Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD Disclosure
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…
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.
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Item 3.03Item 3.03 - Material Modification to Rights
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 5.03Item 5.03 - Amendments to Articles/Bylaws
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 7.01Item 7.01 - Regulation FD Disclosure
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.
Filed exhibits (1)
EX-99.1 (by filename) ea029741101ex99-1.htm
EX-99.1
3
ea029741101ex99-1.htm
PRESS RELEASE, DATED JULY 8, 2026
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…