Form 8-K
8-K — Future FinTech Group Inc.
Accession: 0001213900-26-085281
Filed: 2026-08-04
Period: 2026-07-29
CIK: 0001066923
SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Financial Statements and Exhibits
Documents
8-K — ea0300532-8k_future.htm (Primary)
EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED AS OF JULY 29, 2026, BY AND AMONG FUTURE FINTECH GROUP INC. AND THE PURCHASERS NAMED THEREIN (ea030053201ex10-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
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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 29, 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 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.
1
The foregoing description of the SPA
does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a
copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales
of Equity Securities.
The disclosure set forth in Item
1.01 above is incorporated herein by reference.
On July 30, 2026, the Company received
the aggregate Purchase Price from the Purchasers and, upon the terms and subject to the conditions set forth in the SPA, issued an aggregate
of 30,000,000 Shares to the Purchasers. The Shares were sold for aggregate cash consideration of $30,000,000, or $1.00 per Share. No underwriting
discounts or commissions were paid, and no underwriter or placement agent was engaged, in connection with the offer and sale of the Shares.
Immediately following the issuance of the Shares, the Company had 32,080,831 shares of Common Stock issued and outstanding. The Shares
were not registered under the Securities Act and were issued in reliance on the exemptions from registration described in Item 1.01 above.
The certificates representing the Shares bear a restrictive legend under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Exhibit Title or Description
10.1
Securities Purchase Agreement, dated as of July 29, 2026, by and among Future FinTech Group Inc. and the Purchasers named therein.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
SIGNATURES
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: August 4, 2026
By:
/s/ Hu Li
Name:
Hu Li
Title:
Chief Executive Officer
3
EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED AS OF JULY 29, 2026, BY AND AMONG FUTURE FINTECH GROUP INC. AND THE PURCHASERS NAMED THEREIN
EX-10.1
Filename: ea030053201ex10-1.htm · Sequence: 2
Exhibit 10.1
SECURITIES
PURCHASE AGREEMENT
This
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of July [ 29 ], 2026 by and among Future FinTech Group
Inc., a Florida corporation, (the “Company”), and individuals listed in Exhibit B hereto and each affixes its
signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).
RECITALS
WHEREAS,
the Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from
securities registration afforded by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and/or Regulation
S (“Regulation S”) and/or Rule 506(b) of Regulation D (“Regulation D”), in each case as promulgated under
the Securities Act;
WHEREAS,
the Company is offering certain shares of its common stock, par value $0.001 per share, (the “Common Stock”) at a price per
share equal to the Per Share Purchase Price (as defined below) to the Purchasers;
WHEREAS,
the Company is offering up to 30,000,000 shares of Common Stock to the Purchasers listed in Exhibit B, who severally but not jointly
enters into this Agreement and makes representations and warranties hereunder;
WHEREAS,
the Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for its own account for the purpose
of investment;
1
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
ARTICLE
I
Purchase
and Sale of the Shares
Section
1.1 Purchase Price and Closing.
(a) Subject
to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance
upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase at a price
per Share equal to the Per Share Purchase Price (as defined in Section 1.1(d)),
such number of shares of Common Stock (each a “Share”
and collectively the “Shares”) for an aggregate price listed on the signature page hereto (the “Purchase
Price”).
(b) Subject
to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Shares (the “Closing”)
shall take place at the office of the Company, on the date of the occurrence of completion of and receipt by the Company of the Purchase
Price (the “Closing Date”).
(c) Subject
to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to the Purchaser (i)
a certificate for such number of Shares, and (ii) the Registration Rights Agreement, dated as of the Closing Date, by and among the Company
and the Purchasers (the “ Registration Rights Agreement” ), duly executed by the Company, and (iii) any other documents required
to be delivered pursuant to this Agreement. At the time of the Closing, the Purchaser shall have delivered its Purchase Price by wire
transfer pursuant to the wire information provided by the Company, and shall have delivered to the Company a counterpart of the Registration
Rights Agreement, duly executed by such Purchaser.
(d) Per
Share Purchase Price. The purchase price per Share (the “Per Share Purchase Price”) shall be equal to 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 (as reflected on Nasdaq.com) immediately preceding the signing of this Agreement; and (ii) the average Nasdaq Official Closing
Price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of this Agreement.
The parties acknowledge that the Per Share Purchase Price is at least equal to the Minimum Price, such that the issuance of the Shares
will not require shareholder approval under Nasdaq Listing Rule 5635(d).
(e) Ownership
Limitation. Notwithstanding anything to the contrary herein, the Company shall not issue or sell, and no Purchaser shall purchase,
any Shares to the extent that, after giving effect to such issuance, such Purchaser, together with its affiliates and any other persons
whose beneficial ownership of Common Stock would be aggregated with such Purchaser’s for purposes of the rules of The Nasdaq Stock
Market LLC (“Nasdaq”), would beneficially own in excess of 19.99% of the number of shares of Common Stock issued and outstanding
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), in each case unless and until the Company has obtained the approval of its stockholders in
accordance with the applicable Nasdaq Listing Rules. The number of Shares to be purchased by any Purchaser hereunder, and the corresponding
Purchase Price, shall be reduced to the extent necessary to comply with this Section 1.1(e).
2
ARTICLE
II
Representations
and Warranties
Section
2.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser on behalf of itself,
its subsidiaries (as hereinafter defined), as of the date hereof, as follows:
(a) Organization,
Good Standing and Power. The Company is a corporation or other entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and respectively, has the requisite
corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company
and each of its subsidiaries is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate)
in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e) hereof).
(b) Corporate
Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement, and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery and performance of
this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly
authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders
is required. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservator ship, receiver ship or similar laws relating to, or affecting generally
the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.
(c) Capitalization.
The authorized capital stock of the Company consists of 37,500,000 shares of Common Stock, par value $0.001 per share, and 10,000,000
shares of preferred stock, par value $0.001 per share. As of July 27, 2026, [2,080,831] shares of Common Stock were issued and outstanding
and no shares of preferred stock were issued and outstanding. All of such issued and outstanding shares of Common Stock have been duly
authorized and validly issued and are fully paid and non-assessable.
(d) Issuance
of Shares. The Shares to be issued at the Closing have been duly authorized by all necessary corporate action, when paid for or issued
in accordance with the terms hereof, shall be validly issued and outstanding, fully paid and non-assessable.
3
(e) Compliance
with Law. The Company and its subsidiaries have all material permits, licenses, consents and other governmental or regulatory authorizations
and approvals necessary for the conduct of their respective business as now being conducted by it unless the failure to possess such
permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean (i) any material adverse
effect upon the assets, properties, financial condition, business of the Company, and its subsidiaries, when taken as a consolidated
whole, and/or (ii) any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of
the Company to perform any of its material covenants, agreements and obligations under this Agreement.
(f) No
Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions
contemplated herein and therein do not and will not (i) violate any provision of the Company’s Articles of Incorporation or Bylaws,
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture,
note, bond, license, lease agreement, instrument or obligation to which the Company is a party or by which it or its properties or assets
are bound, (iii) create or impose a lien, mortgage, security interest, pledge, charge or encumbrance (collectively, “Lien”)
of any nature on any property of the Company under any agreement or any commitment to which the Company is a party or by which the Company
is bound or by which any of its respective properties or assets are bound, or (iv) result in a violation of any federal, state, local
or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable
to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries are bound or affected,
provided, however, that, excluded from the foregoing in all cases are such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect.
(g) Certain
Fees. No brokers fees, finders fees or financial advisory fees or commissions will be payable by the Company with respect to the
transactions contemplated by this Agreement.
Section
2.2 Representations and Warranties of the Purchaser. Each Purchaser, severally but not jointly, hereby makes the following representations
and warranties to the Company as of the date hereof:
(a) No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by such Purchaser of the transactions contemplated
hereby and thereby or relating hereto do not and will not conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of
any agreement, indenture or instrument or obligation to which such Purchaser is a party or by which its properties or assets are bound,
or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable
to such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate,
have a material adverse effect on such Purchaser). Such Purchaser is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations
under this Agreement, provided, that for purposes of the representation made in this sentence, such Purchaser is assuming and relying
upon the accuracy of the relevant representations and agreements of the Company herein.
4
(b) Status
of Purchaser. The Purchaser is a “non-US person” as defined in Regulation S. The Purchaser further makes the representations
and warranties to the Company set forth on Exhibit A. The Purchaser has completed and delivered to the Company an investor questionnaire
in the form attached hereto as Exhibit C (the “Investor Questionnaire”) indicating, among other things, whether the
Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).
All information provided by the Purchaser in the Investor Questionnaire is true, correct and complete as of the date hereof and shall
be true, correct and complete as of the Closing Date, and the Purchaser shall promptly notify the Company in writing of any change in
such information occurring prior to the Closing. If the Purchaser has indicated in the Investor Questionnaire that it is an Accredited
Investor, the Purchaser hereby represents and warrants that it is an Accredited Investor as of the date hereof and as of the Closing
Date. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Purchaser is not
a broker-dealer, nor an affiliate of a broker-dealer.
(c) Reliance
on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from
the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy
of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the
Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire
the Shares.
(d) Information.
The Purchaser and its advisors, if any, have had the opportunity to ask questions of management of the Company and its subsidiaries and
have been furnished with all information relating to the business, finances and operations of the Company and information relating to
the offer and sale of the Shares which have been requested by the Purchaser or its advisors. Neither such inquiries nor any other due
diligence investigation conducted by the Purchaser or any of its advisors or representatives shall modify, amend or affect the Purchaser’s
right to rely on the representations and warranties of the Company contained herein. The Purchaser understands that its investment in
the Shares involves a significant degree of risk. The Purchaser further represents to the Company that the Purchaser’s decision
to enter into this Agreement has been based solely on the independent evaluation of the Purchaser and its representatives.
(e) Governmental
Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency has
passed upon or made any recommendation or endorsement of the Shares.
5
(f) Transfer
or Re-sale. The Purchaser understands that the sale or re-sale of the Shares has not been and is not being registered under the Securities
Act or any applicable state securities laws, and the Shares may not be transferred unless (i) the Shares are sold pursuant to an effective
registration statement under the Securities Act, (ii) the Purchaser shall have delivered to the Company an opinion of counsel that shall
be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Shares to be sold
or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable
to the Company, (iii) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the
Securities Act (or a successor rule) (“Rule 144”)) of the Purchaser who agrees to sell or otherwise transfer the Shares
only in accordance with this Section 2.2(f) and who is a non-US person, (iv) the Shares are sold pursuant to Rule 144, or (v) the Shares
are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”).
(g) Legends.
The Purchaser understands that the Shares shall bear a restrictive legend in the form as set forth under Section 5.1 of this Agreement.
The Purchaser understands that, until such time the Shares may be sold pursuant to Rule 144 or Regulation S without any restriction as
to the number of securities as of a particular date that can then be immediately sold, the Shares may bear a restrictive legend in substantially
the form set forth under Section 5.1 (and a stop-transfer order may be placed against transfer of the certificates evidencing such Securities).
(h) Residency. The
Purchaser is a resident of the jurisdiction set forth immediately below such Purchaser’s name on the signature pages hereto.
(i) No
General Solicitation. The Purchaser acknowledges that the Shares were not offered to such Purchaser by means of any form of general
or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement,
article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio,
or (ii) any seminar or meeting to which such Purchaser was invited by any of the foregoing means of communications.
(j) Rule
144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities
Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 and Rule
144A, of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”),
and that such person has been advised that Rule 144 and Rule 144A, as applicable, permits resales only under certain circumstances. Such
Purchaser understands that to the extent that Rule 144 or Rule 144A is not available, such Purchaser will be unable to sell any Shares
without either registration under the Securities Act or the existence of another exemption from such registration requirement.
(k) Brokers.
Purchaser does not have any knowledge of any brokerage or finder’s fees or commissions that are or will be payable by the Company
to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person or entity with respect
to the transactions contemplated by this Agreement.
(l) Acquisition
for Investment. The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for the its
own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone.
6
(m) Independent
Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreement,
and such Purchaser confirms that it has not relied on the advice of any other person’s business and/or legal counsel in making
such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company
to the Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice. Such Purchaser has consulted
such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase
of the Securities.
ARTICLE
III
Covenants
Section
3.1 Confidential Information. The Purchaser agrees that such Purchaser and its employees, agents and representatives will keep
confidential and will not disclose, divulge or use (other than for purposes of monitoring its investment in the Company) any confidential
information which such Purchaser may obtain from the Company pursuant to financial statements, reports and other materials submitted
by the Company to such Purchaser pursuant to this Agreement, unless such information is known to the public through no fault of such
Purchaser or his or its employees or representatives; provided, however, that a Purchaser may disclose such information (i) to its attorneys,
accountants and other professionals in connection with their representation of such Purchaser in connection with such Purchaser’s
investment in the Company, (ii) to any prospective permitted transferee of the Shares, so long as the prospective transferee agrees to
be bound by the provisions of this Section 3.1, or (iii) to any general partner or affiliate of such Purchaser.
ARTICLE
IV
CONDITIONS
Section
4.1 Conditions Precedent to the Obligation of the Company to Sell the Shares. The obligation hereunder of the Company to issue
and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These
conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.
(a) Accuracy
of the Purchaser’s Representations and Warranties. The representations and warranties of the Purchaser in this Agreement shall
be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except
for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects
as of such date.
7
(b) Performance
by the Purchaser. The Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the Closing.
(c) No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.
(d) Delivery
of Purchase Price. The Purchase Price for the Shares shall have been delivered to the Company.
(e) Delivery
of this Agreement. This Agreement shall have been duly executed and delivered by the Purchaser to the Company.
(f) Investor
Questionnaire. The Purchaser shall have completed and delivered to the Company the Investor Questionnaire, and the information contained
therein shall be true and correct as of the Closing Date.
Section
4.2 Conditions Precedent to the Obligation of the Purchaser to Purchase the Shares. The obligation hereunder of the Purchaser
to acquire and pay for the Shares offered in this Agreement is subject to the satisfaction or waiver, at or before the Closing, of each
of the conditions set forth below. These conditions are for the Purchaser’s sole benefit and may be waived by such Purchaser at
any time in its sole discretion.
(a) Accuracy
of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement
shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except
for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects
as of such date.
(b) Performance
by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.
(c) No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.
(d) Certificates.
The Company shall have executed and delivered to the Purchaser the certificates for the Shares being acquired by such Purchaser immediately
after the Closing to such address set forth next to the Purchaser with respect to the Closing.
(e) Resolutions.
The Board of Directors of the Company shall have adopted resolution consistent with Section 2.1 hereof in a form reasonably acceptable
to such Purchaser (the “Resolution”).
8
ARTICLE
V
Stock
Certificate Legend
Section
5.1 Legend. Each certificate representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the
following form (in addition to any legend required by applicable state securities or “blue sky” laws):
THESE
SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES WERE ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT PURSUANT TO REGULATION S PROMULGATED UNDER IT. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF IN THE UNITED STATES UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. FURTHER, HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.
ARTICLE
VI
Indemnification
Section
6.1 General Indemnity. The Company agrees to indemnify and hold harmless the Purchaser (and their respective directors, officers,
managers, partners, members, shareholders, affiliates, agents, successors and assigns) from and against any and all losses, liabilities,
costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by
the Purchaser as a result of any breach of the representations, warranties or covenants made by the Company herein. The Purchaser, severally
but not jointly, agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns
from and against any and all losses, liabilities, costs, damages and expenses (including, without limitation, reasonable attorneys’
fees, charges and disbursements) incurred by the Company as a result of any breach of the representations, warranties or covenants made
by such Purchaser herein. The maximum aggregate liability of the Purchaser pursuant to its indemnification obligations under this Article
VI shall not exceed the portion of the Purchase Price paid by the Purchaser hereunder. The maximum aggregate liability of the Company
to any Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price
paid by such Purchaser hereunder. In no event shall any “Indemnified Party” (as defined below) be entitled to recover consequential
or punitive damages resulting from a breach or violation of this Agreement.
9
ARTICLE
VII
Miscellaneous
Section
7.1 Fees and Expenses. Except as otherwise set forth in this Agreement, each party shall pay the fees and expenses of its advisors,
counsel, accountants and other experts, if any, and all other expenses, incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement.
Section
7.2 Specific Enforcement, Consent to Jurisdiction.
(a) The
Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof or thereof, this being in addition to any other remedy to which any of them may be entitled by law or
equity.
(b) Each
of the Company and the Purchaser (i) hereby irrevocably submits to the jurisdiction of the United States District Court sitting in the
Southern District of New York and the courts of the State of New York located in New York county for the purposes of any suit, action
or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby and (ii) hereby waives,
and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such
court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is
improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law.
Section
7.3 Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement of the parties with respect to
the matters covered hereby and, except as specifically set forth herein, neither the Company nor any of the Purchaser makes any representations,
warranty, covenant or undertaking with respect to such matters and they supersede all prior understandings and agreements with respect
to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended other than by a written
instrument signed by the Company and the Purchaser, and no provision hereof may be waived other than by a written instrument signed by
the party against whom enforcement of any such waiver is sought.
10
Section
7.4 Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted
under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing
and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day
of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt
requested, two (2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid),
on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if
delivered by facsimile transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or
if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending
party’s telecopier machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because
of a changed address of which no notice was given (in accordance with this Section 7.4), or the refusal to accept same, the notice, demand,
consent, request, instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced
by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent
to the following addresses or facsimile numbers as applicable:
If
to the Company:
02B-03A,
23/F, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong
If
to Purchaser:
The
address listed on Exhibit B
Any
party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed address
to the other party hereto.
Section
7.5 Waivers. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any
delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.
Section
7.6 Headings. The section headings contained in this Agreement (including, without limitation, section headings and headings in
the exhibits and schedules) are inserted for reference purposes only and shall not affect in any way the meaning, construction or interpretation
of this Agreement. Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate.
References to the singular shall include the plural and vice versa.
11
Section
7.7 Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company
or the Purchaser, as applicable. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted
successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party
other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.
Section
7.8 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New
York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of
another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement
to be drafted.
Section
7.9 Survival. The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof
and the Closing hereunder for a period of one (1) year following the Closing Date.
Section
7.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts
have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile transmission or .pdf scanned copy, such signature shall create
a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect
as if such facsimile or .pdf scanned copy signature were the original thereof.
Section
7.11 Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall
determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision
or part of a provision of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable
provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable
to the maximum extent possible.
Section
7.12 Individual Capacity. Each Purchaser enters into this Agreement on its own capacity, and not as a group with other Purchasers.
Each Purchaser, severally but not jointly, makes representations and warranties contained under this Agreement.
Section
7.13 Termination. This Agreement may be terminated prior to Closing by mutual written agreement of the Purchaser and the Company.
Section
7.14. Language. The Agreement is in both English and Chinese, which both have binding effects. If there is any conflict between
the English and Chinese language, English language prevails.
[Remainder
of Page Intentionally Left Blank; Signature Pages Follow]
12
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date
first above written.
The
Company:
By:
/s/
Hu Li
Name:
Hu Li
Title:
Chief Executive Officer
[Signature
Page of the Company]
13
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Wealth
Index Capital Limited
Name:
Wealth Index Capital Limited
Number
of Shares Purchased : 10,000,000
Total
Purchase Price: ($ 1.0 x 10,000,000) $ 10,000,000
Address
of Purchaser
No.3-2-205
Xi Jing Road, Ba Da Chu Gao Ke Ji Yuan Qu, Shi Jing Sha District, Beijing, China
14
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Sun Tao
Name:
Sun Tao
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser : No.5202, Building 316, Laodongyifang, Lianhu District, Xi’an, Shaanxi, China
15
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Hu Junfeng
Name:
Hu Junfeng
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser
No.138,
Zu 3, Hujiadi Village, Litai Town, Yangling District, Xianyang City, China
16
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Ao Quanfang
Name:
Ao Quanfang
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser :4-3-4 No.7 Binhe Road, Qindu Qu, Xianyang, Shaanxi, China
17
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Li Yali
Name:
Li Yali
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser : No.6 Nanxinzhuang village, Longhuadian Town, Hejian City, HeBei Province, China
18
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Liu Zhifen
Name:
Liu Zhifen
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser : 4-4-8, No. 11, Jianhang qinbaoxiaoqu, Fuan Road, Qindu District, Xianyang, Shaanxi, China
19
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Tong Junyan
Name:
Tong Junyan
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser : 1-7-13, No. 209 Qingnian Road, Lianhu District, Xi’an, China
20
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Xu Fan
Name:
Xu Fan
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser : No,9, Floor 16, 103 Jiefang, Xi Yi, Lianhu District, Xi’an, China
21
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Xu Haifeng
Name:
Xu Haifeng
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser : No.582, 3 Zu, Xuxiwan Village, Litai Town, Yang Ling, Xianyang City, Shaanxi, China
22
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Wu Xiaoping
Name:
Wu Xiaoping
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser : 1-2-1, Building4, Mingdemeng Xiaoqu, Yanta District, Xi’an, China
23
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Wang Nan
Name:
Wang Nan
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser : No. 21, Yangdong Zu, Shi Village, Yanwang Town, Jingyang County, Shaanxi, China
24
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Han Mainao
Name:
Han Mainao
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser : 41-26-101, Renmindong Road, Weicheng District, Xianyang, Shaanxi, China
25
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Zhai Xiaojuan
Name:
Zhai Xiaojuan
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser : Zu 2, Dongshizi Village, Fanjia Town, Dali County, Shaanxi, China
26
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Deng Ting
Name:
Deng Ting
Number
of Shares Purchased 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser : Zu 10, Jinyu Village, WenSheng Town, Shehong County, Sichuan, China
27
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Feng Yulong
Name:
Feng Yulong
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser : No.5 Taiyi Street, TaiyiGongTown, Changan District, Xi’an, China
28
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Li Fang
Name:
Li Fang
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser : 6-3-13, No. 106 Wanshounan Road, Xincheng District, Xi’an, China
29
Signature
Page of the Purchaser
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
The
Purchaser:
By:
/s/ Li Gaoqiang
Name:
Li Gaoqiang
Number
of Shares Purchased : 1,250,000
Total
Purchase Price: ($ 1.0 x 1,250,000) $1,250,000
Address
of Purchaser : No. 80, Building 20, No.37 Renminxi Road, Xian Yang, Shaanxi, China
30
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
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dei_PreCommencementTenderOffer
Namespace Prefix:
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Data Type:
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Balance Type:
na
Period Type:
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X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
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Namespace Prefix:
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Data Type:
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Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
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Namespace Prefix:
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Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
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X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
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Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
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Namespace Prefix:
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Data Type:
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