Form 8-K

8-K — Future FinTech Group Inc.

Accession: 0001213900-26-076459

Filed: 2026-07-08

Period: 2026-07-08

CIK: 0001066923

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0297411-8k_future.htm (Primary)

EX-3.1 — ARTICLES OF AMENDMENT TO THE SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF FUTURE FINTECH GROUP INC., AS FILED WITH THE SECRETARY OF STATE OF THE STATE OF FLORIDA, EFFECTIVE JULY 10, 2026 (ea029741101ex3-1.htm)

EX-99.1 — PRESS RELEASE, DATED JULY 8, 2026 (ea029741101ex99-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): July 8, 2026

Future FinTech Group

Inc.

(Exact name of registrant

as specified in its charter)

Florida

001-34502

98-0222013

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

02B-03A,

23/F, Sino Plaza, 255-257

Gloucester Road

Causeway

Bay, Hong Kong

(Address of principal

executive offices, including zip code)

852-21141970

(Registrant’s

telephone number, including area code)

N/A

(Former name or former

address, if changed since last report.)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

FTFT

Nasdaq Capital Market

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 3.03. Material Modification to Rights of Security Holders.

On July 8, 2026, Future FinTech Group Inc. (the

“Company”) filed Articles of Amendment to its Second Amended and Restated Articles of Incorporation (the “Articles of

Amendment”) with the Secretary of State of the State of Florida to effect a one-for-four (1-for-4) reverse stock split (the “Reverse

Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Articles of

Amendment shall become effective at 4:00 p.m., Eastern Time, on July 10, 2026 (the “Effective Time”). The Reverse Stock Split

was previously approved by the Company’s Board of Directors by unanimous written consent and without shareholder approval, as permitted

under Section 607.10025 of the Florida Business Corporation Act (the “FBCA”).

At the Effective Time, every four (4) shares of Common Stock issued and outstanding immediately prior to the Effective Time will be automatically

combined and reclassified into one (1) share of Common Stock, without any change to the par value of $0.001 per share. No fractional shares

of Common Stock will be issued in connection with the Reverse Stock Split; in lieu thereof, each holder of record who would otherwise

have been entitled to receive a fractional share of Common Stock will be entitled to receive one (1) whole share of Common Stock, rounded

up to the nearest whole share. Shares held in street name through a bank, broker, or other nominee will be treated in accordance with

the procedures of such bank, broker, or nominee, which may differ from the treatment of holders of record; beneficial holders should contact

their bank, broker, or nominee with any questions. The Reverse Stock Split will affect all holders of Common Stock uniformly and will

not alter any holder’s percentage ownership interest in the Company, except for de minimis changes resulting from the treatment

of fractional shares.

In connection with the Reverse Stock Split, and pursuant to Section 607.10025(7) of the FBCA, the number of authorized shares of Common

Stock will be reduced proportionally from 150,000,000 shares to 37,500,000 shares. The number of authorized shares of the Company’s

preferred stock, par value $0.001 per share, will remain unchanged at 10,000,000 shares.

Proportionate adjustments will be made to the number of shares of Common Stock issuable upon the exercise or vesting of the Company’s

outstanding stock options, warrants, and other equity-based awards, and to the applicable exercise or conversion prices thereof, in accordance

with their respective terms.

The Common Stock will begin trading on The Nasdaq

Capital Market on a reverse split-adjusted basis at the opening of trading on July 13, 2026, under the existing trading symbol “FTFT”

and under a new CUSIP number, 36117V501.

The foregoing description of the Articles of Amendment

does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of

which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

The information set forth under Item 3.03 of this

Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 7.01. Regulation FD Disclosure.

On July 8, 2026, the Company issued a press release

announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is

incorporated into this Item 7.01 by reference.

In accordance with General Instruction B.2 of

Form 8-K, the information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Articles of Amendment to the Second Amended and Restated Articles of Incorporation of Future FinTech Group Inc., as filed with the Secretary of State of the State of Florida, effective July 10, 2026.

99.1

Press Release, dated July 8, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FUTURE FINTECH GROUP INC.

Date:

July 8, 2026

By:

/s/ Hu Li

Name:

Hu Li

Title:

Chief Executive Officer

EX-3.1

Filename: ea029741101ex3-1.htm · Sequence: 2

Exhibit 3.1

ARTICLES OF AMENDMENT TO THE

SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF FUTURE FINTECH GROUP INC.

Pursuant to Sections 607.1006, 607.10025, and

607.10025(7) of the Florida Business Corporation Act (the “FBCA”), Future FinTech Group Inc., a Florida corporation (the “Corporation”),

hereby adopts these Articles of Amendment (these “Articles of Amendment”) to its Second Amended and Restated Articles of Incorporation,

as amended to date (the “Articles of Incorporation”), as follows:

1. Section 1.01 of

Article III Capital Stock of the Second Amended and Restated Articles of Incorporation of the Corporation is hereby amended and restated

in its entirety as follows, effective as of the Effective Time (as defined in paragraph 3 below):

ARTICLE III

Capital Stock (as amended)

Section 1.01. Authorized Stock.

The total number of shares of common stock, par value $0.001 per share (the “Common Stock”), which the Corporation shall

have authority to issue is 37,500,000. The total number of shares of preferred stock, par value $0.001 per share (the “Preferred

Stock”), which the Corporation shall have authority to issue is 10,000,000.

The reduction in the number of authorized shares

of Common Stock from one hundred fifty million (150,000,000) to thirty-seven million five hundred thousand (37,500,000) is made pursuant

to Section 607.10025(7) of the FBCA in connection with the reverse stock split effected pursuant to Section 1.02 of Article III set forth

in paragraph 2 below. Such reduction represents a proportional reduction of 75%, which is the same percentage as the reduction in issued

and outstanding shares of Common Stock resulting from such reverse stock split. All other provisions of Article III of the Articles of

Incorporation not expressly amended hereby shall remain unchanged and in full force and effect.

2. Section 1.02 of

Article III of the Articles of Incorporation is hereby further amended and restated in its entirety as follows, effective as of the Effective

Time:

ARTICLE III

Capital Stock (as further amended)

Section 1.02. Reverse Stock

Split. Effective as of the date and time at which these Articles of Amendment are filed with and accepted by the Florida Division

of Corporations (the “Effective Time”), each four (4) shares of the Corporation’s Common Stock, par value $0.001 per

share, issued and outstanding immediately prior to the Effective Time (the “Pre-Split Shares”) shall, automatically and without

any action on the part of the holder thereof, be combined and reclassified into one (1) validly issued, fully paid, and non-assessable

share of Common Stock, par value $0.001 per share (each, a “Post-Split Share”). No fractional shares of Common Stock shall

be issued in connection with this reverse stock split; in lieu thereof, each registered holder of Pre-Split Shares who would otherwise

be entitled to receive a fractional Post-Split Share shall receive one (1) whole share of Common Stock, rounded up to the nearest whole

share. The transfer agent of the Corporation is hereby authorized to effect such rounding on behalf of the Corporation.

3. These Articles of

Amendment shall become effective upon filing with and acceptance by the Florida Division of Corporations (the “Effective Time”).

The market effective date of the reverse stock split for trading purposes on The Nasdaq Capital Market is expected to be as soon as possible

following confirmation by Nasdaq Listing Qualifications in accordance with Nasdaq Listing Rule 5250(e)(7).

4. These Articles of

Amendment were duly adopted by the Board of Directors of the Corporation by unanimous written consent effective as of June 17, 2026, pursuant

to Section 607.0821 of the FBCA. These Articles of Amendment were adopted without shareholder action, and shareholder action was not required,

pursuant to Sections 607.10025 and 607.10025(7) of the FBCA, which expressly authorize the Board of Directors, without approval of the

shareholders, to (i) adopt articles of amendment to change each issued and outstanding share of any class of shares into a lesser number

of shares of the same class, provided that such action applies equally to all shares of the same class, and (ii) in connection therewith,

reduce the number of authorized shares of such class by the same percentage as the issued and outstanding shares are reduced.

[REMAINDER OF PAGE

INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned officer

of the Corporation, acting pursuant to authority granted by the Board of Directors, and for the purpose of amending the Corporation’s

Amended and Restated Articles of Incorporation pursuant to the laws of the State of Florida, has executed these Articles of Amendment

as of the 7th day of July, 2026.

/s/ Hu Li

Hu Li, Chief Executive Officer

Future FinTech Group Inc.

EX-99.1 — PRESS RELEASE, DATED JULY 8, 2026

EX-99.1

Filename: ea029741101ex99-1.htm · Sequence: 3

Exhibit 99.1

Future Fintech Group

Announces Reverse Stock Split

NEW YORK, July 08,

2026 (GLOBE NEWSWIRE) -- Future Future FinTech Group Inc. (Nasdaq: FTFT) (“Future FinTech”, “we” or the “Company”)

today announced that the Company’s Board of Directors approved a 1-for-4 reverse stock split (the “Reverse Stock Split”)

of the Company’s common stock (the “Common Stock”). The Company was not required to obtain shareholder approval to

effectuate the Reverse Stock Split. The Company filed articles of amendment to the Company’s Second Amended and Restated Articles

of Incorporation with the Florida Department of State, Division of Corporations which is expected to become effective as of 4 P.M. Eastern

Time on July 10, 2026. The Common Stock will begin trading on The Nasdaq Capital Market on a reverse split-adjusted basis at the start

of trading on July 13, 2026, under the symbol “FTFT” and under a new CUSIP number, 36117V501.

Upon implementation of

the Reverse Stock Split, every four shares of the Company’s issued and outstanding Common Stock will automatically convert into

one share of Common Stock without any change to the par value of $0.001 per share and the amount of Common Stock outstanding will be reduced

from approximately 7,472,707 shares to approximately 1,868,177 shares. Following the Reverse Stock Split, the ownership percentage of

each shareholder will remain unchanged. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise

of the Company’s outstanding stock options and warrants, and other incentive awards, as well as the applicable exercise price.

No fractional shares

of Common Stock will be issued in connection with the Reverse Stock Split. Instead, each holder of record who would otherwise be entitled

to receive a fractional share will receive one whole share of Common Stock, rounded up to the nearest whole share. Stockholders holding

shares in street name through a bank, broker, or other nominee will have their positions adjusted in accordance with the procedures of

such bank, broker, or nominee.

Information to Stockholders

Transhare Corporation,

the Company transfer agent, will send instructions to stockholders of record who hold stock certificates regarding the exchange of certificates

for Common Stock. Stockholders who hold their shares of Common Stock in book-entry form or in brokerage accounts or “street name”

are not required to take any action to effect the exchange of their shares of Common Stock following the Reverse Stock Split. Transhare

Corporation may be reached for questions at (303) 662-1112.

About Future FinTech

Group Inc.

Future FinTech Group

Inc. (NASDAQ: FTFT) is a comprehensive financial and digital technology service provider. The Company, through its subsidiaries, conducts

brokerage and investment banking services in Hong Kong, and engages in supply chain trading and finance businesses in China and efficient

digital financial services. For more information, please visit www.ftft.com.

Forward-Looking Statements

This press release

contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to qualify for the protection of the safe harbor

provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified by words such as

“anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,”

“plans,” “potential,” “predicts,” “projects,” “should,” “targets,” “will,”

“would,” and similar expressions, and the negatives of those terms. Forward-looking statements in this press release include,

among others, statements regarding the timing and effectiveness of the Reverse Stock Split and the anticipated market-effective and first-trading

dates; the anticipated post-split trading price of the Common Stock and the ability of the Reverse Stock Split to result in a sustained

increase in the price of the Common Stock to a level at or above $1.00 per share; the expected number of shares of Common Stock outstanding

following the Reverse Stock Split and the effect of the treatment of fractional shares; the proportional adjustment of the Company’s outstanding

stock options, warrants, and other equity awards; and the Company’s ability to regain and maintain compliance with all applicable continued

listing standards of The Nasdaq Capital Market.

These forward-looking

statements are based on the Company’s current expectations and assumptions and are subject to known and unknown risks, uncertainties,

and other factors that could cause actual results to differ materially from those expressed or implied by such statements. These risks

and uncertainties include, among others, the risk that the Reverse Stock Split does not result in a sustained increase in the price of

the Common Stock, or that the price of the Common Stock subsequently declines below $1.00 per share, which could result in non-compliance

with Nasdaq continued listing standards or delisting proceedings; the risk that the Reverse Stock Split causes the Company to fall out

of compliance with another Nasdaq listing requirement, including the requirement to maintain a minimum number of publicly held shares;

restrictions under Nasdaq rules that limit the Company’s ability to effect additional reverse stock splits within a one-year period to

regain compliance with the minimum bid price requirement; the volatility of the market price and trading volume of the Common Stock; and

general business, economic, and market conditions, as well as the other risks and uncertainties described under the heading “Risk

Factors” in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal

year ended December 31, 2025, and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Copies of these filings

are available at www.sec.gov.

Any forward-looking

statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update or revise any forward-looking

statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. You should

not place undue reliance on these forward-looking statements.

David J. Rudnick

Precept Investor Relations

LLC

ir@ftft.com

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