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Common Stocks Issued in Connection with the Convertible Notes | 12 Months Ended
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Dec. 31, 2019
Common Stocks Issued in Connection with the Convertible Notes [Abstract] |
COMMON STOCKS ISSUED IN CONNECTION WITH THE CONVERTIBLE NOTES | 11. COMMON STOCKS ISSUED IN CONNECTION WITH THE CONVERTIBLE NOTES Common stocks issued in connection with the convertible notes From October to December 2019, the Company issued 1,493,333 shares of its common stock to Iliad Research and Trading, L.P., a Utah limited partnership (the "Purchaser") pursuant to a series of Exchange Agreements entered into with the Purchaser. On March 26, 2019, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with the Purchaser pursuant to which the Company sold and issued to the Purchaser a Secured Convertible Promissory Note (the "Note") in the principal amount of $1,070,000. The Purchaser purchased the Note with an original issue discount of $50,000, and the Company agreed to pay to the Purchaser $20,000 for fees and costs incurred by Purchaser in connection with the consummation of the Purchase Agreement. The Note was sold to the Purchaser pursuant to an exemption from registration under Regulation D, promulgated under the Securities Act of 1933, as amended. The purchase price for the Note was paid by the Purchaser through an initial cash payment of $500,000 and the issuance of an Investor note to the Company with a one-year term and an interest rate of 8% (the "Investor Note"), which the Purchaser agrees to prepay in full upon the satisfaction of certain conditions for pledged shares and transfer agent instruction letter pursuant to the Investor Note and Purchase Agreement. On May 2, 2019, the Company received a second cash payment from Purchaser of $0.5 million after satisfying certain conditions for pledged shares as required in the Securities Purchase Agreement, of which $3,818 was interest income for the Company due to late payment past the agreed date by the Purchaser. The Note bears interest at the rate of 8% per annum. All outstanding principal and accrued interest on the Note became due and payable on March 26, 2020. The Company's obligations under the Note may be prepaid at any time, if the company elects to prepay the Company would pay 125% of any amount outstanding under the Note. The Note may be converted at any time, at the Purchaser's option, into shares of the Company's common stock at a conversion price of $3.00 per share. During the term of the Note, the Company shall not, without the prior written consent of the Purchaser, enter into or effect certain fundamental business transactions. The Company has the option to redeem the Note at any time after the six month anniversary of the date when the purchase price is delivered to the Company. The Company's obligations under the Note are secured by a pledge of 2,500,000 shares of the Company's common stock by Mengyao Chan, an unrelated third party, in favor of the Purchaser. On October 15, 2019, the Company entered into an Exchange Agreement (the "First Exchange Agreement") with the Purchaser (the "Lender"). Pursuant to the First Exchange Agreement, the Company and Lender agreed to partition a new Promissory Note in the original principal amount of $100,000 (the "First Partitioned Note") from the Note issued by the Company on March 26, 2019. The outstanding balance of the Note shall be reduced by an amount equal to the outstanding balance of the First Partitioned Note. The Company and Lender further agreed to exchange the First Partitioned Note for the delivery of 133,333 shares of the Company's Common Stock, par value $0.001, according to the terms and conditions of the First Exchange Agreement. On October 17, 2019, the Company entered into a second Exchange Agreement (the "Second Exchange Agreement") with the Lender. Pursuant to the Second Exchange Agreement, the Company and Lender agreed to partition a new Promissory Note in the original principal amount of $300,000 (the "Second Partitioned Note") from the Note. The outstanding balance of the Note shall be reduced by an amount equal to the outstanding balance of the Second Partitioned Note. The Company and Lender further agreed to exchange the Second Partitioned Note for the delivery of 400,000 shares of the Company's Common Stock, par value $0.001, according to the terms and conditions of the Second Exchange Agreement. On October 23, 2019, the Company entered into a Forbearance Agreement with the Lender. Pursuant to the Forbearance Agreement, Lender agreed to withdraw a Redemption Notice delivered by the Lender to the Company on September 30, 2019, which was issued pursuant to the Note issued by the Company to the Lender dated March 26, 2019. Lender agreed not to make any redemptions pursuant to the Note before October 25, 2019. The parties agreed, in the event Lender delivers a Redemption Notice to the Company and the redemption amount set forth therein is not paid in cash to Lender within three (3) trading days, then the applicable redemption amount shall be increased by 25% (the "First Adjustment," and such increase to the redemption amount, the "First Adjusted Redemption Amount"). In the event the First Adjusted Redemption Amount is not paid within three (3) trading days after the date of First Adjustment, then the First Adjusted Redemption Amount shall be increased in accordance with the following formula: $0.75 divided by the lowest closing trade price of the Common Stock of the Company during the twenty (20) trading days prior to the date of the Second Adjustment and the resulting quotient multiplied by the First Adjusted Redemption Amount (the "Second Adjustment," and such increase to the First Adjusted Redemption Amount, the "Second Adjusted Redemption Amount"), provided, however, that such formula shall only be applied if the resulting quotient is greater than one (1) and such formula shall in no event be used to reduce the First Adjusted Redemption Amount. Upon payment in cash of the First Adjusted Redemption Amount or Second Adjusted Redemption Amount, the outstanding balance of the Note will be reduced by the original amount set forth in the Redemption Notice. The Company also agreed that during each calendar month, beginning in the month of October 2019, it will reduce the outstanding balance of the Note by at least $100,000 and if the outstanding balance is reduced by more than $100,000 in a given month, then the portion of the balance reduction amount that exceeds $100,000 may be counted toward the minimum balance reduction requirement in the next month or months. On November 6, 2019, the Lender issued a Redemption Notice, and the premium was agreed to be increased by $172,583. On November 26, 2019, the Lender issued another Redemption Notice, and the premium was agreed to be increased by $170,407. On January 21, 2020, the Lender issued another Redemption Notice, and the premium was agreed to be increased by $173,276. On October 25, 2019, the Company entered into the third Exchange Agreement (the "Third Exchange Agreement") with the Lender. Pursuant to the Third Exchange Agreement, the Company and Lender agreed to partition a new Promissory Note (the "Third Partitioned Note") in the original principal amount of $145,000 from the Note issued by the Company on March 26, 2019. The outstanding balance of the Note shall be reduced by an amount equal to the outstanding balance of the Third Partitioned Note. The Company and Lender further agreed to exchange the Third Partitioned Note for the delivery of 193,333 shares of the Company's Common Stock, par value $0.001, according to the terms and conditions of the Third Exchange Agreement. On November 1, 2019, the Company entered into the Fourth Exchange Agreement (the "Fourth Exchange Agreement") with the Lender. Pursuant to the Fourth Exchange Agreement, the Company and Lender agreed to partition a new Promissory Note (the "Fourth Partitioned Note") in the original principal amount of $175,000 from the Note issued by the Company on March 26, 2019. The outstanding balance of the Note shall be reduced by an amount equal to the outstanding balance of the Fourth Partitioned Note. The Company and Lender further agreed to exchange the Fourth Partitioned Note for the delivery of 233,333 shares of the Company's Common Stock, par value $0.001, according to the terms and conditions of the Fourth Exchange Agreement. On November 13, 2019, the Company, entered into the Fifth Exchange Agreement (the "Fifth Exchange Agreement") with the Lender. Pursuant to the Fifth Exchange Agreement, the Company and Lender agreed to partition a new Promissory Note (the "Fifth Partitioned Note") in the original principal amount of $125,000 from the Note issued by the Company on March 26, 2019. The outstanding balance of the Note shall be reduced by an amount equal to the outstanding balance of the Fifth Partitioned Note. The Company and Lender further agreed to exchange the Fifth Partitioned Note for the delivery of 166,667 shares of the Company's Common Stock, par value $0.001, according to the terms and conditions of the Fifth Exchange Agreement. On November 19, 2019, the Company, entered into the Six Exchange Agreement (the "Six Exchange Agreement") with the Lender. Pursuant to the Six Exchange Agreement, the Company and Lender agreed to partition a new Promissory Note in the original principal amount of $125,000 (the "Six Partitioned Note") from the Note issued by the Company on March 26, 2019. The outstanding balance of the Note shall be reduced by an amount equal to the outstanding balance of the Six Partitioned Note. The Company and Lender further agreed to exchange the Six Partitioned Note for the delivery of 166,667 shares of the Company's Common Stock, par value $0.001, according to the terms and conditions of the Six Exchange Agreement. On November 26, 2019, the Company entered into the Seventh Exchange Agreement (the "Seventh Exchange Agreement") with the Lender. Pursuant to the Seventh Exchange Agreement, the Company and Lender agreed to partition a new Promissory Note (the "Seventh Partitioned Note") in the original principal amount of $150,000 from the Note issued by the Company on March 26, 2019. The outstanding balance of the Note shall be reduced by an amount equal to the outstanding balance of the Seventh Partitioned Note. The Company and Lender further agreed to exchange the Seventh Partitioned Note for the delivery of 200,000 shares of the Company's Common Stock, par value $0.001, according to the terms and conditions of the Seventh Exchange Agreement. Acquisition of Creditor's Rights On November 2, 2017 (the "Agreement Date"), a wholly-owned indirect subsidiary of the Company, Hedetang Foods (China) Co., Ltd. ("Hedetang"), entered into a series of Creditor's Rights Transfer Agreements (collectively, the "Acquisition Agreements") with each of Shaanxi Chunlv Ecological Agriculture Co. Ltd., Shaanxi Boai Medical Technology Development Co., Ltd., and Shaanxi Fu Chen Venture Capital Management Co. Ltd. (collectively, the "Sellers"). The Sellers holds 70% of the equity shares of Shenzhen TianShunDa Equity Investment Fund Management Co., Ltd., which holds 26.36% of equity shares of SkyPeople China. Pursuant to the Acquisition Agreements, Hedetang agreed to purchase certain creditor's rights associated with companies located in the PRC, for an aggregate purchase price of RMB 181.01 million (approximately $27.34 million), of which RMB 108.60 million (approximately $16,44 million was paid in cash and RMB 72,40 million approximately $10.94 million was paid in shares of common stock of the Company based on the average of the closing prices of Future FinTech's common stock over the five trading days preceding the date of the Acquisition Agreements. A summary of the Acquisition Agreements is as follows: 1) Shaanxi Chunlv Ecological Agriculture Co. Ltd. agreed to transfer all of its credit rights of principal and interest owed by Xi'an Tongji Department Store Co., Ltd. to Hedetang. As of the Agreement Date, the book balance of the principal was RMB 23.63 million, the interest was RMB 38.28 million, and the total credit balance, including the principal and the interest, was RMB 61.91 million, of which the RMB 19.76 million credit was guaranteed by a third party company. 2) Shaanxi Chunlv Ecological Agriculture Co. Ltd. agreed to transfer all of its credit rights of principal and interest owed by Shaanxi Youyi Co., Ltd. to Hedetang. As of the Agreement Date, the book balance for the principal was RMB 45.35 million, the interest was RMB 71.22 million, and the total credit balance including the principal and the interest was RMB 116.57 million, all of which was guaranteed by a third party company. 3) Shaanxi Fu Chen Venture Capital Management Co., Ltd. agreed to transfer all of its credit rights of principal and interest owed by State Owned Shaanxi No. 8 Cotton and Textile Mill to Hedetang. As of the Agreement Date, the book balance for the principal was RMB 72.37 million the interest was RMB 138.04 million, the total of credit including the principal and the interest was RMB 210.41 million, and there was no effective guarantee or pledged assets to secure this debt. 4) Shaanxi Boai Medical Technology Development Co., Ltd. agreed to transfer all its credit rights of principal and interest owed by Xi'an Yanliang Economic Development Co., Ltd. to Hedetang. As of the Agreement Date, the book balance for the principal was RMB 6.35 million, the interest was RMB 9.83 million, and the total of credit including the principal and the interest was RMB 16.18 million, which is secured by certain land use rights. In connection with the Acquisition Agreements and to provide funding for their consummation, on November 3, 2017, the Company entered into a Share Purchase Agreement (the "Share Purchase Agreement") with Mr. Zeyao Xue ("Xue") pursuant to which Future FinTech agreed to sell 11,362,159 shares of its common stock (the "Shares") to Xue for an aggregate purchase price of $16.44 million. The per share price for the Shares was determined using the average closing price quoted on the NASDAQ Global Market for the common stock of the Company over the three (3) trading days prior to the date of the Share Purchase Agreement (the "Purchase Price"), subject to potential upward adjustment. The consummation of the Share Purchase Agreement was contingent on Future FinTech receiving shareholder approval at a Special Shareholders Meeting for an amendment to its articles of incorporation and the approval of Share issuance under the Share Purchase Agreement by the shareholders of the Company. On April 6, 2018, the Company issued an aggregate 7,111,599 shares of the Company's common stock to three individuals designated by the Sellers in the respective amounts of 3,409,466, 3,323,225 and 378,908 shares, pursuant to the Acquisition Agreements, and 11,362,159 shares of the Company's common stock pursuant to the Share Purchase Agreement, which such issuances were approved by the Company's shareholders at a special meeting held on March 13, 2018. Acquisition of DCON On January 23, 2018, DigiPay FinTech Limited ("DigiPay"), a limited liability company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company, and Peng Youwang ("Peng"), a Chinese citizen, entered into a DCON Digital Assets Transfer Agreement (the "DCON Agreement"). Under the terms of the Agreement, Peng transferred to DigiPay a 60.00% ownership interest in certain digital assets of DCON, a blockchain platform for cryptocurrency conversion, payment and other services ("DCON"), including but not limited to its business plan and white papers, business models, software, codes, architectures, applications, technologies, patents, copyrights, trade secrets, customer lists, business points, trading platforms, digital rights, authentication systems, agreements and contracts, intellectual property, tokens, and the DCON communities established on Nova Realm City (the "Transfer Assets") for an aggregate purchase price of $9,600,000 (the "Purchase Price"). The Company paid the Purchase Price by issuing to Peng 1,200,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), equaling a per share sale price of $8.00 (the "Share Payment"). Half of the shares of Common Stock subject to the Share Payment were issued within 30 days of the date of the Agreement, and the remaining Share Payment shares were issued within 90 days of the date of the Agreement. On May 3, 2018, the Company issued the remaining 600,000 shares of its common stock to Mr. Peng and his designee according to the Agreement. The Agreement also contains customary representations and warranties regarding the Transfer Assets and the ownership thereof, and covenants regarding the parties' cooperation. DigiPay and Peng further agreed to establish a Japanese operating company for the Transfer Assets, of which DigiPay holds a 60.00% ownership interest and Peng's designee holds a 40.00% ownership interest. Reits Service Agreement On January 5, 2018, the Company issued 880,580 shares of its common stock to Reits (Beijing) Technology Co. Ltd., a limited liability company incorporated in China ("Reits") pursuant to the Technology Development Service Contract (the "Service Agreement") signed on December 18, 2017 by Reits and GlobalKey Supply Chain Ltd. ("GlobalKey"), a limited liability company incorporated in China and a wholly owned subsidiary of the Company. Under the Service Agreement, Reits shall provide services to GlobalKey relating to the design, development, testing, deployment and maintenance of a blockchain-based Globally Shared Shopping Mall and other software systems (the "System"). Following the completion and delivery of the System by Reits, (i) GlobalKey shall provide the hardware and network requirements for the trial deployment of the System, (ii) Reits shall provide training of GlobalKey's staff in the use and operation of the System, and (iii) for a period of one year from the System delivery date and for no additional charge, Reits shall provide ongoing System maintenance and technical support (the "Free Maintenance Period"). Following the completion of the Free Maintenance Period, GlobalKey may elect to engage Reits for ongoing maintenance and technical support. Under the Service Agreement, GlobalKey shall pay Reits aggregate consideration of RMB 13 million ($2.07 million), of which RMB 9.1 million ($1.45 million) may be paid in shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a per share price equal to the average of the Common Stock's closing prices over the 5 trading days prior to the date of the Agreement, or $1.554 per share (the "Share Payment"). The exchange rate between US dollar and RMB for the payment is 1:6.65. The Share Payment was made within 15 business days of the date of the Service Agreement, and the remaining Service Agreement consideration shall be paid by GlobalKey in accordance with the schedule described in the Service Agreement. The Company paid RMB 0.88 million ($0.14 million) and RMB 0.79 million ($0.12 million) in cash to Reits in the first and second quarters of 2018, respectively. Exercise of warrants On January 5, 2018, the Company issued 30,000 shares of the Company's common stock to a certain warrant holder for the exercise of Warrants. Acquisition of long-term investments On October 19, 2018, the Company issued 5 million shares of its Common Stock to Mr. Chenliu pursuant to the InUnion Chain Ltd. Shares Transfer and IUN Digital Assets Investment Agreement entered into on June 22, 2018 between Digipay, Mr. Chenliu, an individual resident of Costa Rica, and InUnion Chain Ltd. ("InUnion"), a British Virgin Islands company wholly owned by Mr. Chenliu.

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