UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number: 001-38766
MMTEC, INC.
(Translation of registrant’s name into English)
Room 2302, 23rd Floor
FWD Financial Center
308 Des Voeux Road Central
Sheung Wan, Hong Kong
Tel: +852 36908356
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
This Report of Foreign Private Issuer on Form 6-K filed by MMtec, Inc. (together with our subsidiaries, unless the context indicates otherwise, “we,” “us,” “our,” or the “Company”) 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. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Report on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company expectations are as of the date this Form 6-K is filed, and the Company does not intend to update any of the forward-looking statements after the date this Report on Form 6-K is filed to confirm these statements to actual results, unless required by law.
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UNAUDITED CONDENSED CONSOLIDATED FINANCIAL DATA
MMTEC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN U.S. DOLLARS)
(UNAUDITED)
| As of | ||||||||
June 30, 2023 | December 31, | |||||||
| US$ | US$ | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 2,004,307 | $ | 3,825,477 | ||||
| Accounts receivable, net | 2,364,950 | 295,683 | ||||||
| Loan receivable, net | 676,643 | 4,620,824 | ||||||
| Security deposits - Current | 7,984 | 8,274 | ||||||
| Short-term investment | 266,513 | - | ||||||
| Prepaid expenses and other current assets | 1,774,171 | 172,205 | ||||||
| Deferred offering cost | 112,748 | 112,748 | ||||||
| Total current assets | 7,207,316 | 9,035,211 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Security deposits - Non - current | 136,723 | 140,746 | ||||||
| Property and equipment, net | 205,738 | 184,423 | ||||||
| Deposit for business acquisition | - | 1,000,000 | ||||||
| Operating lease right - of - use assets | 844,778 | 1,055,127 | ||||||
| Intangible asset | 5,224,439 | - | ||||||
| Goodwill | 106,935,130 | - | ||||||
| Deferred Tax Assets - Non-current | 70,681 | - | ||||||
| Other non - current assets | 691,965 | - | ||||||
| Total non-current assets | 114,109,454 | 2,380,296 | ||||||
| Total assets | $ | 121,316,770 | $ | 11,415,507 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Salary payable | 283,281 | 372,980 | ||||||
| Accrued liabilities and other payables | 3,133,483 | 395,352 | ||||||
| Advance from customer | 288,696 | - | ||||||
| Accrued interest | 1,343,600 | - | ||||||
| Operating lease liabilities - Current | 475,931 | 405,591 | ||||||
| Total current liabilities | 5,524,991 | 1,173,923 | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Accrued liabilities - Non-current | 146,475 | 209,250 | ||||||
| Operating lease liabilities - Non-current | 406,460 | 647,983 | ||||||
| Convertible bond | 58,311,869 | - | ||||||
| Total non-current liabilities | 58,864,804 | 857,233 | ||||||
| Total liabilities | $ | 64,389,795 | $ | 2,031,156 | ||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Common shares ($0.01 par value; 50,000,000 shares authorized; 99,145,041 and 5,145,041 shares issued and outstanding at June 30, 2023 and December 31, 2022) | 991,451 | 51,451 | ||||||
| Additional paid-in capital | 77,557,407 | 31,727,407 | ||||||
| Accumulated deficit | (36,630,402 | ) | (22,253,030 | ) | ||||
| Accumulated other comprehensive loss | (206,665 | ) | (141,477 | ) | ||||
| Total shareholders’ equity attributable to MMTEC, INC. | 41,711,791 | 9,384,351 | ||||||
| Non- controlling interests | 15,215,184 | - | ||||||
| Total shareholders’ equity | 56,926,975 | 9,384,351 | ||||||
| Total liabilities and shareholders’ equity | $ | 121,316,770 | $ | 11,415,507 | ||||
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MMTEC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(IN U.S. DOLLARS)
(UNAUDITED)
| For the six months ended June 30, 2023 | For the six months ended June 30, 2022 | |||||||
| US$ | US$ | |||||||
| REVENUES | $ | 2,856,449 | $ | 733,400 | ||||
| COST OF REVENUES | 2,729,615 | 110,490 | ||||||
| GROSS PROFIT | 126,834 | 622,910 | ||||||
| OPERATING EXPENSES: | ||||||||
| Selling and marketing | 1,008,732 | 887,173 | ||||||
| General and administrative | ||||||||
| Payroll and related benefits | 1,191,171 | 1,022,931 | ||||||
| Professional fees | 519,200 | 696,556 | ||||||
| Other general and administrative expenses | 497,530 | 943,867 | ||||||
| Total Operating Expenses | 3,216,633 | 3,550,527 | ||||||
| LOSS FROM OPERATIONS | (3,089,799 | ) | (2,927,617 | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest income | 61,959 | 19,663 | ||||||
| Interest expense | (11,425,657 | ) | - | |||||
| Other income | 12,090 | 2,576 | ||||||
| Foreign currency transaction (loss)/gain | (1,922 | ) | 18,177 | |||||
| Total Other Income (Expense) | (11,353,530 | ) | 40,416 | |||||
| LOSS BEFORE INCOME TAXES | (14,443,329 | ) | (2,887,201 | ) | ||||
| INCOME TAXES | (1,737 | ) | - | |||||
| NET LOSS | (14,445,066 | ) | (2,887,201 | ) | ||||
| Less: Net loss attributable to non-controlling interest | (67,694 | ) | - | |||||
| NET LOSS ATTRIBUTABLE TO MMTEC, INC. | $ | (14,377,372 | ) | $ | (2,887,201 | ) | ||
| COMPREHENSIVE LOSS: | ||||||||
| NET LOSS | (14,445,066 | ) | (2,887,201 | ) | ||||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||
| Foreign currency translation adjustments | (80,926 | ) | (55,780 | ) | ||||
| TOTAL COMPREHENSIVE LOSS | (14,525,992 | ) | (2,942,981 | ) | ||||
| Less: Comprehensive loss attributable to non-controlling interests | (83,432 | ) | - | |||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO MMTEC, INC. | $ | (14,442,560 | ) | $ | (2,942,981 | ) | ||
| NET LOSS PER COMMON SHARE | ||||||||
| Basic | $ | (0.46 | ) | $ | (0.92 | ) | ||
| Diluted | $ | (0.30 | ) | $ | (0.92 | ) | ||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||||||||
| Basic | 31,154,116 | 3,137,001 | ||||||
| Diluted | 83,411,491 | 3,137,001 | ||||||
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MMTEC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN U.S. DOLLARS)
(UNAUDITED)
For
the six months ended | For
the six months ended | |||||||
| US$ | US$ | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (14,445,066 | ) | $ | (2,887,201 | ) | ||
| Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||||||||
| Depreciation expense | 21,969 | 39,024 | ||||||
| Allowance for bad debts | (204 | ) | - | |||||
| Gain on short-term investment | (534 | ) | ||||||
| Non-cash lease expense | 204,510 | 163,218 | ||||||
| Foreign currency transaction loss (gain) | (3,326 | ) | (18,177 | ) | ||||
| Deferred taxes expense | 111 | - | ||||||
| Imputed interest expense | 11,425,469 | - | ||||||
| Change in operating assets and liabilities: | ||||||||
| Operating lease liabilities | (187,244 | ) | (193,925 | ) | ||||
| Accounts receivable | (147,016 | ) | (278,617 | ) | ||||
| Accounts payable | 86,202 | - | ||||||
| Security deposits | 211 | (41,604 | ) | |||||
| Prepaid expenses and other current assets | (500,283 | ) | (1,115,439 | ) | ||||
| Advance from customers | 291,658 | (121,382 | ) | |||||
| Salary payable | (140,660 | ) | (37,390 | ) | ||||
| Accrued liabilities and other payables | 376,638 | 338,252 | ||||||
| NET CASH USED IN OPERATING ACTIVITIES: | (3,017,565 | ) | (4,153,241 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Proceeds from disposal of property and equipment | 7,903 | - | ||||||
| Purchase of property and equipment | - | (6,036 | ) | |||||
| Loan repayment from to third parties | 293,945 | - | ||||||
| Cash proceeds from acquisition | 916,840 | - | ||||||
| Deposit for business acquisition | 1,000,000 | - | ||||||
| Long-term investment in equity | (89,000,000 | ) | - | |||||
| NET CASH USED IN INVESTING ACTIVITIES | (86,781,312 | ) | (6,036 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of convertible bond | 88,000,000 | - | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 88,000,000 | - | ||||||
| EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS | (22,293 | ) | (23,890 | ) | ||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (1,821,170 | ) | (4,183,167 | ) | ||||
| CASH AND CASH EQUIVALENTS - Beginning of period | 3,825,477 | 11,206,220 | ||||||
| CASH AND CASH EQUIVALENTS - End of period | $ | 2,004,307 | $ | 7,023,053 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | (188 | ) | $ | - | |||
| Income taxes | $ | (1,737 | ) | $ | - | |||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Acquisition by issuing convertible promissory note | $ | 7,000,000 | $ | - | ||||
| Conversion of bond to equity | $ | 46,770,000 | $ | - | ||||
| Remeasurement of the lease liabilities and right-of-use assets due to lease modification | $ | - | $ | 830,860 | ||||
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SUBMITTED HEREWITH
Exhibits:
| 99.1 | News Release dated November 17, 2023 |
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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.
| MMTEC, INC. | ||
| By: | /s/ Min Kong | |
| Min Kong, Chief Financial Officer | ||
Date: November 17, 2023
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