DEF 14A 1 ea0250682-02.htm PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

SCHEDULE 14A
(Rule 14a-101)

_________________

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

FUTURE FINTECH GROUP INC.
(Name of Registrant as Specified in Its Charter)

________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

FUTURE FINTECH GROUP INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 2, 2025, AT 10:00 A.M. HONG KONG TIME

TO OUR SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Special Meeting”) of Future FinTech Group Inc., a Florida corporation (the “Company”), will be held on September 2, 2025, at 10:00 a.m. Hong Kong time, at the Company’s corporate headquarters, located at 02B-03A, 23/F, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong, Special Administrative Region, People’s Republic of China, to consider the following matters, as more fully described in the proxy statement accompanying this notice (the following proposals, each a “Proposal” and collectively, the “Proposals”).

		Proposal One		Amendment and Restatement of the Company’s Amended and Restated Articles of Incorporation, as Amended: the approval to amend and restate the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), to increase the Company’s authorized shares of common stock, $0.001 par value (the “Common Stock”) from 6,000,000 shares to 600,000,000 shares (the “Authorized Share Increase Proposal”).
		Proposal Two		Issuance of Shares Upon Conversion of the Remaining Balance of the Streeterville Note: the approval to issue shares of the Company’s Common Stock upon conversion of the remaining balance of a Convertible Promissory Note previously issued to Streeterville Capital, LLC on December 27, 2023 (the “Streeterville Note”), which, when fully converted, may exceed 20% of the issued and outstanding Common Stock, which issuance requires shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (the “Streeterville Note Proposal”) and (2) result in a change of control of the Company, in accordance with Nasdaq Listing Rules 5635(d) (the “20% Rule”) and 5635(b) (the “Change-of-Control Rule”)
		Proposal Three		Unregistered Offshore Equity Financing Transaction: the approval to issue up to 15,000,000 shares of the Common Stock (the “Equity Financing Proposal”) to non-U.S. investors in an unregistered offering pursuant to Regulation S of the Securities Act of 1933, under the terms of a Securities Purchase Agreement, which, when fully consummated, will (1) exceed 20% of the Company’s issued and outstanding Common Stock, and (2) result in a change of control of the Company, in accordance with the 20% Rule and Change-of-Control Rule.
		Proposal Four		Unregistered Pre-Paid Financing Transactions: the approval of the issuance of up to $10,000,000 worth of Common Stock to Avondale Capital, LLC in a non-public pre-paid financing transaction, which, when fully consummated, may exceed 20% of the Company’s issued and outstanding Common Stock, in accordance with the 20% Rule and Change-of-Control Rule (the “Pre-Paid Financing Proposal”).
		Proposal Five		Adjournment of the Special Meeting: the approval to adjourn the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes to approve the foregoing proposals (the “Adjournment Proposal”).

Table of Contents

Shareholders also will transact any other business that may properly come before the Special Meeting or any adjournment or postponement of the Special Meeting.

Shareholders of record at the close of business on July 2, 2025 (the “Record Date”) are entitled to notice of and to vote at our Special Meeting and any adjournment or postponement thereof. All shareholders are cordially invited to attend the Special Meeting in person.

On or about August 14, 2025, we will commence mailing the proxy statement. This Notice of Special Meeting of Shareholders and the proxy statement are available at https://www.transhare.com/. Click on Vote Your Proxy, find the Company in the list provided, and click the Click Here button or at www.proxyvote.com.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY USING THE INTERNET, OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY MATERIALS. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) AND SUCH MATERIALS WILL BE SENT TO YOU.

Our Board of Directors unanimously recommends that you vote “FOR” all five proposals.

				BY ORDER OF THE BOARD OF DIRECTORS
				Sincerely,
				/s/ Hu Li
				Chief Executive Officer
August 8, 2025

Table of Contents

TABLE OF CONTENTS

		Page
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERALS, THE SPECIAL MEETING AND VOTING		1
PROPOSAL ONE: AUTHORIZED SHARE INCREASE PROPOSAL		7
PROPOSAL TWO: STREETERVILLE NOTE PROPOSAL		9
PROPOSAL THREE: EQUITY FINANCING PROPOSAL		11
PROPOSAL FOUR: PRE-PAID FINANCING PROPOSAL		13
PROPOSAL FIVE: ADJOURNMENT PROPOSAL		16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		17
OTHER MATTERS		18
INFORMATION INCORPORATED BY REFERENCE		20
Annex A — Form of Proxy Card		A-1
Annex B — Form of Certificate of Amendment of Amended and Restated Articles of Incorporation, as amended		B-1
Annex C — Form of Securities Purchase Agreement		C-1
Annex D — Form of Pre-paid Securities Purchase Agreement		D-1

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement (“Proxy Statement”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are all statements (and their underlying assumptions) included in this Proxy Statement that refer, directly or indirectly, to future events or outcomes and, as such, are inherently not factual, but rather reflect only our current projections for the future. Consequently, forward-looking statements usually include words such as “estimate,” “intend,” “plan,” “predict,” “seek,” “may,” “will,” “should,” “would,” “could,” “anticipate,” “expect,” “believe,” or similar words, in each case, intended to refer to future events or circumstances. Our future results may differ materially from our past results due to various uncertainties and risks, including, but not limited to, those included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based upon information available to us at this time. These statements are not guarantees of future performance. We disclaim any obligation to update information in any forward-looking statement. Actual results could vary from our forward-looking statements due to the factors described in our 2024 Annual Report, as well as other important factors.

Table of Contents

FUTURE FINTECH GROUP INC.
02B-03A, 23/F, Sino Plaza
255-257 Gloucester Road
Causeway Bay, Hong Kong

PROXY STATEMENT

The Board of Directors (the “Board” or “Board of Directors”) of Future Fintech Group Inc. (the “Company”, “we”, “us”, or “our”) is providing these materials to you in connection with the Company’s special meeting of stockholders (the “Special Meeting”). The Special Meeting will take place on September 2, 2025, at 10:00 a.m. Hong Kong time, at the Company’s corporate headquarters, located at 02B-03A, 23/F, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong, Special Administrative Region, People’s Republic of China. You are receiving this Proxy Statement because, as of July 2, 2025 (the “Record Date”), you owned shares of the Company’s common stock, $0.001 par value (the “Common Stock”), entitling you to vote at the Special Meeting. Our Board is soliciting proxies from shareholders as of the Record Date who wish to vote at the meeting. By use of a proxy, you can vote even if you do not attend the Special Meeting. This Proxy Statement describes the matters on which you are being asked to vote and provides information on those matters so that you can make an informed decision.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS,
THE SPECIAL MEETING AND VOTING

Q: When and where will the Special Meeting take place?

A: The Special Meeting will be held on September 2, 2025, at 10:00 a.m. Hong Kong time, at the Company’s corporate headquarters, located at 02B-03A, 23/F, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong, Special Administrative Region, People’s Republic of China.

Q: Why am I being provided with these materials?

A: This proxy statement (“Proxy Statement”) and the enclosed proxy card are first being sent to the Company’s shareholders in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Future FinTech Group Inc. (the “Company”) of proxies to be voted at our Special Meeting of Shareholders, scheduled to be held on September 2, 2025 at 10:00 a.m., Hong Kong time (including any postponements, adjournments, or continuations thereof, the “Special Meeting”). This notice of Special Meeting and form of proxy is first being sent or given on or about August 14, 2025 to all shareholders of record as of the close of business on July 2, 2025 (the “Record Date”).

Q: How do I vote?

A: If you are a shareholder of record as of the Record Date, you may vote:

• Via Fax: by faxing the signed proxy card to 1.727.269.5616.

• Via Internet: at https://www.transhare.com/. Click on Vote Your Proxy, find the Company in the list provided and click the Click Here button, select Submit Your Vote, and enter your Control Number (see your proxy card for additional instructions).

• By email: by emailing your signed proxy card to Proxy@Transhare.com. By mail, by signing and returning the proxy card provided to:

Proxy Team Transhare Corporation
17755 US Highway 19 N, Suite 140
Clearwater FL 33764

• In person during the Special Meeting.

Table of Contents

If your shares are held in “street name,” meaning that they are held of record by your brokerage firm, bank, broker-dealer or other nominee, then you will receive voting instructions from the holder of record. You must follow those instructions in order for your shares to be voted. Your broker is required to vote your shares in accordance with your instructions. If your shares are held by an intermediary and you intend to vote your shares in person at the Special Meeting, please bring with you evidence of your ownership as of the record date (such as a recent brokerage statement showing your ownership of the shares as of the record date or a letter from the broker or nominee confirming such ownership), and a form of personal photo identification.

Q: Who can attend the Special Meeting?

A: Only shareholders of record as of the Record Date, individuals holding a valid proxy from a record holder, and our invited guests may attend the Special Meeting. The Special Meeting can only be attended in person.

Q: Who may vote at the Special Meeting?

A: Only shareholders of record of the Company’s Common Stock at the close of business on the Record Date of July 2, 2025 are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement of the Special Meeting.

Shareholders of Record. If shares of the Common Stock are registered directly in your name with Transhare Corporation, the Company’s transfer agent, you are considered the “shareholder of record” with respect to those shares, and you may vote those shares at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting, we urge you to vote by proxy to ensure your vote is counted.

Street Name Shareholders. If shares of the Common Stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the proxy materials were forwarded to you by your broker, bank or other nominee, who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. You are also invited to attend the Special Meeting in person. However, since you are not the shareholder of record, you may not vote your shares in person at the Special Meeting unless you request and obtain a valid proxy from your broker, bank or other nominee.

Q: How many shares are entitled to vote at the Special Meeting?

A: On the Record Date, we will have 3,450,770 shares of the Common Stock outstanding, which are entitled to vote at the Special Meeting.

Q: How many votes does each share of the Common Stock have?

A: Each share of the Common Stock is entitled to one (1) vote per share on all matters presented at the Special Meeting. Holders of the Common Stock do not possess cumulative voting rights.

Q: If I plan to attend the Special Meeting, can I still vote by proxy?

A: Yes. Casting your vote in advance does not affect your right to attend the Special Meeting.

Q: Is there a list of record holders entitled to vote at the Special Meeting?

A: A list of the Company’s registered shareholders entitled to vote at the Special Meeting will be made available for examination by any shareholder for any purpose germane to the meeting for a period of at least ten (10) days prior to the Special Meeting. If you would like to inspect the shareholder list, please contact Hu Li, the Company’s Chief Executive Officer at leehoo@ftft.com to make arrangements.

Table of Contents

Q: What am I being asked to vote on?

A: The proposals scheduled to be voted on at the Special Meeting (each a “Proposal” and collectively, the “Proposals”) are:

		Proposal One		Amendment and Restatement of the Company’s Amended and Restated Articles of Incorporation, as Amended: the approval to amend and restate the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), to increase the Company’s authorized shares of common stock, $0.001 par value (the “Common Stock”) from 6,000,000 shares to 600,000,000 shares (the “Authorized Share Increase Proposal”).
		Proposal Two		Issuance of Shares Upon Conversion of the Remaining Balance of the Streeterville Note: the approval to issue shares of the Company’s Common Stock upon conversion of the remaining balance of a Convertible Promissory Note previously issued to Streeterville Capital, LLC on December 27, 2023 (the “Streeterville Note”), which, when fully converted, may exceed 20% of the issued and outstanding Common Stock, which issuance requires shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (the “Streeterville Note Proposal”) and (2) result in a change of control of the Company, in accordance with Nasdaq Listing Rules 5635(d) (the “20% Rule”) and 5635(b) (the “Change-of-Control Rule”).
		Proposal Three		Unregistered Offshore Equity Financing Transaction: the approval to issue up to 15,000,000 shares of the Common Stock (the “Equity Financing Proposal”) to non-U.S. investors in an unregistered offering pursuant to Regulation S of the Securities Act of 1933, under the terms of a Securities Purchase Agreement, which will (1) exceed 20% of the Company’s issued and outstanding Common Stock, and (2) result in a change of control of the Company, in accordance with the 20% Rule and Change-of-Control Rule.
		Proposal Four		Unregistered Pre-Paid Financing Transactions: the approval of the issuance of up to $10,000,000 worth of Common Stock to Avondale Capital, LLC in a non-public pre-paid financing transaction, which, when fully consummated, may exceed 20% of the Company’s issued and outstanding Common Stock, in accordance with the 20% Rule and Change-of-Control Rule (the “Pre-Paid Financing Proposal”).
		Proposal Five		Adjournment of the Special Meeting: the approval to adjourn the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes to approve the foregoing proposals (the “Adjournment Proposal”).

The shareholders will also be asked to consider and vote upon any other business properly brought before the Special Meeting or any adjournment or postponement thereof. Our Board recommends that you vote “FOR” the Proposals.

Q: How many votes are needed to approve each Proposal?

A: The approval of each Proposal requires the affirmative vote of a majority of the votes cast, either in person or by proxy, at the Special Meeting, provided a quorum is present. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on each Proposal. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote.

Q: What is the difference between a shareholder of record and a beneficial owner?

A: If your shares are registered directly in your name with our transfer agent, Transhare Corporation, then you are considered the “shareholder of record” with respect to those shares.

Table of Contents

If your shares are held in street name by a brokerage firm, bank, trustee or other agent, which we refer to as a nominee, then you are considered the “beneficial owner” of the shares held in street name. As the beneficial owner, you have the right to direct your nominee on how to vote your shares by following the instructions provided to you by your nominee.

Q: What constitutes a quorum, and why is a quorum required?

A: We are required to have a quorum of shareholders present to conduct business at the Special Meeting. The presence, either in person or by proxy, of holders of a majority of the voting power of the issued and outstanding shares of stock entitled to vote on July 2, 2025 is necessary to constitute a quorum, permitting us to conduct the business of the Special Meeting. Because, as mentioned above, banks, brokers and nominee holders of record will not have discretionary voting authority with respect to Proposal One (the Authorized Share Increase Proposal), Proposal Two (the Streeterville Note Proposal), Proposal Three (the Equity Financing Proposal) and Proposal Four (the Pre-Paid Financing Proposal) to be considered at the Special Meeting, if a beneficial owner of shares held in “street name” does not give voting instructions to the broker, bank or nominee holder of record with respect to such proposal, such shares will not be considered present or represented by proxy at the Special Meeting, which means such shares will not be included in determining whether a quorum is present. Abstentions, on the other hand, will be included in determining whether a quorum is present. If you hold your shares in street name, we encourage you to provide voting instructions to the broker, bank or nominee that holds your shares. If there is no quorum, the chairperson of the meeting or the holders of a majority of the shares represented at the meeting may adjourn the meeting to another date. If a quorum is not present, we will be required to reconvene the Special Meeting at a later date.

Q: What happens if additional matters are presented at the Special Meeting?

A: Other than the five items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Special Meeting.

Q: What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

A: We must vote your shares as you have instructed. If you are a shareholder of record and you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted as follows:

• “FOR” Proposal One: Authorized Share Increase Proposal

• “FOR” Proposal Two: Streeterville Note Proposal

• “FOR” Proposal Three: Equity Financing Proposal

• “FOR” Proposal Four: Pre-Paid Financing Proposal

• “FOR” Proposal Five: Adjournment Proposal

If other matters properly come before the Special Meeting and you do not provide specific voting instructions, your shares will be voted as recommended by the Board. If you are a street name shareholder, you must provide voting instructions to your broker, bank or other nominee in accordance with their instructions in order for your shares to be properly voted. Please see “What are ‘broker non-votes’?” below regarding the ability of brokers, banks and other such holders of record to vote the uninstructed shares of their clients or other beneficial owners in their discretion and for an explanation of broker non-votes.

Q: What are “broker non-votes”?

A: Broker non-votes can occur when a street name shareholder does not give instructions to their broker, bank or other nominee. Under rules that govern brokers, banks, and other agents that are record holders of company stock held in brokerage accounts for their clients who beneficially own such shares, if the beneficial owner does not provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters

Table of Contents

that are considered “routine” (discretionary matters), but cannot vote the shares with respect to “non-routine” (non-discretionary) matters. A “broker non-vote” occurs when a broker, bank, or other nominee submits a proxy for the Special Meeting but does not vote on a particular proposal because they either (i) do not choose to exercise their discretionary voting power or (ii) do not have discretionary voting power with respect to that proposal and have not received instructions from the beneficial owner.

Proposal One (the Authorized Share Increase Proposal), Proposal Two (the Streeterville Note Proposal), Proposal Three (the Equity Financing Proposal) and Proposal Four (the Pre-Paid Financing Proposal) are not considered “routine” matters, and, therefore, your broker cannot vote your shares on Proposal One, Proposal Two or Proposal Three without your instructions. Proposal Five (the Adjournment Proposal) is considered a “routine” matter, and, therefore, your broker is entitled to vote your shares on Proposal Five absent voting instructions from you.

Q: What if I am a beneficial shareholder and I do not give the nominee voting instructions?

A: If you are a beneficial shareholder and your shares are held in street name with a broker, the broker has the authority to vote shares for which you do not provide voting instructions only with respect to certain “routine” matters. A broker non-vote occurs when a nominee who holds shares on behalf of a beneficial owner does not vote on a particular matter because the nominee does not have discretionary voting authority for that matter and has not received instructions from the beneficial owner of the shares. Broker non-votes are included in the calculation of the number of votes considered to be present at the Special Meeting for purposes of determining the presence of a quorum but are not counted as votes cast with respect to a matter on which the nominee has expressly not voted. Proposal One (the Authorized Share Increase Proposal), Proposal Two (the Streeterville Note Proposal), Proposal Three (the Equity Financing Proposal) and Proposal Four (the Pre-Paid Financing Proposal) are deemed to be “non-routine” matters, and, as a result, your broker or nominee may not vote your shares on Proposal One, Proposal Two, Proposal Three or Proposal Four in the absence of your instruction. Proposal Five (the Adjournment Proposal) is considered a “routine” matter, and, as a result, your broker or nominee may vote your shares on Proposal Five absent voting instructions from you.

Q: Will I have Appraisal or Dissenters’ Rights with respect to the Proposals?

A: Pursuant to the Florida Business Corporation Act (“FBCA”), shareholders are not entitled to appraisal rights or dissenters’ rights with respect to the Proposals.

Q: Can I change my vote or revoke my proxy after I have delivered my proxy?

A: Yes. If you are a shareholder of record, you may change your vote or revoke your proxy at any time before its exercise at the Special Meeting by:

• delivering written notice to Proxy Team, Transhare Corporation, 17755 US Highway 19 N, Suite 140, Clearwater, FL 33764;

• properly submitting a proxy with a later date (which may be done by Internet, telephone or mail) before the applicable deadline; or

• attending the Special Meeting and voting in person.

If you are a beneficial shareholder, you must contact your nominee to change your vote or obtain a proxy to vote your shares if you wish to cast your vote in person at the Special Meeting.

Q: What does it mean if I receive more than one proxy card?

A: If you receive more than one proxy card, it means that you hold shares of the Common Stock in more than one account. To ensure that all your shares are voted, sign and return each proxy card. Alternatively, if you vote by Internet or telephone, you will need to vote once for each proxy card you receive.

Q: Who should I call with other questions?

A: If you have additional questions about this Proxy Statement or the Special Meeting or would like additional copies of this Proxy Statement or the enclosures herein, please contact Proxy Team, Transhare Corporation, 17755 US Highway 19 N, Suite 140, Clearwater, FL 33764, Telephone: (303) 662-1112.

Table of Contents

Q: Who will count the votes?

A: Transhare Corporation, the Company’s transfer agent, will act as inspector of election and will tabulate the votes.

Q: What are the potential negative impacts to Shareholders if the Proposals are approved?

A: Proposal One (Authorized Share Increase Proposal) is a proposal for an increase of our authorized shares of Common Stock from 6,000,000 to 600,000,000 If approved, we plan to issue shares of the Common Stock pursuant to three (3) separate financings, including Proposal Two (Streeterville Note Proposal), Proposal Three (Equity Financing Proposal) and Proposal Four (Pre-Paid Financing Proposal). Each of the financing proposals include variable rate financings which will increase the number of shares of the Common Stock outstanding, causing substantial dilution to stockholders and diluting the value of your investment. Additionally, the proposals will likely cause a decline in the trading price of the Common Stock.

Q: Is my vote confidential?

A: Proxy instructions, ballots, and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within the Company or to anyone else, except: (1) as necessary to meet applicable legal requirements; (2) to allow for the tabulation of votes and certification of the vote; or (3) to facilitate a successful proxy solicitation.

Q: Who will bear the cost of soliciting votes for the Special Meeting?

A: The Board of Directors is making this solicitation on behalf of the Company, which will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. We are paying the cost of this solicitation. In addition to solicitation by mail, proxies may be solicited in person or by telephone, e-mail, facsimile or other means by our officers or regular employees, without paying them any additional compensation or remuneration. Arrangements have also been made with brokers, dealers, banks, voting trustees and other custodians, nominees and fiduciaries to forward proxy materials and annual reports to the beneficial owners of the shares held of record by such persons, and we will, upon request, reimburse them for their reasonable expenses in so doing.

Q: Where can I find the voting results of the Special Meeting?

A: We intend to announce voting results at the Special Meeting and publish final results in a Current Report on Form 8-K, which we expect will be filed within four (4) business days of the Special Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four (4) business days after the Special Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four (4) business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

Table of Contents

PROPOSAL ONE: AUTHORIZED SHARE INCREASE PROPOSAL

Overview

Our shareholders are being asked for their approval to amend and restate the Company’s Articles of Incorporation, as amended, to increase the number of the Company’s authorized shares of the Common Stock (the “Share Increase Amendment”). On July 28, 2025, the Board of Directors unanimously approved an amendment to the Articles of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 6,000,000 to 600,000,000 shares (the “Authorized Share Increase Proposal”).

The form of the Share Increase Amendment is attached as Annex B to this Proxy Statement. If approved by the shareholders, the Share Increase Amendment will become effective upon the filing of the Share Increase Amendment with the Florida Secretary of State, which will occur as soon as reasonably practicable after the Special Meeting.

Reasons for Requesting Shareholder Approval

The purpose of the Authorized Share Increase Proposal is:

• To provide the Company with sufficient authorized capital to issue shares of the Common Stock in connection with a Convertible Promissory Note previously issued to Streeterville Capital, LLC on December 27, 2023 (the “Streeterville Note”), which, when fully converted, may exceed 20% of the issued and outstanding Common Stock Nasdaq Listing Rules 5635(d) (the “20% Rule”) and 5635(b) (the “Change-of-Control Rule”).

• To provide the Company with sufficient authorized capital to issue up to 15,000,000 shares of the Common Stock to non-U.S. investors in an unregistered offering pursuant to Regulation S of the Securities Act of 1933, pursuant to the terms of a Securities Purchase Agreement, which will (1) exceed 20% of the Company’s issued and outstanding Common Stock, and (2) result in a change of control of the Company, in accordance with the 20% Rule and Change-of-Control Rule.

The Proposal will also provide the Company with the flexibility it needs to pursue future financing transactions, strategic acquisitions, equity-based incentive programs, and other general corporate purposes without the delay and expense of convening another shareholder meeting each time additional shares might be required. The Board of Directors will be permitted to issue additional shares of the Common Stock when and if the Board determines that circumstances warrant. Any future issuances of Common Stock will be subject to applicable Nasdaq rules and to the requirements of FBCA. The rights and preferences of the outstanding shares of Common Stock will not change, but future issuances would dilute the ownership and voting interests of existing shareholders and would likely affect the market price of the Company’s stock, depending on the terms of such issuances.

Appraisal or Dissenters’ Rights

Pursuant to FBCA, shareholders are not entitled to appraisal rights or dissenters’ rights with respect to the Authorized Share Increase Proposal.

Rights of Additional Authorized Shares

Any newly authorized shares of the Common Stock will be identical to the shares of the Common Stock now authorized and outstanding. The Share Increase Amendment will not alter the voting powers or relative rights of the Common Stock. In accordance with the Certificate of Incorporation and Florida law, any of our authorized but unissued shares of preferred stock are “blank check” preferred stock, which shall have such voting rights, dividend rights, liquidation preferences, conversion rights and preemptive rights as may be designated by the Board pursuant to a certificate of designation. We are not seeking to increase the number of authorized shares of preferred stock.

Potential Adverse Effects of the Share Increase Amendment

The Board has current plans to issue shares from the additional authorized shares provided by the Share Increase Amendment Proposal, which will have an immediate dilutive effect on the proportionate voting power or other rights of the Company’s existing shareholders. The future issuance of additional authorized shares of the Common Stock

Table of Contents

may, among other things, dilute the earnings per share of Common Stock and the equity and voting rights of those holding Common Stock or special voting Common Stock at the time the additional shares are issued. Additionally, this potential dilutive effect may cause a reduction in the market price of the Common Stock.

Potential Anti-Takeover Effects

By increasing the number of authorized but unissued shares of Common Stock, our ability to issue additional shares of Common Stock could, under certain circumstances, have an anti-takeover effect, although this is not the intent of the Board. For example, our ability to issue additional shares of the Common Stock could adversely affect the ability of third parties to take over the Company or effect a change of control of the Company by, for example, permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or contemplating a tender offer or other transaction for the combination of us with another company that the Board determines is not in the Company’s best interests or in the best interests of our shareholders. The ability of the Board to cause the Company to issue substantial amounts of the Common Stock or preferred stock without the need for shareholder approval, except as may be required by law or regulation, upon such terms and conditions as the Board may determine from time to time in the exercise of its business judgment may, among other things, result in practical impediments with respect to changes in control of the Company or have the effect of diluting the stock ownership of holders of the Common Stock seeking to obtain control of the Company. The issuance of the Common Stock or preferred stock, while providing desirable flexibility in connection with potential financings and other corporate transactions, may have the effect of discouraging, delaying or preventing a change in control of the Company. The Board, however, does not intend or view the Authorized Share Increase Proposal to effect the Share Increase Amendment as an anti-takeover measure, nor does the Board contemplate using the resulting increase in shares of the Common Stock (the “Share Increase”) in this manner at any time in the foreseeable future.

Effectiveness of Share Increase Amendment

If the Share Increase Amendment Proposal is approved by the shareholders at the Special Meeting, the Share Increase Amendment will become effective upon the filing of a certificate of amendment to our Articles of Incorporation with the Secretary of State of the State of Florida. The Board will have sole and absolute discretion to determine the time and date, if at all, of the filing of the Share Increase Amendment.

Vote Required and Recommendation of the Board

The approval of the Authorized Share Increase Proposal requires the affirmative vote of a majority of the votes cast, either in person or by proxy, at the Special Meeting, provided a quorum is present. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote.

The Board of Directors has unanimously determined that the Authorized Share Increase Proposal is in the best interests of the Company and its shareholders.

The Board of Directors unanimously recommends that you vote “FOR” the Authorized Share Increase Proposal.

Table of Contents

PROPOSAL TWO: STREETERVILLE NOTE PROPOSAL

Overview

On December 27, 2023, the Company entered into a Securities Purchase Agreement (the “Streeterville SPA”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), pursuant to which the Company issued a Convertible Promissory Note in the principal amount of $1,100,000 (the “Streeterville Note”) to Streeterville. The Streeterville Note bears interest at the rate of 8% per annum. Under the terms of the Streeterville Note, Streeterville has the right, exercisable at any time in its sole and absolute discretion, to redeem all or any portion of the Streeterville Note, subject to the maximum monthly redemption amount of $200,000 per calendar month. Payments of each redemption amount may be made by converting such redemption amount into shares of the Company’s Common Stock (“Redemption Conversion Shares”) equal to the portion of the applicable redemption amount being converted divided by the lesser of (a) $12.00 (reflecting a recent reverse stock split), and (b) the “Market Price”, which means 82% multiplied by the lowest daily volume weighted average price of the Common Stock of the Company during the ten (10) trading days immediately preceding the applicable measurement date (the “Streeterville Conversion Price”). As of July 23, 2025, the Streeterville Note has principal and interest outstanding of approximately $450,000.

Based on the Company’s current capitalization and trading price, conversion of the remaining outstanding balance of the Streeterville Note may result in the issuance of more than 20% of the Company’s currently outstanding Common Stock. Nasdaq Listing Rule 5635(d) (the “20% Rule”) requires shareholder approval before a listed company may issue 20% or more of its outstanding Common Stock (or securities convertible into or exercisable for shares of Common Stock) at a price below the “Minimum Price” (i.e., the greater of (i) the closing bid price immediately preceding execution of the binding agreement and (ii) the average closing bid price for the five trading days preceding such execution).

Additionally, Nasdaq Listing Rule 5635(b) (the “Change-of-Control Rule”) requires shareholder approval prior to the issuance of securities when the issuance or potential issuance will result in a “change of control” of the issuer. Generally, Nasdaq interpretations provide that the acquisition of 20% of the shares of an issuer by one person or a group of affiliated persons may be deemed a change of control of such issuer. Under the Streeterville Note, if Streeterville converts the remaining balance of the Streeterville Note, the Company could issue a block of the Common Stock exceeding 20% of the current outstanding Common Stock, and it could result in a change of control under the Nasdaq interpretations of Nasdaq Listing Rule 5635(b).

Accordingly, the Company is seeking shareholder approval for the potential issuance of shares of the Common Stock upon conversion or redemption of the Streeterville Note in excess of the 20% threshold, to ensure compliance with Nasdaq Listing Rule 5635(b) and Nasdaq Listing Rule 5635(d). If these Proposals are approved, no further shareholder approval will be required or sought for the conversion of the remaining balance of the Streeterville Note.

Potential Effect of Streeterville Note Conversion

If Streeterville converts the remaining balance of the Streeterville Note, the Company could issue a block of the Common Stock exceeding 20% of the current outstanding Common Stock. Such an issuance would dilute existing shareholders’ ownership and thereby reduce each existing stockholder’s proportionate ownership and voting power in our Common Stock, expand the public float, and could place downward pressure on the market price of the shares. The actual impact cannot be determined with certainty until the conversion amount and prevailing market price are known.

Reasons for Requesting Shareholder Approval

Nasdaq Listing Rule 5635(b) requires shareholder approval prior to the issuance of securities when the issuance or potential issuance will result in a “change of control” of the issuer. Generally, Nasdaq interpretations provide that the acquisition of 20% of the shares of an issuer by one person or a group of affiliated persons may be deemed a change of control of such issuer. Under the Streeterville Note, if Streeterville converts the remaining balance of the Streeterville Note, the Company could issue a block of the Common Stock exceeding 20% of the current outstanding Common Stock, and it could result in a change of control under the Nasdaq interpretations of Nasdaq Listing Rule 5635(b).

Shareholders should note that a “change of control,” as described under Nasdaq Listing Rule 5635(b), applies only with respect to the application of such rule, and does not necessarily constitute a “change of control” for purposes of Florida law, our organizational documents or any other agreements to which we may be a party.

Table of Contents

Nasdaq Listing Rule 5635(d) requires shareholder approval of transactions, other than public offerings, resulting in the issuance of greater than 20% of the outstanding Common Stock or voting power of the issuer prior to the offering at a price less than the “Minimum Price,” which Nasdaq defines as the lower of the issuer’s most recent closing price immediately prior to signing the binding agreement for the transaction or the average of the closing price for the five trading days immediately preceding the signing of the binding agreement. Due to the number of shares of the Common Stock being issued in connection with the Streeterville Note at the Streeterville Conversion Price, which is less than the “Minimum Price”, the conversion of the Common Stock potentially into over 20% of the outstanding Common Stock requires shareholder approval pursuant to Nasdaq Listing Rule 5635(d).

Appraisal or Dissenters’ Rights

Pursuant to FBCA, shareholders are not entitled to appraisal rights or dissenters’ rights with respect to the Streeterville Note Proposal, and the Company will not provide appraisal rights or dissenters’ rights.

Vote Required and Recommendation of the Board

The approval of the Streeterville Note Proposal requires the affirmative vote of a majority of the votes cast, either in person or by proxy, at the Special Meeting, provided a quorum is present. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote.

The Board of Directors has unanimously determined that the Streeterville Note Proposal is in the best interests of the Company and its shareholders.

The Board of Directors unanimously recommends that you vote “FOR” the Streeterville Note Proposal.

Table of Contents

PROPOSAL THREE: EQUITY FINANCING PROPOSAL

Overview

On July 24, 2025, the Company entered into a Securities Purchase Agreement (the “Equity SPA”) with seven non-U.S. investors (collectively, the “Purchasers”). The Equity SPA contemplates the sale, in one or more closings, of up to 15,000,000 shares of our Common Stock (the “Shares”) at a cash purchase price of $2.00 per share, for gross proceeds of up to $30,000,000. The Shares will be issued in reliance on Regulation S and will bear the customary restrictive legend.

The initial closing is capped at no more than 19.9% of the Company’s outstanding Common Stock as of the closing date (the “19.9% Limit”). Any Shares subject to the 19.9% Limit will not be outstanding on the Record Date for this Special Meeting and, therefore, will not vote on this Proposal. Following shareholder approval of this Proposal (if obtained), any remaining Shares may be issued in one or more subsequent closings, expected to occur within three business days after the Special Meeting. Net proceeds will be used for working capital, strategic investments and other general corporate purposes.

As of July 2, 2025, the Record Date for this Special Meeting, there were 3,450,770 shares of Common Stock outstanding and entitled to vote at this Special Meeting.

A copy of the Equity SPA is attached as Annex C to this Proxy Statement.

Nasdaq Shareholder Approval Requirements

Nasdaq Listing Rule 5635(d) requires shareholder approval before the Company issues Common Stock (or securities convertible into or exercisable for Common Stock) equal to 20% or more of the outstanding shares or voting power at a price below the greater of the book or market value. Issuing the full 15,000,000 Shares will exceed this 20% threshold; therefore, the Company must obtain shareholder approval before issuing any Shares in excess of the 19.9% Limit.

Additionally, Nasdaq Listing Rule 5635(b) separately requires shareholder approval of any issuance resulting in a “change of control,” which Nasdaq generally presumes to occur when a new investor or group obtains 20% or more of the Company’s outstanding Common Stock or voting power and becomes the single largest holder able to elect, or materially influence the election of, a majority of the Board of Directors. The rules generally deem a change of control to occur when, as a result of the issuance, an investor or a group of investors would own, or have the right to acquire, 20 percent or more of the outstanding shares of Common Stock or of the voting power, and such ownership or voting power would be the largest position. An investor or a group of investors could elect, or materially influence the election of, a majority of our directors. Because the transaction will effect a change of control, Rule 5635(b) also makes shareholder approval mandatory.

The Equity SPA

Pursuant to the Equity SPA dated July 24, 2025, the Purchasers agreed to buy an aggregate of 15,000,000 shares of Common Stock at $2.00 per share. Wealth Index Capital Limited (“WICL”) will acquire 9,000,000 shares; each of the remaining six Purchasers will acquire 1,000,000 shares.

The first closing is limited to a number of shares that does not exceed 19.9% of the Company’s outstanding Common Stock on that date. Any remaining shares will be issued after the Company’s shareholders approve the transaction in accordance with Nasdaq rules.

Immediately after full issuance of the 15,000,000 shares, WICL is expected to beneficially own approximately 48.8% of the Company’s outstanding Common Stock, based upon 3,450,770 shares outstanding on July 2, 2025, giving it the practical ability to elect, or materially influence the election of, a majority of the Board of Directors. Each of the other purchasers will own roughly 5.4%. Existing shareholders will retain approximately 18.7%. The Equity SPA does not otherwise contain any voting agreements, board-designation rights, or similar arrangements among the Purchasers or between any Purchaser and the Company regarding director elections or other corporate governance matters.

Table of Contents

We expect a change-in-control (for Nasdaq or securities-law purposes) will occur on the business day the second (final) tranche is issued and settled, which will take place promptly after approval of the Equity Financing Proposal by our shareholders and satisfaction of the remaining closing conditions.

Effects if the Offshore Equity Financing Transaction Proposal is Approved

If the shareholders vote for this Proposal, it will allow the Company to complete the second and final closing under the Equity SPA. As a result:

• The Company will receive almost all of the $30 million expected from the Equity SPA, materially enhancing its cash position and funding its working-capital and strategic objectives.

• Because the financing is all-cash and equity-based, the balance-sheet impact is limited to dilution as there is no new interest expense or leverage.

• Once all shares are issued, the lead purchaser will hold a significant minority stake that is large enough to influence, and potentially determine, Board elections and other shareholder votes. The other purchasers together will also hold a meaningful combined stake; current shareholders’ percentage ownership will decline correspondingly.

• Approval of the Equity Financing Proposal will satisfy both the Nasdaq 20% Rule and the Nasdaq Change-of-Control Rule.

• Although the new shares will initially carry a Regulation S legend, they may, after seasoning, become eligible for resale, gradually increasing the trading float.

Effects if the Proposal is Not Approved

If shareholders vote against this Proposal:

• The Company would be limited to selling less than 20% of its currently outstanding shares, raising only a fraction of the intended proceeds.

• Under the Equity SPA, the Purchasers have no obligation, and, in practice, are not permitted to buy the remaining shares without approval of the Equity Financing Proposal by our shareholders; the agreement may be terminated if such approval is not obtained by its outside date.

• The lead investor’s stake would remain below Nasdaq’s presumptive control threshold, and existing shareholders would retain the decisive voting majority.

• Management would need to explore alternative capital sources to pursue its growth and working capital plans; replacement financing might involve higher costs, stricter debt covenants, or greater dilution.

• A failed vote could signal investor unease about dilution or governance issues, which may heighten share price volatility and complicate future capital-raising efforts.

Appraisal or Dissenters’ Rights

Pursuant to FBCA, shareholders are not entitled to appraisal rights or dissenters’ rights with respect to the Equity Financing Proposal, and the Company will not provide appraisal rights or dissenters’ rights.

Vote Required and Recommendation of the Board

The approval of the Equity Financing Proposal requires the affirmative vote of a majority of the votes cast, either in person or by proxy, at the Special Meeting, provided a quorum is present. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote.

The Board of Directors has unanimously determined that the Equity Financing Proposal is in the best interests of the Company and its shareholders.

The Board of Directors unanimously recommends that you vote “FOR” the Equity Financing Proposal.

Table of Contents

PROPOSAL FOUR: PRE-PAID FINANCING PROPOSAL

Overview

On July 28, 2025, the Company entered into a Pre-Paid Securities Purchase Agreement (the “Pre-Paid SPA”) and a Registration Rights Agreement (the “RRA,” and together with the Pre-Paid SPA and all related schedules and exhibits, including the Pre-Paid Instruments (as defined below), collectively, the “Pre-Paid Transaction Agreements”), each with Avondale Capital, LLC, a Utah limited liability company (the “Investor”).

The Pre-Paid Transaction Agreements provide for potential funding of up to $10,000,000 (the “Commitment Amount”) through the issuance of pre-paid purchase instruments (each, a “Pre-Paid Instrument,” and collectively, the “Pre-Paid Instruments”). The Pre-Paid Instruments are structured to be settled, in whole or in part, in shares of the Company’s common stock. The number of shares issuable upon any such settlement is determined based on a variable pricing formula that references recent market trading activity. Specifically, the per share price used to calculate the number of shares to be issued (the “Settlement Price”) is equal to 82% of the lowest daily volume-weighted average price (VWAP) of the Company’s common stock during the ten (10) trading days immediately preceding the applicable purchase date, which may be settled in shares of the Company’s Common Stock.

A copy of the Pre-Paid SPA is attached as Annex D to this Proxy Statement.

The Pre-Paid SPA and RRA

The Pre-Paid SPA includes ownership limitations that prohibit the Investor from beneficially owning more than 9.99% of the Company’s outstanding shares at any time, which may cap the number of shares issuable at any given point. If these limits are reached or if other constraints prevent settlement in shares, the Company may be required to redeem the remaining balance of the Pre-Paid Instrument for cash.

Initial Closing

At the initial closing under the Pre-Paid SPA, the Company received $800,000 in gross proceeds and issued a Pre-Paid Instrument with a principal amount of $884,000. This principal amount reflects an original issue discount (OID) of 8% and includes a $20,000 reimbursement for transaction-related expenses. As additional consideration, on the Closing Date (as defined in the Pre-Paid SPA), the Company will issue the number of Common Stock to the Investor as “Commitment Shares”, which will equal 1.50% of the Commitment Amount based on the closing price of the Common Stock on the Trading Day immediately preceding the Closing Date, subject to a 9.99% ownership limitation.

The initial Pre-Paid Instrument bears interest at 8% per annum and may be settled, at the Investor’s discretion, in shares of Common Stock valued at 82% of the lowest daily volume-weighted average price (VWAP) during the ten (10) trading days prior to each purchase date, representing an effective 18% discount. The Company may not issue shares that would cause the Investor to beneficially own more than 9.99% of the Company’s outstanding Common Stock at any time.

Subsequent Fundings

Subject to shareholder approval and satisfaction of other conditions, the Company may complete a second closing in the amount of $500,000 in exchange for a Pre-Paid Instrument with a $540,000 principal amount. Following that, the Company may request additional fundings during a two-year commitment period, in tranches of at least $250,000 and up to $1,500,000 each, with terms substantially similar to the initial Pre-Paid Instrument.

Each future funding may include pre-delivery shares and/or additional commitment shares, as required under the terms of the Pre-Paid SPA.

Events of Default

Events of default under the Pre-Paid Instruments may accelerate repayment or suspend the Investor’s funding obligations. Upon an event of default, outstanding obligations may become immediately due and payable at 120% of the balance due, and interest may accrue at 18% per annum. In a change-of-control or other fundamental transaction, the Company may be required to redeem the instruments for cash.

Table of Contents

Registration Rights

Under the RRA, the Company is required to file and maintain an effective registration statement covering the resale of the Common Stock issued under the Pre-Paid SPA. Failure to timely register or maintain such registration may result in penalties of 1% of the then-outstanding balance per 30-day period, up to a maximum of 4%.

Nasdaq Shareholder Approval Requirements

Nasdaq Listing Rule 5635(d) requires shareholder approval before the Company issues Common Stock (or securities convertible into or exercisable for Common Stock) equal to 20% or more of the outstanding shares or voting power at a price below the greater of the book or market value. Issuing the shares required under the Pre-Paid SPA will exceed this 20% threshold; therefore, the Company must obtain shareholder approval before issuing any Shares in excess of the 19.9% Limit.

Effects if the Pre-Paid Financing Transaction Proposal is Approved

If Proposal Four is approved, the Company will be able to access additional capital through the issuance of Pre-Paid Instruments without further shareholder approval. The proceeds will be used for general working capital, to reduce existing liabilities, or to fund strategic growth initiatives. This flexibility will help the Company avoid the delay and expense of a traditional public offering.

However, issuances of shares of our Common Stock under the Pre-Paid Transaction Agreements would cause significant dilution to existing shareholders and thereby reduce, each existing stockholder’s proportionate ownership in our Common Stock, particularly if the Company’s stock price declines. The Investor will receive shares at a discount to the prevailing market price and may also receive additional non-cash consideration, such as commitment shares or pre-delivery shares.

Effects if the Proposal is Not Approved

If Proposal Four is not approved, the Company will not be able to complete additional closings under the Pre-Paid SPA beyond the initial $800,000 funding. As a result, the Company may lose access to needed capital and could be required to seek alternative financing on less favorable terms or delay or curtail planned operations. However, under the terms of the Pre-Paid SPA, if shareholder approval is not obtained within forty-five (45) days following the Closing Date, the Company is obligated to continue using commercially reasonable efforts to seek and obtain such approval, including by soliciting shareholder approval at intervals of no more than every ninety (90) days until it is obtained.

Appraisal or Dissenters’ Rights

Pursuant to FBCA, shareholders are not entitled to appraisal rights or dissenters’ rights with respect to the Pre-paid Financing Proposal, and the Company will not provide appraisal rights or dissenters’ rights.

Table of Contents

Vote Required and Recommendation of the Board

The approval of the Pre-paid Financing Proposal requires the affirmative vote of a majority of the votes cast, either in person or by proxy, at the Special Meeting, provided a quorum is present. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote.

The Board of Directors has unanimously determined that the Pre-paid Financing Proposal is in the best interests of the Company and its shareholders.

The Board of Directors unanimously recommends that you vote “FOR” the Pre-Paid Financing Proposal.

Table of Contents

PROPOSAL FIVE: ADJOURNMENT PROPOSAL

Overview

If the Special Meeting is convened and a quorum is present, but there are not sufficient votes to approve the foregoing Proposals described in this Proxy Statement, the Company may move to adjourn the Special Meeting at that time in order to enable our Board of Directors to solicit additional proxies.

In this Proposal, we are asking our shareholders to authorize the Company to adjourn the Special Meeting to another time and place, if necessary or advisable, to solicit additional proxies in the event that there are not sufficient votes to approve the Proposals, each as described in this Proxy Statement. If our shareholders approve this Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from our shareholders that have previously voted. Among other things, approval of this Proposal could mean that, even if we had received proxies representing a sufficient number of votes to defeat the foregoing Proposals, we could adjourn the Special Meeting without a vote on such Proposals and seek to convince our shareholders to change their votes in favor of such Proposals.

If it is necessary or advisable to adjourn the Special Meeting, no notice of the adjourned meeting is required to be given to our shareholders, other than an announcement at the Special Meeting of the time and place to which the Special Meeting is adjourned, so long as the meeting is adjourned for 60 days or less and no new record date is fixed for the adjourned meeting. At the adjourned meeting, we may transact any business which might have been transacted at the original meeting.

Vote Required and Recommendation of the Board

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast, either in person or by proxy, at the Special Meeting, provided a quorum is present. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote.

The Board of Directors has unanimously determined that the Adjournment Proposal is in the best interests of the Company and its shareholders.

The Board of Directors unanimously recommends that you vote “FOR” the Adjournment Proposal.

Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management

The following table provides information concerning beneficial ownership of our capital stock as of the Record Date, by:

• each shareholder or group of affiliated shareholders who owns more than 5% of our outstanding capital stock;

• each of our named Executive Officers;

• each of our Directors; and

• Executive Officers and Directors as a group.

The following table lists the number of shares and percentage of shares beneficially owned based on 3,450,770 shares of our Common Stock outstanding as of the Record Date, July 2, 2025.

Beneficial ownership is determined in accordance with Securities and Exchange Commission (“SEC”) rules and generally includes voting power and/or investment power with respect to the securities held. Shares of Common Stock subject to options and warrants currently exercisable or exercisable within 60 days of July 2, 2025 or issuable upon conversion of convertible securities which are currently convertible or convertible within 60 days of July 2, 2025 are deemed outstanding and beneficially owned by the person holding those options, warrants or convertible securities for purposes of computing the number of shares and percentage of shares beneficially owned by that person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons or entities named have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them.

Unless otherwise indicated in the footnotes, the principal address of each of the shareholders, named executive officers, and directors below is c/o Future FinTech Group, Inc., 02B-03A, 23/F, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong.

SHARES BENEFICIALLY OWNED

Name of Beneficial Owner	Number	Percentage
Directors and Name Executive Officers
Hu Li, Chief Executive Officer, President and Director	30,000	*	%
Ting (Alina) Ouyang, Chief Financial Officer and Director	0	0	%
Mingjie Zhao, Independent Director	0	0	%
Mingyong Hu, Independent Director	0	0	%
David Hu, Independent Director and Chairman	0	0	%
All current Directors and named Executive Officers as a group (5 persons)	30,000	*	%
5% or Greater Shareholders
Zeyao Xue(1)	385,287	11.2	%
All 5% or Greater Shareholders(1)	385,287	11.2	%

____________

* Less than 1%

(1) Including 352,277 shares directly owned by Mr. Zeyao Xue and 33,011 shares indirectly and beneficially owned by Mr. Zeyao Xue, which consists of (i) 29,342 shares that are directly owned by Golden Dawn International Limited (“Golden Dawn”), a British Virgin Islands company and (ii) 3,668 shares that are directly owned by China Tianren Organic Food Holding (“China Tianren”). Mr. Zeyao Xue holds all of the issued and outstanding capital stock of Fancylight Limited, which is an indirect 100% owner of Golden Dawn and China Tianren. As such, Mr. Zeyao Xue holds the beneficial ownership of shares owned by Golden Dawn and China Tianren. The address of Zeyao Xue is No.3, Xijuyuan Xiang, Lianhu District, Xi’an City, Shaanxi Province, China.

Table of Contents

OTHER MATTERS

As of the date of this Proxy Statement, the only business that our Board intends to present or knows that others will present at the Special Meeting is contained in this Proxy Statement. If any other matter or matters are properly brought before the Special Meeting, or an adjournment or postponement thereof, it is the intention of the person named in the accompanying form of proxy to vote the proxy on such matters in accordance with his best judgment.

Shareholder Proposals for 2025 Annual Meeting of Shareholders and Proxies

As stated in the Definitive Schedule 14A for the Company’s Annual Meeting for 2024 filed with the SEC on October 11, 2024, to be considered for inclusion in the Company’s 2025 proxy materials, your proposal must be submitted in writing before June 13, 2025, to the attention of our Corporate Secretary at our principal executive offices. Nothing in this paragraph shall be deemed to require us to include in our proxy statement and proxy card for such meeting any shareholder proposal which does not meet the requirements of the SEC in effect at the time. Any such proposal will be subject to Rule 14a-8 of the Exchange Act. In addition, any shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 must provide the required notice of intent to solicit proxies to the Corporate Secretary no later than 60 calendar days prior to the first anniversary of the date of the 2024 Annual Meeting (no later than October 6, 2025 for the 2025 Annual meeting of shareholders).

List of Shareholders Entitled to Vote at the Special Meeting

The names of shareholders of record entitled to vote at the Special Meeting will be available at our corporate office for a period of 10 days prior to the Special Meeting and continuing through the Special Meeting.

Expenses Relating to this Proxy Solicitation

We will pay all expenses relating to this proxy solicitation. In addition to this solicitation by mail, our officers, directors, and employees may solicit proxies by telephone or personal call without extra compensation for that activity.

Interests of Officers and Directors in Matters to Be Acted Upon

Except as described in the Proposals, no person who has been a director or executive officer of the Company at any time since the beginning of our fiscal year and no associate of any of the foregoing persons has any substantial interest, direct or indirect, in any matter to be acted upon.

Communication with our Board of Directors

Shareholders may communicate with the Board by directing their communications in a hard copy (i.e., non-electronic) written form to the following address: Board of Directors, Future FinTech Group Inc., 02B-03A, 23/F, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong, Telephone: 852-21141970. A shareholder communication must include a statement that the author of such communication is a beneficial or record owner of shares of the Common Stock. Our Corporate Secretary or one of our officers will review all communications meeting the requirements discussed above and will remove any communications relating to (i) the purchase or sale of products or services, (ii) communications from landlords relating to our obligations or the obligations of one of our subsidiaries under a lease, (iii) communications from suppliers or vendors relating to our obligations or the obligations of one of our subsidiaries to such supplier or vendor, (iv) communications from opposing parties relating to pending or threatened legal or administrative proceedings regarding matters not related to securities law matters or fiduciary duty matters, and (v) any other communications that the Corporate Secretary or officer deems, in his or her reasonable discretion, unrelated to our business. The Corporate Secretary or officer will compile all communications not removed in accordance with the procedure described above and will distribute such qualifying communications to the intended recipient(s). A copy of any qualifying communications that relate to our accounting and auditing practices will also be sent directly to the Audit Committee, whether or not it was directed to such persons.

Table of Contents

Available Information

We maintain an internet website at www.ftft.com. Copies of the Audit Committee Charter, Compensation Committee Charter, Code of Ethics and Code of Conduct can be found on our website, www.ftft.com, by clicking on Investors and then Corporate Governance, and such information is also available in print to any shareholder who requests it by writing to us at the address below.

We are subject to the informational requirements of the Exchange Act and, therefore, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public on the SEC’s website at www.sec.gov. We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of any of our reports as filed with the SEC, including the financial statements and schedules thereto. In addition, such information is available, free of charge, through our website, www.ftft.com, by clicking on Investors and then SEC Filings. A request for a copy of such report should be directed to: Board of Directors, Future FinTech Group Inc., 02B-03A, 23/F, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong, Telephone: 852-21141970.

The Company’s Common Stock is listed on the Nasdaq Stock Market and trades under the symbol “FTFT”.

Householding

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name will receive only one copy of our Proxy Statement, unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees. If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of materials from us, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of materials from us for your household, please contact our transfer agent, Transhare Corporation in writing at c/o Proxy Team, Transhare Corporation, 17755 US Highway 19 N, Suite 140, Clearwater FL 33764, or by telephone at (303) 662 1112 .

If you participate in householding and wish to receive a separate copy of this Proxy Statement, or if you do not wish to participate in householding and prefer to receive separate copies of materials from us in the future, please contact our transfer agent as indicated above. Beneficial shareholders can request information about householding from their nominee.

Table of Contents

INFORMATION INCORPORATED BY REFERENCE

We are incorporating by reference specified documents that we file with the SEC, which means that the incorporated documents are considered part of this Proxy Statement. This document incorporates by reference the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 15, 2025, Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed with the SEC on May 20, 2025, and the Company’s Current Reports on Form 8-K, filed with the SEC on February 18, 2025, March 6, 2025, April 1, 2025, April 2, 2025, April 29, 2025, May 6, 2025, June 16, 2025, June 20, 2025, and June 26, 2025.

Information contained on our website, www.ftft.com, is not incorporated by reference in, and does not constitute part of, this Proxy Statement. All documents that we file (but not those that we furnish) with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Proxy Statement and before the date of the Special Meeting are incorporated by reference in this Proxy Statement from the date of filing of the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically update and may replace information previously filed with the SEC.

Table of Contents

ANNEX A

PROXY CARD

PRELIMINARY PROXY
FUTURE FINTECH GROUP INC.

02B-03A, 23/F, Sino Plaza, 255-257 Gloucester Road
Causeway Bay, Hong Kong

SPECIAL MEETING OF SHAREHOLDERS
September 2, 2025

THE BOARD RECOMMENDS A VOTE “FOR” ALL OF THE PROPOSALS

Proposal One: Authorized Share Increase Proposal

___

FOR

___

AGAINST

___

ABSTAIN

Proposal Two: Streeterville Note Proposal

___

FOR

___

AGAINST

___

ABSTAIN

Proposal Three: Equity Financing Proposal

___

FOR

___

AGAINST

___

ABSTAIN

Proposal Four: Pre-Paid Financing Proposal

___

FOR

___

AGAINST

___

ABSTAIN

Proposal Five: Adjournment Proposal

___

FOR

___

AGAINST

___

ABSTAIN

This Proxy is solicited on behalf of the management of Future Fintech Group Inc. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the proposals described above.

TO VOTE ONLINE: www.Transhare.com click on Vote Your Proxy Enter Your Control Number:

TO VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com

TO VOTE BY FAX: Please fax this proxy card to 1.727.269.5616

TO VOTE BY MAIL: Please sign, date and mail to: Proxy Team, Transhare Corporation, 17755 US Highway 19 N, Suite 140, Clearwater, FL 33764

IMPORTANT: Please date this Proxy and sign exactly as your name or names appear hereon. If shares are held jointly, both owners must sign. Executors, administrators, trustees, guardians and others signing in a representative capacity should give their full titles.

Signature of Shareholder		Signature of Joint Shareholder

Dated:		Dated:

Annex A-1

Table of Contents

ANNEX B

FORM OF CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION, AS AMENDED

Annex B-1

Table of Contents

SEC Form DEF 14A filed by Future FinTech Group Inc.