UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry Into A Material Definitive Agreement.
Pre-Paid Purchase #2
As previously disclosed, on July 28, 2025, Future FinTech Group Inc. (the “Company”) entered into a Pre-Paid Securities Purchase Agreement (the “Pre-Paid SPA”) with Avondale Capital, LLC (the “Investor”) providing for potential funding of up to $10,000,000 through the issuance of pre-paid purchase instruments (each, a “Pre-Paid Instrument,” and collectively, the “Pre-Paid Instruments”).
At the initial closing, the Company received $800,000 in gross proceeds and issued a Pre-Paid Instrument with a principal amount of $884,000 (the “Pre-Paid Purchase #1”).
On September 22, 2025, the Company entered into Pre-Paid Purchase #2 Agreement (the “Pre-Paid Purchase #2”) with the investor, pursuant to the Pre-Paid SPA. Under Pre-Paid Purchase #2, the Company issued a Pre-Paid Instrument with a principal amount of $1,080,000 in exchange for $1,000,000 in cash proceeds, reflecting an 8% original issue discount (OID) of $80,000, which is included in the initial principal balance of the Pre-Paid Instrument and is deemed fully earned and non-refundable as of the purchase date. The material terms of Pre-Paid Purchase #2 are substantially consistent with Pre-Paid Purchase #1, which was previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2025. The Pre-Paid SPA and transactions contemplated thereunder were approved by the Company’s shareholders in a special shareholders meeting held on September 5, 2025.
Waiver Letter
On the same date, the Company and the Investor entered into a Waiver Letter (the “Waiver Letter”), pursuant to which the Investor agreed to waive the Second Purchase Conditions under the Pre-Paid SPA and to increase the Second Purchase Price from $500,000 to $1,000,000. Further, the Company agreed to issue the 1,445,000 shares of common stock as Pre-Delivery Shares to the Investor within two (2) trading days of the date of the Waiver Letter and register such shares for resale in the Company’s initial registration statement.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02 of this Current Report to the extent applicable.
On September 24, 2025, following the issuance of 1,445,000 shares of common stock of company as the Pre-Delivery Shares to the Investor, the Company received $1,000,000 in gross proceeds from the Investor by wire transfer.
The shares of Common Stock issued or issuable pursuant to the Pre-Paid SPA or the Pre-Paid Purchase #2, respectively, have been, or will be, offered and sold in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended, including Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, as transactions not involving a public offerings, or pursuant to Regulation S under the Securities Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Exhibit Title or Description | |
| 10.1 | Form Pre-Paid Purchase#2 Agreement dated September 22, 2025 | |
| 10.2 | Waiver Letter dated September 22, 2025 | |
| 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 26, 2025 | By: | /s/ Hu Li |
| Name: | Hu Li | |
| Title: | Chief Executive Officer | |
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