[8-K] Future FinTech Group Inc. Reports Material Event

Rhea-AI Filing Summary

Future FinTech Group Inc. (NASDAQ: FTFT) has entered into a Settlement and Forbearance Agreement with FT Global Capital Inc. to resolve four federal court judgments totaling approximately $10.2 million. The agreement halts all current collection actions, including a scheduled auction of company shares, in exchange for a structured settlement package.

Key commercial terms:

• Cash payments: FTFT will pay $4 million over 18 months, starting with an initial $500,000 due by 20 June 2025.
• Equity component: Immediate issuance of 400,000 common shares to FT Global and its counsel, plus rights to receive up to an additional 1.3 million shares over time.
• Registration fallback: If shares cannot be issued under the Section 3(a)(10) court order, FTFT must register the securities at FT Global’s request.
• Covenants: FTFT must remain current with SEC filings and maintain its Nasdaq listing; failure triggers default and reinstatement of collection efforts.

The settlement reduces immediate cash exposure by roughly 60 % versus the original judgments and provides breathing room to manage liquidity. However, the share issuances represent potential dilution of up to ≈4 % of current outstanding stock (based on ~43 million shares outstanding as of the last report) and carry execution risk if registration becomes necessary.

Positive

• Immediate enforcement of $10.2 m judgments suspended, preventing asset seizure and share auction.
• Cash settlement reduced to $4 m, easing near-term liquidity pressure.
• Company retains Nasdaq listing by committing to ongoing SEC compliance.

Negative

• Up to 1.7 million new shares could be issued, creating dilution risk for existing shareholders.
• Failure to meet payment or filing obligations triggers default and revival of full judgments.
• Ongoing $4 m cash obligation still material for a company with historically limited cash flow.

Insights

Financial Analyst

TL;DR: Settlement defers $10.2 m enforcement, lowers cash outlay to $4 m but adds dilution risk—net neutral near-term.

The agreement removes the immediate threat of enforced judgments that could have frozen assets or forced share auctions, significantly improving short-term liquidity. Converting a $10.2 million liability into $4 million cash plus equity lowers cash burn, yet the 1.7 million total share commitment could dilute existing shareholders by roughly 4 %, capping upside. Compliance covenants mitigate de-listing risk, but any default would reinstate full judgments. Overall, the deal is a stabilising move rather than a growth catalyst, keeping the company solvent while kicking part of the liability further out.

Corporate Governance Expert

TL;DR: Forbearance improves governance optics but underscores past legal exposure; impact modest.

By settling four judgments, management demonstrates willingness to resolve legacy legal issues, a positive signal for governance and exchange compliance. The requirement to stay current on SEC reports aligns with best-practice transparency. Nevertheless, the need for a court-approved equity issuance and potential registration indicates lingering regulatory friction. Investor perception may improve due to reduced legal overhang, but the dilution mechanics temper any strong upside reaction, leading to a balanced impact assessment.

false 0001066923 0001066923 2025-06-17 2025-06-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): June 17, 2025

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))

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

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 1.01 Entry into a Material Definitive Agreement

On June 17, 2025, Future Fintech Group Inc. (the “Company”) entered into a Settlement and Forbearance Agreement (the “Agreement”) with FT Global Capital, Inc. (“FT Global”), pursuant to which the parties agreed to settle four judgments totaling approximately $10.2 million entered against the Company in federal courts in Georgia, New York, Florida, and Ohio (collectively, the “Judgements”). Under the Agreement, FT Global agreed to forbear from enforcement and collection of the Judgments, including suspending an auction of shares of common stock of the Company, in exchange for the Company’s payment obligations and issuance of securities as outlined below.

Under the Agreement, the Company is required to make cash settlement payments totaling $4 million in installments over 18 months, beginning with an initial $500,000 payment due by June 20, 2025. In addition, the Company agreed to issue an aggregate of 400,000 shares of its common stock to FT Global and its legal counsel, and to issue rights entitling FT Global to receive up to 1.3 million additional shares of common stock, exercisable over time. These securities will be issued pursuant to a court order under Section 3(a)(10) of the Securities Act of 1933, as amended. If the Company is unable to issue the shares as contemplated, it is required to file a registration statement to register the securities at FT Global’s request.

The Agreement includes customary releases by both parties and a covenant by the Company to remain current in its SEC filings and maintain its listing on an eligible national securities exchange. If the Company fails to meet its obligations under the Agreement, FT Global may declare a default and resume collection efforts.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibits 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1		Settlement and Forbearance Agreement by and between Future FinTech Group Inc. and FT Global Capital, Inc. dated on June 17, 2025
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: June 20, 2025	By:	/s/ Hu Li
	Name:	Hu Li
	Title:	Chief Executive Officer

2

FAQ

What did FTFT announce in its June 17 2025 Form 8-K?

FTFT disclosed a Settlement and Forbearance Agreement that defers collection of $10.2 m judgments in exchange for $4 m cash and up to 1.7 m shares.

How much cash must Future FinTech pay under the settlement?

$4 million spread over 18 months, starting with a $500,000 payment due 20 June 2025.

How many shares could be issued to FT Global Capital?

An initial 400,000 shares plus rights to up to 1.3 million additional shares.

Does the agreement affect FTFT's Nasdaq listing?

Yes. FTFT must stay current with SEC filings and maintain a qualifying exchange listing, or FT Global can declare default.

What happens if FTFT cannot issue the agreed shares?

The company must file a registration statement to register the securities at FT Global's request.

Is this settlement considered an emerging growth company action?

No, FTFT is not classified as an emerging growth company for this filing.