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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): August 26, 2026
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.) |
02B-03A, 23/F, Sino Plaza, 255-257
Gloucester Road
Causeway Bay, Hong Kong
(Address of principal executive
offices, including zip code)
852-21141970
(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)) |
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 |
|
The Nasdaq Stock Market LLC |
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. ☐
Item 3.03. Material Modification to Rights of Security Holders.
On August 26, 2026, Future FinTech Group Inc. (the “Company”)
filed Articles of Amendment to its Second Amended and Restated Articles of Incorporation (the “Articles of Amendment”)
with the Secretary of State of the State of Florida to effect a one-for-four (1-for-4) reverse stock split (the “Reverse Stock
Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Articles
of Amendment shall become effective at 4:00 p.m., Eastern Time, on August 28, 2026 (the “Effective Time”). The Reverse
Stock Split was previously approved by the Company’s Board of Directors by unanimous written consent without shareholder approval,
as permitted under Section 607.10025 of the Florida Business Corporation Act (the “FBCA”).
At the Effective Time, every four (4) shares of Common Stock issued
and outstanding immediately prior to the Effective Time will be automatically combined and reclassified into one (1) share of Common Stock,
without any change to the par value of $0.001 per share. No fractional shares of Common Stock will be issued in connection with the Reverse
Stock Split; in lieu thereof, each holder of record who would otherwise have been entitled to receive a fractional share of Common Stock
will be entitled to receive one (1) whole share of Common Stock, rounded up to the nearest whole share. Shares held in street name through
a bank, broker, or other nominee will be treated in accordance with the procedures of such bank, broker, or nominee, which may differ
from the treatment of holders of record; beneficial holders should contact their bank, broker, or nominee with any questions. The Reverse
Stock Split will affect all holders of Common Stock uniformly and will not alter any holder’s percentage ownership interest in the
Company, except for de minimis changes resulting from the treatment of fractional shares.
In connection with the Reverse Stock Split, and pursuant to Section
607.10025(7) of the FBCA, the number of authorized shares of Common Stock will be reduced proportionally from 37,500,000 shares to 9,375,000
shares. The number of authorized shares of the Company’s preferred stock, par value $0.001 per share, will remain unchanged at 10,000,000
shares.
Proportionate adjustments will be made to the number of shares of Common
Stock issuable upon the exercise or vesting of the Company’s outstanding stock options, warrants, and other equity-based awards,
and to the applicable exercise or conversion prices thereof, in accordance with their respective terms.
The Common Stock will begin trading on The Nasdaq Capital Market on
a reverse split-adjusted basis at the opening of trading on August 31, 2026, under the existing trading symbol “FTFT” and
under a new CUSIP number, 36117V600.
The foregoing description of the Articles of Amendment does not purport
to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is filed as
Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The information set forth under Item 3.03 of this Current Report on
Form 8-K is incorporated by reference into this Item 5.03.
Item 7.01. Regulation FD Disclosure.
On August 26, 2026, the Company issued a press release announcing the
Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into
this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information
included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Articles of Amendment to the Second Amended and Restated Articles of Incorporation of Future FinTech Group Inc., as filed with
the Secretary of State of the State of Florida, effective August 28, 2026. |
| 99.1 |
|
Press Release, dated August 26, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: August 26, 2026 |
|
| |
|
| By: |
/s/ Hu Li |
|
| Name: |
Hu Li |
|
| Title: |
Chief Executive Officer |
|
3
Exhibit 99.1
Future Fintech Group
Announces Reverse Stock Split
NEW YORK, Aug. 26, 2026
(GLOBE NEWSWIRE) -- Future FinTech Group Inc. (Nasdaq: FTFT) (“Future FinTech”, “we” or the “Company”)
today announced that the Company’s Board of Directors approved a 1-for-4 reverse stock split (the “Reverse Stock Split”)
of the Company’s common stock (the “Common Stock”). The Company was not required to obtain shareholder approval to
effectuate the Reverse Stock Split. The Company filed articles of amendment to the Company’s Second Amended and Restated Articles
of Incorporation with the Florida Department of State, Division of Corporations which is expected to become effective as of 4 P.M. Eastern
Time on August 28, 2026. The Common Stock will begin trading on The Nasdaq Capital Market on a reverse split-adjusted basis at the start
of trading on August 31, 2026, under the symbol “FTFT” and under a new CUSIP number, 36117V600.
Upon implementation of
the Reverse Stock Split, every four shares of the Company’s issued and outstanding Common Stock will automatically convert into
one share of Common Stock without any change to the par value of $0.001 per share and the amount of Common Stock outstanding will be reduced
from approximately 32,309,970 shares to approximately 8,077,492 shares. Following the Reverse Stock Split, the ownership percentage of
each shareholder will remain unchanged. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise
of the Company’s outstanding stock options and warrants, and other incentive awards, as well as the applicable exercise price.
No fractional shares
of Common Stock will be issued in connection with the Reverse Stock Split. Instead, each holder of record who would otherwise be entitled
to receive a fractional share will receive one whole share of Common Stock, rounded up to the nearest whole share. Stockholders holding
shares in street name through a bank, broker, or other nominee will have their positions adjusted in accordance with the procedures of
such bank, broker, or nominee.
Information to Stockholders
Transhare Corporation,
the Company transfer agent, will send instructions to stockholders of record who hold stock certificates regarding the exchange of certificates
for Common Stock. Stockholders who hold their shares of Common Stock in book-entry form or in brokerage accounts or “street name”
are not required to take any action to effect the exchange of their shares of Common Stock following the Reverse Stock Split. Transhare
Corporation may be reached for questions at (303) 662-1112.
About Future FinTech
Group Inc.
Future FinTech Group
Inc. (NASDAQ: FTFT) is a comprehensive financial and digital technology service provider. The Company, through its subsidiaries, conducts
brokerage and investment banking services in Hong Kong, and engages in supply chain trading and finance businesses in China and efficient
digital financial services. For more information, please visit www.ftft.com.
Forward-Looking Statements
This press release
contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to qualify for the protection of the safe harbor
provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified by words such as
“anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potential,” “predicts,” “projects,” “should,”
“targets,” “will,” “would,” and similar expressions, and the negatives of those terms. Forward-looking
statements in this press release include, among others, statements regarding the timing and effectiveness of the Reverse Stock Split and
the anticipated market-effective and first-trading dates; the anticipated post-split trading price of the Common Stock and the ability
of the Reverse Stock Split to result in a sustained increase in the price of the Common Stock to a level at or above $1.00 per share;
the expected number of shares of Common Stock outstanding following the Reverse Stock Split and the effect of the treatment of fractional
shares; the proportional adjustment of the Company’s outstanding stock options, warrants, and other equity awards; and the Company’s
ability to regain and maintain compliance with all applicable continued listing standards of The Nasdaq Capital Market.
These forward-looking
statements are based on the Company’s current expectations and assumptions and are subject to known and unknown risks, uncertainties,
and other factors that could cause actual results to differ materially from those expressed or implied by such statements. These risks
and uncertainties include, among others, the risk that the Reverse Stock Split does not result in a sustained increase in the price of
the Common Stock, or that the price of the Common Stock subsequently declines below $1.00 per share, which could result in non-compliance
with Nasdaq continued listing standards or delisting proceedings; the risk that the Reverse Stock Split causes the Company to fall out
of compliance with another Nasdaq listing requirement, including the requirement to maintain a minimum number of publicly held shares;
restrictions under Nasdaq rules that limit the Company’s ability to effect additional reverse stock splits within a one-year period
to regain compliance with the minimum bid price requirement; the volatility of the market price and trading volume of the Common Stock;
and general business, economic, and market conditions, as well as the other risks and uncertainties described under the heading “Risk
Factors” in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for
the fiscal year ended December 31, 2025, and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Copies of
these filings are available at www.sec.gov.
Any forward-looking
statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. You should
not place undue reliance on these forward-looking statements.
