Webplus: SPU/20201007/S-8/1/000.htm SEC Original: ea127720-s8_futurefintech.htm
(Telephone number, including area code, of agent for service)
|Non-accelerated filer☒||Smaller reporting company☒|
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||Amount to be
per share (2)
|Common Stock, par value $0.001 per share||3,000,000||$||2.27||$||6,810,000||$||742.97|
|(1)||Future FinTech Group Inc., a Florida corporation (the “Company” or “Future FinTech”), is registering 3,000,000 shares of Common Stock pursuant to the Future FinTech Group Inc. 2019 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 similar transactions that result in an increase in the number of the registrant’s outstanding shares of Common Stock.|
|(2)||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 October 6, 2020, a date within five business days of the filing date.|
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(b)(1) 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.
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:
|1.||The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019;|
|2.||The Company’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020;|
|3.||The Company’s Current Reports on Forms 8-K filed on September 28, 2020, September 21, 2020, August 7, 2020; July 29, 2020; July 17, 2020; July 16, 2020; June 18, 2020; and June 15, 2020;|
|4.||The Company’s Definitive Proxy on Schedule 14A filed on February 3, 2020; and|
|5.||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.|
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.
Room 2302, South Tower T1, Kaisa Plaza
No. 86 Jianguo Avenue, Chaoyang District
Beijing, China 100025
Tel: (86-10) 8353-0888
Item4.Description of Securities.
Item 5. Interests of Named Experts and Counsel.
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.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement:
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.
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 October 7, 2020.
|Future FinTech Group Inc.
|By:||/s/ Shanchun Huang|
|Chief Executive Officer and
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below appoints Shanchun Huang as his true and lawful attorney-in-fact, for him and in his 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 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 October 7, 2020.
|Name and Title||Date|
|/s/ Shanchun Huang|
|Shanchun Huang||October 7, 2020|
Chief Executive Officer and Director
(principal executive officer)
|/s/ Jing Chen|
|Jing Chen||October 7, 2020|
|Chief Financial Officer|
(principal financial officer and
|/s/ Yongke Xue|
|Yongke Xue, Director and
Chairman of the Board
|October 7, 2020|
|/s/ Johnson Lau|
|Johnson Lau, Director||October 7, 2020|
|/s/ Fuyou Li|
|Fuyou Li, Director||October 7, 2020|
|/s/ Mingjie Zhao|
|Mingjie Zhao, Director||October 7, 2020|
Webplus: SPU/20201007/S-8/2_EX-5.1/000.htm SEC Original: ea127720ex5-1_futurefin.htm
1200 G Street, Suite 800 Washington DC 20005 www.FisherBroyles.com October 7, 2020 Future FinTech Group Inc. Room 2302, South Tower T1, Kaisa Plaza No. 86 Jianguo Avenue, Chaoyang District Beijing, China Ladies and Gentlemen: Company Registration Statement Commission Securities Act Shares Plan We have acted as counsel to Future FinTech Group Inc., a Florida corporation (the “ Opinion FBCA We
1200 G Street, Suite 800
Washington DC 20005
October 7, 2020
Future FinTech Group Inc.
Room 2302, South Tower T1, Kaisa Plaza
No. 86 Jianguo Avenue, Chaoyang District
Ladies and Gentlemen:
We have acted as counsel to Future FinTech Group Inc., a Florida corporation (the “Company”), in connection with the filing on the date hereof of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 3,000,000 shares of the Company’s common stock, par value $0.001 (the “Shares”), issuable under the Company’s 2019 Omnibus Equity Plan (the “Plan”).
The opinion hereinafter set forth is given with regard to the Registration Statement, at the request of the Company, pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K. The only opinion rendered by this firm consists of the matter set forth in numbered paragraph (1) below (our “Opinion”), and no opinion is implied or to be inferred beyond such matter. Additionally, our Opinion is based upon and subject to the qualifications, limitations and exceptions set forth in this letter.
In rendering our Opinion, we have examined such agreements, documents, instruments and records as we deemed necessary or appropriate under the circumstances for us to express our Opinion, including, without limitation, the Second Amended and Restated Articles of Incorporation of the Company, as amended, the Amended and Restated Bylaws of the Company, as amended, the record of corporate proceedings, and the Plan. In making all of our examinations, we assumed the genuineness of all signatures, the authority of the persons who executed such documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the due execution and delivery of all documents by any persons or entities where due execution and delivery by such persons or entities is a prerequisite to the effectiveness of such documents. As to various factual matters that are material to our Opinion, we have relied upon certificates of public officials and certificates, resolutions, documents, statements and other information of the Company or its representatives. In addition, for purposes of the Opinion, we have assumed that a sufficient number of authorized but unissued shares of the Company’s common stock, par value $0.001 per share, will be available for issuance when the Shares are issued and that the Company is and shall remain validly existing as a corporation under the laws of the Florida Business Corporation Act (“FBCA”). We have not independently verified or investigated, nor do we assume any responsibility for, the factual accuracy or completeness of such factual statements.
We do not herein express any opinion concerning any matter respecting or affected by any laws other than provisions of the FBCA.We are generally familiar with the FBCA as currently in effect. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws, the laws of any other jurisdiction or the local laws of any jurisdiction. The Opinion hereinafter set forth is based upon pertinent laws and facts in existence as of the date hereof, and we expressly disclaim any obligation to advise you of changes to such pertinent laws or facts that hereafter may come to our attention.
Based upon and subject to the foregoing, we are of the following opinion:
(1) the Shares, when, and if, issued in accordance with the terms of the Plan,and, in the case of options granted thereunder to acquire Shares, upon due exercise and payment therefor, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
|Very truly yours,|
|/s/ FisherBroyles, LLP|
Webplus: SPU/20201007/S-8/3_EX-23.1/000.htm SEC Original: ea127720ex23-1_futurefin.htm
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Lakewood, Colorado October 7, 2020 EX-23.1 3 ea127720ex23-1_futurefin.htm CONSENT OF B F BORGERS CPA P.C.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in this Registration Statement on Form S-8 of our report dated June 2, 2020, relating to the consolidated financial statements of Future FinTech Group, Inc. as of and for the year ended December 31, 2019 to all references to our firm included in this Registration Statement filed with the U.S. Securities and Exchange Commission on October 7, 2020.
/S/ B F Borgers CPA PC
October 7, 2020
Webplus: SPU/20201007/S-8/4_EX-23.2/000.htm SEC Original: ea127720ex23-2_futurefin.htm
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 of Future FinTech Group Inc. of our report dated August 25, 2019 relating to the financial statements for the year ended December 31, 2018, which appear in the 2018 Annual Report on Form 10-K. We also consent to
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 of Future FinTech Group Inc. of our report dated August 25, 2019 relating to the financial statements for the year ended December 31, 2018, which appear in the 2018 Annual Report on Form 10-K. We also consent to the reference to us under the heading “Experts” in this Registration Statement.
|/s/ Wang Certified Public Accountant,P.C.|
|Wang Certified Public Accountant, P.C.|
Oct. 06, 2020
Ticker: SPU, Company: Future FinTech Group Inc., Type: S-8, Date: 2020-10-07CIK: 0001066923, Location: F4, SIC: 7389, SIC Desc: SERVICES-BUSINESS SERVICES, NEC
Business Phone & Address:
ROOM 2103, 21ST FLOOR, SK TOWER 6A, JIANGUOMENWAI AVENUE, CHAOYANG DISTRICT