Item 1.01 Entry into a Material Definitive Agreement
On January 25, 2020, Future FinTech Group Inc., a Florida corporation (the
"Company"), entered into a Consulting Service Agreement (the "Agreement") with
Dragon Investment Holding Limited (Malta) (the "Consultant"), a company
incorporated in Malta, pursuant to which Consultant will: (i) help the Company
to locate new merger projects globally, develop new merger strategy and provide
the Company with at least five (5) merger and acquisition targets that have
synergy with the Company's business and development plans and could clearly
contribute to the Company's strategic goals each year; (ii) help the Company to
map out new growth strategies in addition to its current business; (iii) work
with the Company to explore new lines of business and associated growth
strategies; and (iv) conduct market research and evaluating variable projects
and providing feasibility studies per Company's request from time to time. The
term of the Agreement is three years. In consideration of the services to be
provided by Consultant to the Company, the Company agrees to pay the Consultant
a three-year consulting fee totaling $ 3 million. The Company shall issue a
total of 3,750,000 restricted shares of common stock of the Company (the
"Shares") at a price of $0.80 per share as the payment for the above mentioned
consultant fee to the Consultant. The parties agree that no shares will be
issued until the board of directors of the Company (the "Board") and NASDAQ
approve the issuance of the Shares. The Company agrees to issue the Shares in
the name of the Consultant within 10 days after approval from the Board and
NASDAQ, among which 1,500,000 shares should be released to the Consultant
immediately upon issuance, 1,125,000 shares will be held by the Company and
released to the Consultant on January 25, 2021 if this Agreement has not been
terminated and there has been no breach of Agreement by the Consultant at such
time, and the last 1,125,000 shares will be held by the Company and released to
the Consultant on January 25,2022 if this Agreement has not been terminated and
there has been no breach of the Agreement by the Consultant at such time. If the
second and/or third release of the shares mentioned above does not occur, such
shares shall be returned to the Company as treasury shares. If NASDAQ does not
approve the issuance of the Shares, the parties agree to negotiate other payment
methods and, if no agreement can be reached by the parties, this Agreement shall
be terminated immediately. The shares contemplated in the Agreement will be
issued pursuant to the exemption from registration provided by Regulation S
promulgated under the Securities Act of 1933, as amended.
The Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The
foregoing summary of the terms of the Agreement is subject to, and qualified in
its entirety by, the Agreement, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
Please see the disclosure set forth under Item 1.01, which is incorporated by
reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed with this report.
Exhibits
Number Description
10.1 Consulting Service Agreement by and between Future FinTech Group Inc.
and Dragon Investment Holding Limited (Malta) dated January 25, 2020.
1
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