XML 37 R23.htm IDEA: XBRL DOCUMENT
v3.21.1

Subsequent Events | 12 Months Ended
--- | ---
Dec. 31, 2020
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS On January 11, 2021, the Company entered into a securities purchase agreement with certain purchasers identified on the signature page thereto, pursuant to which the Company sold to the Purchasers in a registered direct offering, an aggregate of 3,000,000 share of its common stock, par value $0.001 per share at a purchase price of $5.00 per share, for aggregate gross proceeds to the Company of $15,000,000, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. As of this report day, the transaction has completed. On February 9, 2021, the Company entered into a securities purchase agreement with certain purchasers identified on the signature page thereto, pursuant to which the Company sold to the Purchasers in a registered direct offering, an aggregate of 2,000,000 shares of its common stock, par value $0.001 per share at a purchase price of $5.95 per share, for aggregate gross proceeds to the Company of $11,900,000, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. As of this report day, the transaction has completed. On February 26, 2021, the Company terminated a Share Exchange Agreement, which was originally entered into by and among the Company, Future FinTech Limited, a wholly owned subsidiary of the Company and a limited company organized under the laws of Hong Kong, Asiasens Investment Holding Pte. Ltd., a company incorporated under the laws of Singapore and Asen Maneuvre Group Limited, a limited company organized under the laws of British Virgin Islands on December 18, 2020. As the closing conditions to the Agreement were not satisfied on January 31, 2021, and the parties were unable to agree on new terms to extend the closing period subsequent to February 1, 2021, the Company has notified Asen Maneuvre and Asiasens the termination of the Agreement on February 26, 2021. On February 26, 2021, the Company and Future Supply Chain Co., Ltd., a wholly owned subsidiary of the Company and a company incorporated under the laws of China entered into a Share Exchange Agreement with Sichuan Longma Electronic Technology Co. Ltd., a company incorporated under the laws of China (the “Seller”) and Sichuan Ticode Supply Chain Management Co., Ltd., a company incorporated under the laws of China (the “Ticode”). Pursuant to the Agreement, the Company, through the Buyer will acquire 60% of the equity interest of Ticode from the Seller in exchange for 7,789,882 shares of common stock of the Company. On March 18, 2021, the Company filed Articles of Amendment (the “Amendment”) with the Secretary of State for the State of Florida to amend its Second Amended and Restated Articles of Incorporation to increase the amount of authorized shares of its common stock, par value $0.001 per share, from 60,000,000 to 300,000,000. The Amendment was approved by the Company’s Board of Directors (the “Board”) on February 12, 2021 and by shareholders holding a majority of the Company’s issued and outstanding capital stock on February 12, 2021. The Amendment does not affect the rights of the Company’s shareholders and was effective immediately upon filing. On April 1, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers identified on the signature page thereto (the “Purchasers”), pursuant to which the Company sold to the Purchasers in a registered direct offering, an aggregate of 5,737,706 shares (the “Shares”) of its common stock, par value $0.001 per share (“Common Stock”) at a purchase price of $6.10 per share, for aggregate gross proceeds to the Company of approximately $35 million, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. As of this report day, the transaction has completed. On April 9, 2021, the Company, Future FinTech (Hong Kong) Limited., a limited company organized under the laws of Hong Kong and a wholly owned subsidiary of the Company (“Buyer”), Nice Talent Asset Management Limited, a limited company organized under the laws of Hong Kong (“Nice”) and Joy Rich Enterprises Limited, a limited company organized under the laws of Hong Kong and 90% shareholder of Nice (“Joy Rich” or the “Seller”) entered into the First Amendment (the “Amendment”) to the Share Exchange Agreement (the “Agreement”), which was originally entered into by the parties on July 13, 2020. Pursuant to the Agreement, the Buyer agreed to acquire 90% of the issued and outstanding ordinary shares of Nice (the “Nice Shares”) from the Seller in exchange for the shares of common stock of the Company, as disclosed in the Form 8-K filed on July 16, 2020.Pursuant to the Amendment, the parties agree to amend the purchase price and certain earn-out terms as follows: (i) the aggregate purchase price for Nice Shares shall be HK$144,000,000 (the “Purchase Price”) and it shall be paid in the shares of common stock of the Company (the “Company Shares”); (ii) 60% of the Purchase Price or HK$86,400,000 shall be paid in the shares of common stock of the Company based on 95% of the closing price of the Company’s common stock listed on Nasdaq Stock Exchange on the date prior to the date of the Amendment and the foreign exchange rate between HK$ and US$ shall be 7.7:1; (iii) 20% of Purchase Price shall be paid in the shares of common stock of the Company if Nice achieves an Earnings Before Interest and Taxes (the “EBIT”) of HK$14,000,000 (the “2021 EBIT Goal”), as evidenced in its 2021 audited financial statements for fiscal year ended December 31, 2021 audited by the auditor of the Company (the “2021 Earn-Out Shares”); (iv) the final 20% of Purchase Price shall be paid in the shares of common stock of the Company if Nice achieves an EBIT of HK$20,000,000 (the “2022 EBIT Goal”), as evidenced in its 2022 audited financial statements for fiscal year ended December 31, 2022 audited by the auditor of the Company (the “2022 Earn-Out Shares”); (v) if Nice does not achieve the EBIT Goal for a given year, the shortfall between EBIT Goal and the actual EBIT for that year shall be the EBIT Shortfall (the “EBIT Shortfall”) and the amount of an EBIT Shortfall Fee that equals to 10 (ten) times of the EBIT Shortfall amount (the “EBIT Shortfall Fee”) shall be paid in cash by the Seller to the Buyer even though such year’s Earn-Out Shares shall still be issued in full to the Seller.

X
- References No definition available. + Details
Name: | us-gaap_SubsequentEventsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration