Future FinTech (NASDAQ: FTFT) raises $1M via pre-paid share funding

Rhea-AI Filing Summary

Future FinTech Group Inc. entered into a second pre-paid securities purchase with Avondale Capital, expanding a funding arrangement that allows potential proceeds of up to $10,000,000. 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, reflecting an 8% original issue discount that is fully earned on the purchase date.

On the same date, the parties signed a waiver letter that raised the second purchase price from $500,000 to $1,000,000 and required Future FinTech to issue 1,445,000 pre-delivery common shares and register them for resale. After issuing these shares on September 24, 2025, the company received $1,000,000 in gross proceeds from the investor. The securities are being sold in private offerings relying on exemptions from Securities Act registration.

Insights

Capital structure and financing analyst

Future FinTech secures $1M through discounted pre-paid financing tied to new share issuance.

Future FinTech is deepening its funding relationship with Avondale Capital via a second pre-paid securities purchase. The new instrument carries a principal of $1,080,000 for $1,000,000 in cash, embedding an 8% original issue discount that compensates the investor upfront and increases the amount ultimately claimable against equity.

The waiver letter raised the second purchase price from $500,000 to $1,000,000 and committed the company to issue 1,445,000 pre-delivery common shares, which were delivered on September 24, 2025 in exchange for the $1,000,000 wire. The arrangement relies on private-offering exemptions and contemplates registration of these shares for resale, so future ownership dynamics will depend on how and when the investor chooses to sell.

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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): September 22, 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.)

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		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.

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).

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: September 26, 2025	By:	/s/ Hu Li
	Name:	Hu Li
	Title:	Chief Executive Officer

2

FAQ

What financing agreement did Future FinTech Group Inc. (FTFT) enter on September 22, 2025?

On September 22, 2025, Future FinTech Group Inc. entered into a second pre-paid purchase agreement (Pre-Paid Purchase #2) with Avondale Capital under an existing pre-paid securities purchase arrangement that allows potential funding of up to $10,000,000.

How much cash did Future FinTech (FTFT) receive from Pre-Paid Purchase #2 and on what terms?

Under Pre-Paid Purchase #2, Future FinTech 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 of $80,000 that is fully earned and non-refundable as of the purchase date.

What is the total potential funding available to Future FinTech (FTFT) under the Pre-Paid SPA?

The Pre-Paid Securities Purchase Agreement between Future FinTech and Avondale Capital provides for potential funding of up to $10,000,000 through multiple pre-paid purchase instruments.

How many shares did Future FinTech (FTFT) issue as Pre-Delivery Shares and what did it receive?

Future FinTech agreed to issue 1,445,000 shares of common stock as Pre-Delivery Shares to the investor and, after issuing these shares on September 24, 2025, received $1,000,000 in gross proceeds by wire transfer.

What changes were made by the Waiver Letter between Future FinTech (FTFT) and the investor?

The Waiver Letter waived the second purchase conditions under the pre-paid agreement and increased the Second Purchase Price from $500,000 to $1,000,000, while requiring issuance and planned resale registration of 1,445,000 pre-delivery common shares.

Were the Future FinTech (FTFT) securities in this transaction registered with the SEC?

The common stock issued or issuable under the pre-paid agreement and Pre-Paid Purchase #2 has been, or will be, offered and sold in reliance on registration exemptions under the Securities Act, including Section 4(a)(2), Rule 506 of Regulation D, and Regulation S.