UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As more fully described below under Item 5.07, at the special meeting of stockholders Future FinTech Group Inc., a Florida corporation (the “Company”) held on September 2, 2025 (the “Special Meeting”), the stockholders of the Company approved certain amendments to Company’s Amended and Restated Articles of Incorporation (the “Share Increase Amendment”) to increase the authorized shares of the Company’s common stock, par value $0.001 per (the “Common Stock”), from 6,000,000 shares to 600,000,000 shares.
Once the Share Increase Amendment Proposal is approved by the shareholders at the Special Meeting, the Share Increase Amendment will become effective upon the filing of a certificate of amendment to our Articles of Incorporation with the Secretary of State of the State of Florida. The Company is in the process of arranging for the filing of the Share Increase Amendment and expects the filing to be completed and the Share Increase Amendment to become effective in the next few days.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Share Increase Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 2, 2025, the Company held the Special Meeting of Shareholders. Of the 3,450,770 shares outstanding and entitled to vote as of the record date, 1,750,034 shares, or 50.71%, were represented in person or by proxy at the Special Meeting, thereby satisfying the quorum requirement. The results for each of the proposals submitted to a vote of our shareholders at the Special Meeting are set forth below. Each proposal is described in more detail in Definitive Schedule 14A ( the “Schedule 14A”), filed with the Securities and Exchange Commission on August 8, 2025.
As disclosed in the Schedule 14A, each of the proposals voted by the shareholders at the Special Meeting required the affirmative vote of a majority of the votes cast, either in person or by proxy, at the Special Meeting, provided a quorum is present. Abstentions and broker non-votes were not be counted as votes cast and will have no effect on the outcome of the vote
| Proposal One | Amendment and Restatement of the Company’s Amended and Restated Articles of Incorporation, as Amended: the approval to amend and restate the Company’s Articles of Incorporation, as amended, to increase the Company’s authorized shares of common stock, $0.001 par value (the “Common Stock”) from 6,000,000 shares to 600,000,000 shares. |
| FOR | AGAINST | ABSTAIN | ||||||||||
| Number of Voted Shares | 1,622,713 | 16,965 | 575 | |||||||||
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| Proposal Two | Issuance of Shares Upon Conversion of the Remaining Balance of the Streeterville Note: the approval to issue shares of the Company’s Common Stock upon conversion of the remaining balance of a Convertible Promissory Note previously issued to Streeterville Capital, LLC on December 27, 2023, which, when fully converted, may exceed 20% of the issued and outstanding Common Stock, which issuance requires shareholder approval in accordance with Nasdaq Listing Rule 5635(d) and (2) result in a change of control of the Company, in accordance with Nasdaq Listing Rules 5635(d) (the “20% Rule”) and 5635(b) (the “Change-of-Control Rule”) |
| FOR | AGAINST | ABSTAIN | ||||||||||
| Number of Voted Shares | 1,285,183 | 354,412 | 658 | |||||||||
| Proposal Three | Unregistered Offshore Equity Financing Transaction: the approval to issue up to 15,000,000 shares of the Common Stock to non-U.S. investors in an unregistered offering pursuant to Regulation S of the Securities Act of 1933, under the terms of a Securities Purchase Agreement, which, when fully consummated, will (1) exceed 20% of the Company’s issued and outstanding Common Stock, and (2) result in a change of control of the Company, in accordance with the 20% Rule and Change-of-Control Rule. |
| FOR | AGAINST | ABSTAIN | ||||||||||
| Number of Voted Shares | 1,285,145 | 354,476 | 632 | |||||||||
| Proposal Four | Unregistered Pre-Paid Financing Transactions: the approval of the issuance of up to $10,000,000 worth of Common Stock to Avondale Capital, LLC in a non-public pre-paid financing transaction, which, when fully consummated, may exceed 20% of the Company’s issued and outstanding Common Stock, in accordance with the 20% Rule and Change-of-Control. |
| FOR | AGAINST | ABSTAIN | ||||||||||
| Number of Voted Shares | 1,626,636 | 12,964 | 653 | |||||||||
| Proposal Five | Adjournment of the Special Meeting: the approval to adjourn the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes to approve the foregoing proposals. |
| FOR | AGAINST | ABSTAIN | ||||||||||
| Number of Voted Shares | 1,396,475 | 350,156 | 3,403 | |||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Articles of Amendmb ent to Articles of Incorporation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: September 5, 2025 | By: | /s/ Hu Li |
| Name: | Hu Li | |
| Title: | Chief Executive Officer | |
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