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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): July 8, 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 |
|
Nasdaq Capital 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 3.03. Material Modification to Rights of Security Holders.
On July 8, 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 July 10, 2026 (the “Effective Time”). The Reverse Stock Split
was previously approved by the Company’s Board of Directors by unanimous written consent and 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 150,000,000 shares to 37,500,000 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 July 13, 2026, under the existing trading symbol “FTFT”
and under a new CUSIP number, 36117V501.
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 July 8, 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 July 10, 2026. |
| 99.1 |
|
Press Release, dated July 8, 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: |
July 8, 2026 |
|
| |
|
|
| By: |
/s/ Hu Li |
|
| Name: |
Hu Li |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
Future Fintech Group
Announces Reverse Stock Split
NEW YORK, July 08,
2026 (GLOBE NEWSWIRE) -- Future 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 July 10, 2026. The Common Stock will begin trading on The Nasdaq Capital Market on a reverse split-adjusted basis at the start
of trading on July 13, 2026, under the symbol “FTFT” and under a new CUSIP number, 36117V501.
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 7,472,707 shares to approximately 1,868,177 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.
David J. Rudnick
Precept Investor Relations
LLC
ir@ftft.com
