Amendment: Future FinTech Group Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
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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 March 27, 2025, 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-10 reverse stock split of the Company’s authorized shares of common stock from 60,000,000 shares to 6,000,000 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 30,082,890 and the post-split number of shares outstanding will be approximately 3,009,289. 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 April 1, 2025.
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 April 4, 2025. The new CUSIP number for the Company’s shares of common stock post-Reverse Stock Split is 36117V303.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) The following exhibits are filed with this report.
| Exhibits Number |
Description | |
| 3.1 | Articles of Amendment to the Second Amended and Restated Articles of Incorporation of Future FinTech Group Inc., dated March 27, 2025. |
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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: April 2, 2025 | By: | /s/ Hu Li |
| Name: | Hu Li | |
| Title: | Chief Executive Officer | |
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