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): January 26, 2023
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 3.03 MATERIAL MODIFICATIONS TO RIGHTS OF SECURITIES HOLDERS.
The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On January 26, 2023, Future FinTech Group Inc. (the "Company") filed with the Florida Secretary of State's office Articles of Amendment (the “Amendment”) to amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”). As a result of the Amendment, the Company has authorized and approved a 1-for-5 reverse stock split of the Company’s authorized shares of common stock from 300,000,000 shares to 60,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock (the "Reverse Stock Split"). The common stock will continue to be $0.001 par value. The Company will round up to the next full share of the Company’s shares of common stock any fractional shares that result from the Reverse Stock Split and no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. No changes are being made to the number of preferred shares of the Company which remain as 10,000,000 preferred shares as authorized but not issued. The amendment to the Articles of Incorporation of the Company will take effect at 1:00am Eastern Time on February 1, 2023.
The Reverse Stock Split and Amendment were authorized and approved by the Board of Directors of the Company without shareholders’ approval, pursuant to 607.10025 of the Florida Business Corporation Act of the State of Florida.
The Company’s shares of common stock will begin to trade on the NASDAQ Stock Market on the post-Reverse Stock Split basis under the symbol “FTFT” on February 1, 2023. The new CUSIP number for the Company’s shares of common stock post-Reverse Stock Split is 36117V204.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed with this report.
Exhibits Number |
Description | |
3.1 |
Articles of Amendment to the Second Amended and Restated Articles of Incorporation of Future FinTech Group Inc., dated January 26, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: January 31, 2023 | By: | /s/ Shanchun Huang |
| Name: | Shanchun Huang | |
| Title: | Chief Executive Officer | |
2
Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
FUTURE FINTECH GROUP INC.
Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned corporation hereby submits these Articles of Amendment (the “Amendment”) to the corporation’s Second Amended and Restated Articles of Incorporation, as amended:
| 1. | The name of the corporation is Future FinTech Group Inc. (the “Corporation”). |
| 2. | Section 1.01 of Article III Capital Stock of the Second Amended and Restated Articles of Incorporation of the Corporation, as amended, is hereby amended and restated as follows: |
| 1.01 | Authorized Stock. The total number of shares of common stock, par value $0.001 per share (the “Common Stock”), which the Company shall have authority to issue is 60,000,000. The total number of shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), which the Company shall have authority to issue is 10,000,000. |
| 1.02 | Reverse Stock Split. Effective 1:00 A.M. Eastern Time, February 1, 2023 (the “Effective Time”), each 5 (five) shares of Common Stock of the Company (“Old Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically combined and exchanged into one (1) share of Common Stock of the Company (“New Common Stock”), without changing the par value of the shares of the Company (the “Reverse Split”). |
No fractional shares of New Common Stock will result from or be issued in connection with the Reverse Split and the number of shares to be received by a shareholder shall be rounded up to the nearest whole number of shares in the event that such shareholder would otherwise be entitled to receive a fractional share as a result of the Reverse Split.
Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been combined; provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall receive, under surrender of such certificate, a new certificate representing the number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been combined and exchanged.
| 3. | The Amendment was unanimously approved by the Board of Directors of the Corporation on January 20, 2023 and shareholder approval was not required in accordance with 607.10025(2) of the Florida Business Corporation Act. |
| 4. | The Amendment will be effective at 1:00 A.M. Eastern Time, February 1, 2023. |
DATE: January 26, 2023.
| FUTURE FINTECH GROUP INC. | ||
| By | /s/ Shanchun Huang | |
| Shanchun Huang, Chief Executive Officer | ||