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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): June 12, 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
1.01 Entry into a Material Definitive Agreement.
On
June 12, 2026, Future FinTech Group Inc. (the “Company”), through its wholly-owned subsidiary, Future Commercial Group Limited
(the “Buyer”), entered into a Share Purchase Agreement (the “SPA”) with Zhang Shuge (the “Seller”)
and the Company.
Pursuant to the SPA, the Buyer agreed to acquire
from the Seller a 20% equity interest in Xi’an Changshida Information Technology Co., Ltd. (“Changshida”), a company
organized under the laws of the People’s Republic of China. Changshida is committed to implementing artificial intelligence technologies
in practical application scenarios across the healthcare and smart city sectors. The company has built up independent R&D capabilities
in underlying technologies, including machine vision and natural language processing. It has completed the development and commercial
deployment of AI technologies covering facial recognition, OCR, image recognition, video understanding, natural language processing, and
knowledge graph construction. Through partnerships with medical and healthcare institutions, as well as universities, the company has
incubated a full suite of proprietary AI products.
The aggregate purchase price for the acquisition
is RMB 44,000,000 (approximately US$6.46 million), consisting of (i) RMB 40,000,000 payable in cash; and (ii) 493,062 shares of the Company’s
common stock, par value $0.001 per share, having an agreed value of RMB 4,000,000. The cash consideration and share consideration are
payable within ten (10) days following completion of the transfer of the 20% equity interest in Changshida and completion of the applicable
registration and filing procedures in the PRC.
The
shares to be issued as consideration will be issued in a private transaction in reliance upon the exemption from registration provided
by Regulation S under the Securities Act of 1933, as amended.
The
closing of the acquisition remains subject to customary closing conditions, including completion of the transfer of the equity interest
and satisfaction or waiver of the conditions set forth in the SPA.
The
foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the
SPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 above is incorporated herein by reference.
Pursuant
to the SPA, the Company agreed to issue 493,062 shares of its common stock to the Seller (or its designee) as partial consideration for
the acquisition. The shares will be issued in reliance upon the exemption from registration provided by Regulation S under the Securities
Act and will constitute restricted securities.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Exhibit
Title or Description |
| 10.1 |
|
Share Purchase Agreement by and among Zhang Shuge and Future Commercial Group Limited dated on June 12, 2026 |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
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 15, 2026 |
By: |
/s/
Hu Li |
| |
Name: |
Hu Li |
| |
Title: |
Chief Executive Officer |
