UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number: 001-34502

Future FinTech Group Inc.

(Exact name of registrant as specified in its charter)

Florida		98-0222013
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

02B-03A, 23/F, Sino Plaza, 255-257 Gloucester Road

Causeway Bay, Hong Kong

(Address of principal executive offices including zip code)

888-622-1218

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No.

Class		Outstanding on November 14, 2025
Common Stock, $0.001 par value per share		20,153,311

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	46
Item 4.	Controls and Procedures	46
PART II. OTHER INFORMATION		47
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults upon Senior Securities	47
Item 4.	Mine Safety Disclosure	47
Item 5.	Other Information	48
Item 6.	Exhibits	48
SIGNATURES		49

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

FUTURE FINTECH GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	September 30, 2025			December 31, 2024

CURRENT ASSETS
Cash and cash equivalents		6,891,224			4,765,865
Short - term investment		1,407			1,391
Accounts receivable, net		1,438,344			2,088,962
Other receivables, net		305,456			1,494,483
Investment Funds		30,119,485			-
Advances to suppliers and other current assets, net		4,507,302			4,943,828
Loan receivables		7,036,802			7,094,764
Amount Due from Related Parties		34,340			20,000
Assets related to discontinued operation-current		-			307,594
TOTAL CURRENT ASSETS		50,334,360			20,716,887

Property and equipment, net		2,415,425			2,464,641
Right of use assets - operation lease		252,421			368,982
Intangible assets, net		489,712			532,822
Debt investment		844,416			1,530,243
Assets related to discontinued operation-Non current		-			289,363
TOTAL ASSETS		54,336,334			25,902,938

LIABILITIES

CURRENT LIABILITIES
Accounts payable		3,575,451			2,219,301
Accrued expenses and other payables		2,772,229			9,636,688
Advances from customers		1,008,413			30,559
Convertible notes payables		1,676,341			553,086
Lease liability - current		186,689			179,207
Amounts due to related parties		575,314			8,871
Liability related to discontinued operation		-			485,653
TOTAL CURRENT LIABILITIES		9,794,437			13,113,365
					-
NON-CURRENT LIABILITIES
Other non-current liabilities		1,088,809			-
Lease liability-non-current		67,615			192,754
TOTAL NON-CURRENT LIABILITIES		1,156,424			192,754
TOTAL LIABILITIES		10,950,861			13,306,119

STOCKHOLDERS’ EQUITY

FUTURE FINTECH GROUP INC, Stockholders’ equity
Common stock, $0.001 par value; 600,000,000 shares authorized; 20,153,311 shares and 2,447,084 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively*		20,153			2,447
Additional paid-in capital		271,029,780			237,496,176
Statutory reserve		98,357			98,357
Accumulated deficits		(223,572,414	)		(218,885,534	)
Accumulated other comprehensive income (loss)		(4,190,403	)		(4,248,561	)
Total FUTURE FINTECH GROUP INC. stockholders’ equity		43,385,473			14,462,885
Non-controlling interests		-			(1,866,066	)
TOTAL STOCKHOLDERS’ EQUITY		43,385,473			12,596,819
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		54,336,334			25,902,938

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)

	For the Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024

Revenue		1,324,633			1,027,120			2,482,892			1,975,298
Cost of revenues-third party		1,202,296			404,263			2,095,165			819,526
Cost of revenues-related party		-			-			-			-
Gross profit		122,337			622,857			387,727			1,155,772

Operating Expenses
General and administrative expenses		1,324,770			1,580,568			3,757,862			4,195,166
Stock-based compensation		-			-			1,085,000			-
Selling expenses		240,805			103,794			681,483			522,000
Allowance for credit losses/doubtful accounts		654,222			3,386,630			29,416,788			3,829,724
Total operating expenses		2,219,797			5,070,992			34,941,133			8,546,890

Loss from operations		(2,097,460	)		(4,448,135	)		(34,553,406	)		(7,391,118	)

Other income (expenses)
Interest income		121,202			239,409			361,982			740,899
Interest expenses		(34,196	)		(45,760	)		(49,238	)		(90,192	)
Amortization of debt issuance costs		(2,925	)		-			(2,925	)		-
Gain on Debt Restructuring		-			-			3,071,827			-
Other income(expenses) net		48,067			37,724			112,824			(1,627,000	)
Total other income (expenses)		132,148			231,373			3,494,470			(976,293	)

Loss from Continuing Operations before Income Tax		(1,965,312	)		(4,216,762	)		(31,058,936	)		(8,367,411	)
Income tax provision		-			-						-
Deferred income tax		-			-						-
Loss from Continuing Operations		(1,965,312	)		(4,216,762	)		(31,058,936	)		(8,367,411	)

Discontinued Operations
Loss from discontinued operations		-			(714,779	)		-			(2,332,202	)
Gain (Loss) on disposal of discontinued operations		-			(844	)		28,238,122			644,593
NET LOSS		(1,965,312	)		(4,932,385	)		(2,820,814	)		(10,055,020	)
Less: Net Income (Loss) attributable to non-controlling interests of discontinued operations		-			(53,666	)		1,866,066			(88,120	)
Less: Net Loss attributable to non-controlling interests of continued operations		-			-			-			-
Net loss attibutable to Future Fintech Group, Inc.		(1,965,312	)		(4,878,719	)		(4,686,880	)		(9,966,900	)

Other comprehensive income (loss)
Loss from continuing operations		(1,965,312	)		(4,216,762	)		(31,058,936	)		(8,367,411	)
Foreign currency translation - Continuing Operations		230,608			1,086,273			58,158			877,928
Comprehensive Loss - Continuing Operations		(1,734,704	)		(3,130,489	)		(31,000,778	)		(7,489,483	)

Income (loss) from discontinued operations		-			(715,623	)		28,238,122			(1,687,609	)
Foreign currency translation - Discontinued Operations		-			(344,937	)		(179,909	)		(297,484	)
Comprehensive Income ( Loss) - Discontinued Operations		-			(1,060,560	)		28,058,213			(1,985,093	)

Comprehensive Loss		(1,734,704	)		(4,191,049	)		(2,942,565	)		(9,474,576	)
Comprehensive income (loss) attributable to non-controlling interests		-			-			-			-
Comprehensive income (loss) attributable to non-controlling interests of discontinue		-			(53,666	)		1,866,066			(88,120	)
COMPREHENSIVE LOSS ATTRIBUTABLE TO Future Fintech Group, Inc.		(1,734,704	)		(4,137,383	)		(4,808,631	)		(9,386,456	)

Earnings per share:
Basic earnings per share from continuing operation		(0.33	)		(2.09	)		(8.03	)		(4.20	)
Basic earnings per share from discontinued operation		0.00			(0.33	)		6.82			(0.80	)
		(0.33	)		(2.42	)		(1.21	)		(5.00	)
Diluted Earnings per share:
Diluted earnings per share from continuing operation		(0.33	)		(2.09	)		(8.03	)		(4.20	)
Diluted earnings per share from discontinued operation		0.00			(0.33	)		6.81			(0.80	)
		(0.33	)		(2.42	)		(1.22	)		(5.00	)
Weighted average number of shares outstanding
Basic		5,902,698			2,013,195			3,867,060			1,992,633
Diluted		5,906,909			2,017,406			3,871,271			1,996,844

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Future Fintech Group, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)

Three Months ended September 30, 2024

					Additional							Accumulative other
	Common stock				paid-in		Statutory		Accumulated			comprehensive			Non-controlling
	Shares		Amount		capital		reserve		Deficits			income			interests			Total
Balance at June 30, 2024		1,998,541		1,998		236,487,477		98,357		(191,017,843	)		(4,255,168	)		(1,602,661	)		39,712,160
Conversion of debt		76,212		76		224,924		-		-			-			-			225,000
Net loss from continuing operation		-		-		-		-		(4,216,762	)		-			-			(4,216,762	)
Net loss from discontinued operations		-		-		-		-		(661,113	)		-			(53,666	)		(714,779	)
Disposition of discontinued operation		-		-		-		-		(844	)		(344,937	)		-			(345,781	)
Foreign currency translation adjustment		-		-		-		-		-			1,086,273			-			1,086,273
Balance at September 30, 2024		2,074,753		2,074		236,712,401		98,357		(195,896,562	)		(3,513,832	)		(1,656,327	)		35,746,111

Three Months ended September 30, 2025

					Additional								Accumulative other
	Common stock				paid-in			Statutory		Accumulated			comprehensive			Non-controlling
	Shares		Amount		capital			reserve		Deficits			income			interests		Total
Balance at June 30, 2025		3,110,770		3,111		240,474,334			98,357		(221,607,102	)		(4,421,011	)		-		14,547,689
Issuance of common stocks-cash		15,000,000		15,000		29,985,000			-		-			-			-		30,000,000
Issuance of common stocks-conversion of debt		257,541		257		572,231			-		-			-			-		572,488
Issuance of common stocks - Debt Restructuring		340,000		340		363,460			-		-			-			-		363,800
Pending Equity Settlement		-		-		(363,800	)		-		-			-			-		(363,800	)
Pre-delivery ordinary shares for conversion of convertible notes payables		1,445,000		1,445		(1,445	)		-		-			-			-		-
Net loss from continuing operation		-		-		-			-		(1,965,312	)		-			-		(1,965,312	)
Foreign currency translation adjustment		-		-		-			-		-			230,608			-		230,608
Balance at September 30, 2025		20,153,311		20,153		271,029,780			98,357		(223,572,414	)		(4,190,403	)		-		43,385,473

Nine Months ended September 30, 2024

					Additional							Accumulative other
	Common stock				paid-in		Statutory		Accumulated			comprehensive			Non-controlling
	Shares		Amount		capital		reserve		Deficits			income			interests			Total
Balance at December 31, 2023		1,783,487		1,783		233,907,049		98,357		(185,929,662	)		(4,094,276	)		(1,568,207	)		42,415,044
Net loss from continuing operation		-		-		-		-		(8,367,411	)		-			-			(8,367,411	)
Net loss from discontinued operations		-		-		-		-		(2,244,082	)		-			(88,120	)		(2,332,202	)
Issuance of common stocks-cash		215,054		215		2,580,428		-		-			-			-			2,580,643
Conversion of debt		76,212		76		224,924		-		-			-			-			225,000
Disposition of discontinued operation		-		-		-		-		644,593			(297,484	)		-			347,109
Foreign currency translation adjustment		-		-		-		-		-			877,928			-			877,928
Balance at September 30, 2024		2,074,753		2,074		236,712,401		98,357		(195,896,562	)		(3,513,832	)		(1,656,327	)		35,746,111

Nine Months ended September 30, 2025

					Additional								Accumulative other
	Common stock				paid-in			Statutory		Accumulated			comprehensive			Non-controlling
	Shares		Amount		capital			reserve		Deficits			income			interests			Total
Balance at December 31, 2024		2,447,084		2,447		237,496,176			98,357		(218,885,534	)		(4,248,561	)		(1,866,066	)		12,596,819
Issuance of common stocks-cash		15,000,000		15,000		29,985,000			-		-			-			-			30,000,000
Issuance of common stocks-conversion of debt		318,746		319		712,827			-		-			-			-			713,146
Issuance of common stocks - Debt Restructuring		400,000		400		427,600			-		-			-			-			428,000
Net loss from continuing operations		-		-		-			-		(31,058,936	)		-			-			(31,058,936	)
Effect to rounding fractional shares into whole shares upon reverse stock split		42,481		42		(42	)		-		-			-			-			-
Share-based payments-omnibus equity plan		500,000		500		1,084,500			-		-			-			-			1,085,000
Pending Equity Settlement		-		-		1,325,164			-		-			-			-			1,325,164
Pre-delivery ordinary shares for conversion of convertible notes payables		1,445,000		1,445		(1,445	)		-		-			-			-			-
Foreign currency translation adjustment		-		-		-			-		-			238,067			-			238,067
Disposition of discontinued operation		-		-		-			-		26,372,056			(179,909	)		1,866,066			28,058,213
Balance at September 30, 2025		20,153,311		20,153		271,029,780			98,357		(223,572,414	)		(4,190,403	)		-			43,385,473

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Nine Months Ended September 30,
	2025			2024

Cash Flows from Operating Activities:
Net loss		(2,820,814	)		(10,055,020	)
Net income (loss) from discontinued operation		28,238,122			(1,687,609	)
Net loss from continuing operation		(31,058,936	)		(8,367,411	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		77,292			60,300
Amortization of debt issuance costs		2,925			-
Amortization		42,776			42,776
Allowance for credit losses/doubtful accounts		29,416,788			3,829,724
Share-based payments		1,085,000			-
Gain on Debt Restructuring		(3,071,827	)		-
Investment loss		-			9,337
Interest expenses related to convertible note		33,475			63,611
Changes in operating assets and liabilities:
Accounts receivable		594,785			2,735,534
Other receivable		(27,604,592	)		(5,255,158	)
Advances to suppliers and other current assets		(130,810	)		(8,113,855	)
Operating lease assets and liabilities		(1,096	)		(6,789	)
Accounts payable		1,356,150			(1,542,892	)
Accrued expenses and other payables		(1,515,912	)		879,454
Advances from customers		977,854			(249,636	)
Other non-current liabilities		1,088,809			-
Net Cash Used in Operating Activities from Continuing Operations		(28,707,319	)		(15,915,005	)
Net Cash Provided by Operating Activities from Discontinued Operations		28,349,426			2,971,055

Cash Flows from Investing Activities:
Additions to property and equipment		-			(33,628	)
Debt investment		697,916			(1,800,473	)
Repayment of Short term Investment		-			949,662
Payment for loan receivable		-			(140,662	)
Repayment of loan receivable		139,583			-
Reserve for business acquisition		(29,872,741	)		-
Net Cash Used in Investing Activities from Continuing Operations		(29,035,242	)		(1,025,101	)
Net Cash Used in Investing Activities from Discontinued Operations		-			-

Cash Flows from Financing Activities:
Proceeds from the issuance of common stock, net of issuance costs		30,000,000			2,580,643
Proceeds received from investors for convertible notes payable of pre-delivery ordinary shares		1,445			-
Proceeds from convertible notes payables		1,800,000			-
Payment made for amounts due from related parties, net		(14,340	)		(67,957	)
Proceeds from (Repayment of) amounts due to related parties, net		41,443			(103,406	)
Net Cash Provided by Financing Activities from Continuing Operations		31,828,548			2,409,280
Net Cash Provided by Financing Activities from Discontinued Operations		-			-
Effect of Exchange Rate Changes on Cash		(310,054	)		471,090

Net Increase (Decrease) in Cash and Restricted Cash		2,125,359			(11,088,681	)
Cash and Restricted Cash at Beginning of Period		4,765,865			16,159,657
Cash and Restricted Cash at End of Period		6,891,224			5,070,976

Less: Cash and cash equivalents from the discontinued operations, end of Period		-			-
Cash and cash equivalents, from the continuing operations end of Period		6,891,224			5,070,976

SUPPLEMENTARY DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTION
Issuance of common stocks for conversion of debts		319			76
Debt settlement by issuance of common stock		400			-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. CORPORATE INFORMATION

Future FinTech Group Inc. (the “Company”) is a holding company incorporated under the laws of the State of Florida. The Company has historically been engaged in the production and sale of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider beverages) in the PRC. Due to drastically increased production costs and tightened environmental laws in China, the Company has transformed its business from fruit juice manufacturing and distribution to financial technology related service businesses. The main business of the Company includes supply chain financing services and trading in China. The Company also expanded into brokerage and investment banking business in Hong Kong. The Company had a contractual arrangement with a VIE E-Commerce Tianjin in China, which has generated minimal revenue and business since 2021 due to the negative impact caused by COVID-19. The Company started the process to close it down in November 2023 and completed deregistration and dissolution of the VIE with local authorities on March 7, 2024.

On March 27, 2025, Future FinTech Group Inc. (the “Company”) filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment”) to amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”). As a result of the Amendment, the Company has authorized and approved a 1-for-10 reverse stock split of the Company’s authorized shares of common stock from 60,000,000 shares to 6,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). The common stock will continue to be $0.001 par value. The Company rounded up the fractional shares that resulted from the Reverse Stock Split and no fractional shares were issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. No changes are being made to the number of preferred shares of the Company which remain as 10,000,000 preferred shares as authorized but not issued. The amendment to the Articles of Incorporation of the Company took effect at 1:00pm E.T. on April 1, 2025.

The reverse stock split would be reflected in the Company’s September 30, 2025 and December 31, 2024 statements of changes in stockholders’ equity, and in per share data for all periods presented.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2025 and the results of operations and cash flows for the periods ended September 30, 2025 and 2024. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for any subsequent periods or for the entire year ending December 31, 2025. The balance sheet at December 31, 2024 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2024 as included in the Company’s Annual Report on Form 10-K.

Discontinued Operations

On March 7, 2024, Chain Cloud Mall Network and Technology (Tianjin) Co., Limited was dissolved and deregistered.

On September 4, 2024, Tianjin Future Private Equity Fund Management Partnership (Ltd Partnership) was dissolved and deregistered. The loss on disposal was $22.46.

On October 18, 2024, Nice Talent Asset Management Limited (“NTAM”) was disposed of for a consideration of $ 0.31 million (HK$2.40 million). The loss on disposal was $2.32 million.

On December 6, 2024, FTFT Super Computing Inc. was disposed of for a consideration of US$1.97 million, of which (i) the assumption of the obligations of FTFT Super Computing totaling $973,072.24 and (ii) $1,000,000 was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment held by FT Global Capital, Inc. arising from the judgment entered in favor of FT Global and against the Company registered in the Southern District of New York. The gain on disposal was $3.42 million.

On February 3, 2025, FTFT UK LIMITED, FTFT Finance UK Limited, Future Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC(Cayman), Future Fintech Digital Number One GP, LLC (USA), FTFT Digital Number One, Ltd.(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of US$25,000 after a court auction sale. The gain on disposal was $28.24 million.

Based on the disposal plan and in accordance with ASC 205-20, the Company presented the operating results from these operations as a discontinued operation.

Segment Information Reclassification

The Company classified business segments into Trading Commission and Consulting service, Fast-Moving Consumer Goods (FMCG), and Supply Chain Financing and Trading.

Uses of Estimates in the Preparation of Financial Statements

The Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates include, but are not limited to, the expected credit losses for receivables, estimated useful life and residual value of property, plant and equipment, impairment of long-lived assets, provision for staff benefit, recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to the Company’s condensed consolidated financial statements.

Going Concern

The Company’s financial statements are prepared assuming that the Company will continue as a going concern.

The Company incurred operating losses and had negative operating cash flows and may continue to incur operating losses and generate negative cash flows as the Company implements its future business plan. The Company’s operating losses from continuing operations amounted to $31.06 million, and it had negative operating cash flows from continuing operations of $28.71 million as of September 30, 2025. These factors raise substantial doubts about the Company’s ability to continue as a going concern. The Company has raised funds through issuance of convertible notes and common stock.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

Impairment of Long-Lived Assets

In accordance with the ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets.

If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.

Fair Value of Financial Instruments

The Company has adopted FASB ASC Topic on Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include the following:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Input other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other input that is observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or liabilities.

The Company’s cash and cash equivalents and restricted cash and short-term investments are classified within level 1 of the fair value hierarchy because they are valued using quoted market prices.

Earnings Per Share

Under ASC 260-10, Earnings Per Share, basic EPS excludes dilution for Common Stock equivalents and is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of Common Stock outstanding for the period.

Diluted EPS is calculated by using the treasury stock method, assuming conversion of all potentially dilutive securities, such as stock options and warrants. Under this method, (i) exercise of options and warrants is assumed at the beginning of the period and shares of Common Stock are assumed to be issued, (ii) the proceeds from exercise are assumed to be used to purchase Common Stock at the average market price during the period, and (iii) the incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted EPS computation. The numerators and denominators used in the computations of basic and diluted EPS are presented in the following table.

For the nine months ended September 30, 2025:

	Income (Loss)			Share		Pre-share amount

Loss from continuing operations attributable to Future Fintech Group, Inc.	$	(31,058,936	)		3,867,060	$	(8.03	)
Income from discontinued operations attributable to Future Fintech Group, Inc.	$	26,372,056			3,867,060	$	6.82

Basic EPS:
Loss to common stockholders from continuing operations	$	(31,058,936	)		3,867,060	$	(8.03	)
Income available to common stockholders from discontinued operations	$	26,372,056			3,867,060	$	6.82

Diluted EPS:

Warrants		-			4,211		-
Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continuing operations attributable to Future Fintech Group, Inc.	$	(31,058,936	)		3,871,271	$	(8.03	)
Diluted earnings per share is calculated by taking net income, divided by the diluted weighted average common shares outstanding from discontinued operations	$	26,372,056			3,871,271	$	6.81

For the nine months ended September 30, 2024:

	Loss			Share		Pre-share amount

Loss from continuing operations attributable to Future Fintech Group, Inc.	$	(8,367,411	)		1,992,633	$	(4.20	)
Loss from discontinued operations attributable to Future Fintech Group, Inc.	$	(1,599,489	)		1,992,633	$	(0.80	)

Basic EPS:
Loss to common stockholders from continuing operations	$	(8,367,411	)		1,992,633	$	(4.20	)
Loss available to common stockholders from discontinued operations	$	(1,599,489	)		1,992,633	$	(0.80	)

Diluted EPS:

Warrants					4,211
Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continuing operations attributable to Future Fintech Group, Inc.	$	(8,367,411	)		1,996,844	$	(4.20	)
Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations	$	(1,599,489	)		1,996,844	$	(0.80	)

For the three months ended September 30, 2025:

	Loss			Share		Pre-share amount

Loss from continuing operations attributable to Future Fintech Group, Inc.	$	(1,965,312	)		5,902,698	$	(0.33	)
Loss from discontinued operations attributable to Future Fintech Group, Inc.	$	-			5,902,698	$	-

Basic EPS:
Loss to common stockholders from continuing operations	$	(1,965,312	)		5,902,698	$	(0.33	)
Loss to common stockholders from discontinued operations	$	-			5,902,698	$	-

Diluted EPS:

Warrants

SEC Form 10-Q filed by Future FinTech Group Inc.