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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):
January 14, 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 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
3.03 MATERIAL MODIFICATIONS TO RIGHTS OF SECURITIES HOLDERS.
The information contained in Item 5.03 of
this Current Report on Form 8-K is incorporated herein by reference.
ITEM 5.03. AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On January 8, 2026, Future
FinTech Group Inc. (the “Company”) filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment”) to
amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”). As a result of
the Amendment, the Company has authorized and approved a 1-for-4 reverse stock split of the Company’s authorized shares of common
stock from 600,000,000 shares to 150,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding
shares of common stock (the “Reverse Stock Split”). The common stock will continue to be $0.001 par value. The Company will
round up the fractional shares that result from the Reverse Stock Split and no fractional shares will be issued in connection with the
Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have
resulted from the Reverse Stock Split. The current pre-split number of shares of commons stock outstanding is 20,193,311 and the post-split
number of shares outstanding will be approximately 5,048,328. No changes are being made to the number of preferred shares of the Company
which remain as 10,000,000 preferred shares as authorized but not issued. The amendment to the Articles of Incorporation of the Company
took effect at 1:00pm E.T. on January 8, 2026.
The Reverse Stock Split
and Amendment were authorized and approved by the Board of Directors of the Company without shareholders’ approval, pursuant to
607.10025 of the Florida Business Corporation Act of the State of Florida. The Reverse Stock Split is primarily being effectuated
to comply with Nasdaq Marketplace Rule 5550(a)(2) related to the minimum bid price per share of the Company’s shares of common stock.
The Company’s shares
of common stock will begin to trade on the NASDAQ Stock Market on the post-Reverse Stock Split basis under the symbol “FTFT”
on January 20, 2026. The new CUSIP number for the Company’s shares of common stock post-Reverse Stock Split is 36117V402.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 3.1 |
|
Articles of Amendment to the Second Amended and Restated Articles of Incorporation of Future FinTech Group Inc., dated January 8, 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: January 14, 2026 |
By: |
/s/ Hu Li |
| |
Name: |
Hu Li |
| |
Title: |
Chief Executive Officer |