8-K
Future FinTech Group Inc. (FTFT)
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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 theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported):April 18, 2023
Future FinTech Group Inc.
(Exact name of registrant as specified in itscharter)
| Florida | 001-34502 | 98-0222013 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
Americas Tower, 1177 Avenue of The Americas,
Suite 5100, New York, NY 10036
(Address of principal executive offices, includingzip code)
888-622-1218
(Registrant’s telephone number, includingarea code)
N/A
(Former name or former address, if changed sincelast 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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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. ☐
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 |
Item 3.01 Notice of Delisting or Failure to Satisfy a ContinuedListing Rule or Standard; Transfer of Listing.
On April 18, 2023, Future FinTech Group Inc. (the “Company”) received a notification letter from the NASDAQ Listing Qualifications (“NASDAQ”) stating the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1), due to its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 10-K”). The NASDAQ notification letter provides the Company 60 calendar days from the date of the notification, or until June 20, 2023, to submit a plan to NASDAQ to regain compliance with the NASDAQ’s continued listing requirements. If the plan is accepted, NASDAQ can grant an exception of up to 180 calendar days, or until October 16, 2023, for the Company to regain compliance. If NASDAQ does not accept the Company’s compliance plan, the Company will have the opportunity to appeal that decision to a Hearing Panel under Listing Rule 5815(a). The NASDAQ notification letter has no immediate effect on the listing of the Company’s common stock on the NASDAQ Capital Market.
On April 19, 2023, the Company issued a press release announcing the receipt of the non-compliance letter from NASDAQ. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated April 19, 2023 |
1
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 19, 2023 | By: | /s/ Shanchun Huang |
| Name: | Shanchun Huang | |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
Future FinTech Group ReceivesNASDAQ Notification of Noncompliance with Listing Rule 5250(c)(1)
NEW YORK, April 19, 2023 /PRNewswire/ -- Future FinTech Group Inc. (NASDAQ: FTFT) ("hereinafter referred to as “Future FinTech", "FTFT" or the “Company"), a blockchain application technology developer and a fintech service provider, announced today that on April 18, 2023, it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) stating that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of it not having timely filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 10-K”) with the Securities and Exchange Commission (“SEC”).
The Nasdaq notification letter provides the Company with 60 calendar days, or until June 20, 2023, to submit to Nasdaq a plan to regain compliance in accordance with Nasdaq’s listing requirements. If the Company’s plan is accepted, Nasdaq may grant the Company up to 180 days, or until October 16, 2023, for the Company to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Pane under Nasdaq Listing Rule 5815(a). The Nasdaq notification letter has no immediate effect on the listing of the Company’s common stock on the NASDAQ Capital Market.
The Company has been working diligently and expects to file its 2022 Form 10-K with the SEC today to regain compliance with the Nasdaq Listing Rule.
About Future FinTechGroup Inc.
Future FinTech Group Inc. is a blockchain application technology developer and fintech service provider incorporated in Florida. The Company's operations include a blockchain-based online shopping mall platform, Chain Cloud Mall ("CCM"), supply chain financing services, asset management and a money transfer service. The Company is also developing cryptocurrency mining, cryptocurrency market data services, blockchain-based e-Commerce technology, cryptocurrency investment management and financial service technology businesses. For more information, please visit http://www.ftft.com/.
Safe Harbor Statement
Certain of the statementsmade in this press release are "forward-looking statements" within the meaning and protections of Section 27A of the SecuritiesAct of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statementsinclude statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions,and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and whichmay cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results,performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historicalfact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of wordssuch as "may," "will," "anticipate," "assume," "should," "indicate," "would,""believe," "contemplate," "expect," "estimate," "continue," "plan," "pointto," "project," "could," "intend," "target" and other similar words and expressions of thefuture.
All written or oralforward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, withoutlimitation, those risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2021 andour other reports and filings with SEC. Such reports are available upon request from the Company, or from the Securities and ExchangeCommission, including through the SEC's Internet website athttp://www.sec.gov*. We have no obligation and do not undertaketo update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any suchstatements otherwise are made.*
IR Contact:
Future FinTech Group Inc.
Tel: +1-888-622-1218
Email: ir@ftft.com
SOURCE: Future FinTech Group Inc.
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