05/26/2026 | Press release | Distributed by Public on 05/26/2026 14:40
Item 1.01. Entry Into A Material Definitive Agreement.
Pre-Paid Purchase #3
As previously disclosed, on July 28, 2025, Future FinTech Group Inc. (the "Company") entered into a Pre-Paid Securities Purchase Agreement (the "Pre-Paid SPA") with Avondale Capital, LLC (the "Investor") providing for potential funding of up to $10,000,000 through the issuance of pre-paid purchase instruments (each, a "Pre-Paid Instrument," and collectively, the "Pre-Paid Instruments"). The Pre-Paid SPA and transactions contemplated thereunder were approved by the Company's shareholders in a special shareholders meeting held on September 5, 2025.
At the initial closing, the Company received $800,000 in gross proceeds and issued a Pre-Paid Instrument with a principal amount of $884,000 (the "Pre-Paid Purchase #1"). On September 22, 2025, the Company issued a Pre-Paid Instrument with a principal amount of $1,080,000 in exchange for $1,000,000 in cash proceeds (the "Pre-Paid Purchase #2").
On May 20, 2026, the Company entered into Pre-Paid Purchase #3 (the "Pre-Paid Purchase #3") with the investor, pursuant to the Pre-Paid SPA. Under Pre-Paid Purchase #3, the Company issued a Pre-Paid Instrument with a principal amount of $2,160,000 in exchange for $2,000,000 in cash proceeds, reflecting an 8% original issue discount (OID) of $160,000, which is included in the initial principal balance of the Pre-Paid Instrument and is deemed fully earned and non-refundable as of the purchase date. The material economic and settlement terms of Pre-Paid Purchase #3 are substantially consistent with Pre-Paid Purchase #1 and #2, which was previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2025 and September 26, 2025. The foregoing description of Pre-Paid Purchase #3 does not purport to be complete and is qualified in its entirety by reference to the full text of Pre-Paid Purchase #3, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The shares of Common Stock issued or issuable pursuant to the Pre-Paid SPA (including Pre-Paid Purchase #1, Pre-Paid Purchase #2 and Pre-Paid Purchase #3) were registered under the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 30, 2025.