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Form 8-K

sec.gov

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)

Filename: ea0300532-8k_future.htm · Sequence: 1

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2026-07-29

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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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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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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

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

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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

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:

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 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

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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

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

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Namespace Prefix:

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