such further instruments and documents as may reasonably be requested by the other Party in order to fully carry out the intent and accomplish the purposes of this Agreement and the undertakings contemplated thereby in any and all countries. The Seller and Ticode shall sign and provide necessary documentations to complete the transfer process for Ticode Shares with local State Administration of Market Regulation.

 

5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement, binding on all of the Parties hereto. The Parties agree that electronic or facsimile copies of signatures shall be deemed originals for all purposes hereof and that a Party may produce such copies, without the need to produce original signatures, to prove the existence of this Agreement in any proceeding brought hereunder.

 

6. Acknowledgement. The Parties acknowledge that they have personally read this Agreement and that they have reviewed, or have had the opportunity to review, the same with legal counsel of their own choosing. The Parties further acknowledge that they have been provided a full and ample opportunity to study this Agreement and to make inquiry of the factual and legal matters to which it relates, and that this Agreement fully and accurately reflects the content of any and all understandings and agreements between the Parties concerning the matters referenced herein, that there have been no other understandings and agreements made by either of the Parties, and that the Parties are not relying on any other understandings or agreements whatsoever as an inducement to execute this Agreement.

 

[Signatures on following page]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

FUTURE FINTECH GROUP INC.  

 

 
By: /s/ Shanchun Huang  
Name:  Shanchun Huang  
Title: Chief Executive Officer  
   
Future SUPPLY CHAIN Co., Ltd.  

 

 
By: /s/ Xiaoqin Yan  
Name:  Xiaoqin Yan  
Title:

General Manager

 
 
 

Sichuan Ticode Supply Chain Management Co., Ltd

 

 
By: /s/Jiancao Wang  
Name:  Jiancao Wang  
Title: Chairman  

  

Sichuan Longma Electronic Technology Co. Ltd  
   
By:  /s/ Kun Xiao  
Name: Kun Xiao  
Title: Board Director  

 

 

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