8-K 1 f8k121919_futurefintech.htm CURRENT REPORT

 

 

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):

December 19, 2019

 

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.)

 

23F, China Development Bank Tower,

No. 2, Gaoxin 1st Road, Xi’an, China 710075

(Address of principal executive offices, including zip code)

 

(86-29) 8187-8277

(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

 

On December 19, 2019, Future FinTech Group, Inc., a Florida corporation (the “Company”), entered into a Note Purchase Agreement (the “Purchase Agreement”) with Iliad Research and Trading, L.P., a Utah limited partnership (the “Purchaser”), pursuant to which the Company sold and issued to the Purchaser a Secured Promissory Note (the “Note”) in the principal amount of $1,060,000. The Purchaser purchased the Note with an original issue discount of $50,000, and the Company agreed to pay to the Purchaser $10,000 for fees and costs incurred by Purchaser in connection with the consummation of the Purchase Agreement. The Note was sold to the Purchaser pursuant to an exemption from registration under Regulation D, promulgated under the Securities Act of 1933, as amended. The purchase price for the Note will be paid by the Purchaser through an initial cash payment of $500,000 and the issuance of an investor note by the Purchaser to the Company with a one-year term and an interest rate of 8% (the “Investor Note”). The Purchaser may, with Company’s consent, pay, without penalty, all or any portion of the outstanding balance along with any accrued but unpaid interest on the Investor Note at any time prior to the maturity date of the Investor Note.

 

The Note bears interest at the rate of 8% per annum. All outstanding principal and accrued interest on the Note will become due and payable twelve (12) months after the purchase price of the Note is delivered by Purchaser to the Company (the “Purchase Price Date”). The Company’s obligations under the Note may be prepaid at any time, provided that in such circumstance the Company would pay a 25% premium on any amounts outstanding under the Note. During the term of the Note, the Company shall not, without the prior written consent of the Purchaser, enter into or effect certain fundamental business transactions. The Purchaser has the right to redeem the Note at any time after the six month anniversary of the Purchase Price Date. The Company’s obligations under the Note are secured by a pledge of 2,500,000 shares of the Company’s common stock by Mengyao Chen, an unrelated third party, in favor of the Purchaser.

 

The representations, warranties and covenants contained in the Purchase Agreement, Investor Note and Note were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement, Investor Note and Note 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 Purchase Agreement, Investor Note and Note are filed with this report only to provide investors with information regarding the terms of transactions, 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, Investor Note and Note, which subsequent information may or may not be fully reflected in public disclosures.

  

The Purchase Agreement, form of Investor Note and Note are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of the Purchaser Agreement, Investor Note and Note are subject to, and qualified in their entirety by, the Purchase Agreement, Investor Note and Note, which are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

  

Exhibit No.   Exhibit Title or Description
     
10.1   Note Purchase Agreement by and between Future FinTech Group, Inc. and Iliad Research and Trading, L.P., dated December 19, 2019.
     
10.2   Investor Note, issued by Iliad Research and Trading, L.P. to Future FinTech Group, Inc. dated December 19, 2019.
     
10.3   Secured Promissory Note, issued by Future FinTech Group, Inc. to Iliad Research and Trading, L.P., dated December 19, 2019.

 

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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: December 26, 2019 By: /s/ Yongke Xue
  Name: Yongke Xue
  Title: Chief Executive Officer

 

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