Securities Registration: Employee Benefit Plan (s-8)
July 07 2021 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FUTURE FINTECH GROUP INC.
(Exact name of registrant as specified in its charter)
Florida
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98-0222013
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Americas Tower, 1177 Avenue of The Americas,
Suite 5100, New York, NY
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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Future FinTech Group Inc.
2020 Omnibus Equity Plan
(Full title of the plan)
Shanchun Huang
Chief Executive Officer
Americas Tower, 1177 Avenue of The Americas,
Suite 5100, New York, NY 10036
(Name and address of agent for service)
888-622-1218
(Telephone number, including area code, of agent for service)
Copies to:
Jeffrey Li
FisherBroyles, LLP
1200 G Street, NW
Washington, D.C. 20005
(202) 830-5905
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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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. ☐
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
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Amount to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering
price (2)
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Amount of
registration
fee
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Common Stock, par value $0.001 per share
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5,000,000
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$
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2.99
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$
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14,950,000
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$
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1,631.05
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(1)
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Future FinTech Group Inc., a Florida corporation (the “Company” or “Future FinTech”), is registering 5,000,000 shares of Common Stock pursuant to the Future FinTech Group Inc. 2020 Omnibus Equity Plan (the “Plan”). Pursuant to paragraph (a) of Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also registered hereunder such indeterminate number of additional shares of Common Stock as may become issuable under the Plan as a result of stock splits, stock dividends or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
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(2)
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The offering price for these shares is estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of calculating the registration fee and is based upon the average of the high and low prices of our Common Stock as quoted on the Nasdaq Capital Market on July 6, 2021, a date within five business days of the filing date.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing
the information specified in this Part I of Form S-8 have been, or will be, sent or given to participating employees as specified by
Rule 428 under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”)
and the Note to the instructions to Part I of Form S-8, such documents are not being filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Such documents and
the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this registration statement,
taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Commission allows us to
“incorporate by reference” the information we file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference is considered part of this registration statement, and
later information that we file with the Commission will automatically update and supersede this information. We incorporate by reference
documents listed below and any future filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, until we file a post-effective amendment which indicates that all securities offered in this registration statement
have been sold or which de-registers all securities then remaining unsold.
The following documents previously
filed by the Company with the Commission are incorporated in this registration statement by reference and shall be deemed a part hereof:
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1.
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The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed on April 15, 2021;
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2.
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The Company’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2020 filed on May 17, 2021;
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4.
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The Company’s Definitive Proxy on Schedule 14A filed on October 28, 2020, amended on November 12, 2020; and
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5.
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The description of the Company’s Common Stock which is contained in the Company’s Registration Statement on Form 8-A (Registration No. 001-34502), as filed with the Commission on April 19, 2010, including any amendment or report filed for the purpose of updating such description.
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In addition, all documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicated that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
You may request a copy of
any filings referred to above (excluding exhibits), at no cost, by contacting the Company at the following address:
Future FinTech Group Inc.
Americas Tower, 1177 Avenue of The Americas,
Suite 5100, New York, NY 10036
Tel: (888) 622-1218
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Florida Business Corporation
Act provides that a person who is successful on the merits or otherwise in defense of an action because of service as an officer or director
of a corporation, is entitled to indemnification of expenses actually and reasonably incurred in such defense.
Such act also provides that
the corporation may indemnify an officer or director and advance expenses if such person acted in good faith and in a manner the person
reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to a criminal action, had no
reasonable cause to believe his conduct was unlawful.
A court may order indemnification
of an officer or director if it determines that such person is fairly and reasonably entitled to such indemnification in view of all the
relevant circumstances.
Article VIII of our Second
Amended and Restated Articles of Incorporation, as amended, authorizes us, among other things, to indemnify our officers, directors, employees
or agents against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection with certain actions, suits or proceedings if they acted in good faith and in a manner in which they reasonably
believed to be in or not opposed to our best interests and, with respect to any criminal action or proceeding, have no reasonable cause
to believe their conduct was unlawful. Article VII of our Amended and Restated Bylaws authorizes us to indemnify our officers and directors
to the fullest extent authorized or permitted by the Florida Business Corporation Act.
Our Bylaws provide that we
will indemnify our directors and officers from liabilities incurred by them in connection with actions, suits or proceedings in which
they are involved by reason of their acting as our directors and officers.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing
provisions, we have been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we
will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed
by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this
registration statement:
Exhibit
Number
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Description
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3.1
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Articles of Amendment to the Articles of Incorporation of the Registrant filed with the Department of State of Florida on March 10, 2016. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on March 15, 2016.
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3.2
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Second Amended and Restated Articles of Incorporation, dated June 6, 2017. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on June 9, 2017.
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3.3
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Amended and Restated Bylaws, dated June 6, 2017. Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the Commission on June 9, 2017.
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3.4
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Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with the Department of State of Florida on March 14, 2018. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on March 16, 2018.
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3.5
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Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with the Department of State of Florida on March 18, 2021. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on March 23, 2021.
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5.1
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Opinion of FisherBroyles, LLP*
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23.1
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Consent of B F Borgers CPA P.C.*
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23.2
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Consent of FisherBroyles, LLP (included in legal opinion filed as Exhibit 5.1).*
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24.1
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Powers of Attorney (included on signature page).*
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99.1
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Future FinTech Group Inc. 2020 Omnibus Equity Plan. Incorporated by reference to Annex A to our Definitive Proxy on Schedule 14A filed with the Commission on October 28, 2020.
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Item 9. Undertakings
(a) The undersigned registrant hereby
undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statement;
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Beijing, People’s Republic of China on July 7, 2021.
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Future FinTech Group Inc.
(Registrant)
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By:
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/s/ Shanchun Huang
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Shanchun Huang
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Chief Executive Officer and
Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below appoints Shanchun Huang as his or her true and lawful attorney-in-fact, for him/her and
in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including any post-effective amendments)
to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and any other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he/she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of
July 7, 2021.
Name and Title
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Date
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/s/ Shanchun Huang
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Shanchun Huang
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July 7, 2021
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Chief Executive Officer and Director
(principal executive officer)
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/s/ Ming Yi
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Ming Yi
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July 7, 2021
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Chief Financial Officer
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(principal financial officer and accounting officer)
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/s/ Fuyou Li
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Fuyou Li, Director and
Chairman of the Board
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July 7, 2021
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/s/ Johnson Lau
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Johnson Lau, Director
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July 7, 2021
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/s/ Ying Li
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Ying Li, Director
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July 7, 2021
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/s/ Mingjie Zhao
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Mingjie Zhao, Director
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July 7, 2021
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