Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On July 29, 2026, Future FinTech Group Inc., a Florida corporation (the "Company"), entered into Securities Purchase Agreements (collectively, the "SPA") with certain purchasers named therein (collectively, the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company, an aggregate of 30,000,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $1.00 per share, for aggregate gross proceeds to the Company of $30,000,000 (the "Offering"). Wealth Index Capital Limited ("WICL"), which purchased 10,000,000 of the Shares, is wholly owned and controlled by Mr. Shanchun Huang, its sole member. Mr. Huang is the Company's controlling shareholder and served as the Company's Chief Executive Officer from 2020 to August 2024. Prior to the Offering, WICL beneficially owned approximately 27.0% of the Company's outstanding Common Stock, and immediately following the Offering WICL beneficially owns approximately 32.9% of the outstanding Common Stock. Except as described in this Item 1.01, none of the Purchasers has any material relationship with the Company or any of its affiliates, directors or officers.

The per-share purchase price for the Shares was fixed at $1.00, which was at a premium to (and in any event not less than) the "Minimum Price" as defined in Nasdaq Listing Rule 5635(d)(1)(A), being the lower of (i) the Nasdaq official closing price of the Common Stock immediately preceding the signing of the SPA and (ii) the average Nasdaq official closing price of the Common Stock for the five trading days immediately preceding the signing of the SPA. Accordingly, the Company does not believe stockholder approval of the Offering is required under Nasdaq Listing Rule 5635(d). No Shares will be issued to any Purchaser to the extent that such issuance, together with securities held by such Purchaser and its affiliates and any group of which such Purchaser is a member, would result in such Purchaser beneficially owning in excess of 19.99% of the Company's outstanding Common Stock immediately after giving effect to such issuance, or would otherwise result in a "change of control" of the Company within the meaning of Nasdaq Listing Rule 5635(b), unless and until the Company obtains stockholder approval in accordance with applicable Nasdaq rules.

The SPA contemplated that the Company and the Purchasers would enter into a registration rights agreement with respect to the Shares. Effective August 4, 2026, the Company and each Purchaser agreed in writing that no such agreement will be entered into, and each Purchaser irrevocably waived any and all registration rights with respect to the Shares. The Company has no obligation to register the offer or resale of the Shares, which remain "restricted securities" that may be resold only pursuant to an effective registration statement under the Securities Act of 1933, as amended, or an available exemption therefrom.

The Shares were offered and sold to the Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D and/or Regulation S promulgated thereunder, as each Purchaser represented that it is a "non-U.S. person" as defined in Regulation S acquiring the Shares for investment purposes and not with a view to distribution. The offer and sale of the Shares were made in offshore transactions and without any form of general solicitation or general advertising.