Core Viewpoint - MMTEC, Inc. has received a notification from Nasdaq regarding non-compliance with minimum bid price requirements, specifically that the closing bid price has been below $1.00 for 30 consecutive business days [1][2]. Compliance Period - The company has a compliance period of 180 calendar days, until January 6, 2025, to regain compliance with the Bid Price Rule [2]. - If the closing bid price reaches at least $1.00 for 10 consecutive business days during this period, Nasdaq will confirm compliance [2]. Additional Compliance Options - If compliance is not regained by January 6, 2025, the company may be eligible for an additional 180-day period, provided it meets other listing requirements [3]. - The company may consider options such as a reverse stock split to regain compliance [3][4]. Monitoring and Future Actions - The company intends to monitor its stock price and may explore available options to regain compliance, including a reverse stock split [4].

Core Viewpoint - MMTEC, Inc. has decided to suspend the acceptance of new investments and pause capital raising activities for the next six months due to its current capital position and market conditions [1][2] Group 1: Company Actions - The company will not seek or accept new investments during the six-month suspension period [1] - This decision is aimed at optimizing strategic layout, rationalizing resource allocation, and adjusting operational strategy to enhance efficiency and ensure long-term development [2] Group 2: Company Background - MMTEC, Inc. is headquartered in Hong Kong and primarily focuses on investment banking and asset management, providing comprehensive financial services [2]

Financial Performance - Total net revenues for the year ended December 31, 2023, were $869,935, a decrease from $1,073,351 in 2022, with consulting services contributing $800,000, representing 92.0% of total revenues [298]. - Gross profit for 2023 was $696,987, with a gross margin of 80.1%, an increase from 78.5% in 2022, primarily due to higher margins from consulting services [303]. - Loss from operations amounted to $4,840,337 for the year ended December 31, 2023, a decrease of $1,071,281, or 18.1%, compared to 2022 [322]. - Net income from discontinued operations was $53,267,761 for the year ended December 31, 2023, primarily due to the gain on the sale of Alpha Mind [328]. - The company reported a net income of $48,875,781 for the year ended December 31, 2023, compared to a net loss of $5,645,376 for 2022 [329]. Revenue Breakdown - Revenue from software sales and maintenance dropped to $24,098 in 2023 from $676,049 in 2022, indicating a significant decline in this segment [298]. - Placement agent services revenue was $45,837 in 2023, down from $372,677 in 2022, reflecting the impact of business development changes [298]. Expenses - Selling and marketing expenses decreased by $106,333, or 10.6%, to $901,319 in 2023, compared to $1,007,652 in 2022 [305]. - Payroll and related benefits totaled $2,512,781 in 2023, a decrease of $97,068, or 3.7%, from $2,609,849 in 2022, due to reduced spending on software development [306]. - Professional fees for 2023 amounted to $1,031,274, a decrease from $1,210,445 in 2022, with audit fees increasing significantly by 117.7% due to the acquisition of Alpha Mind [309]. - Technical service fees decreased by $165,594, or 85.8%, for the year ended December 31, 2023, attributed to reduced demand for technical services [317]. - Travel and entertainment expenses increased by $82,570, or 116.5%, for the year ended December 31, 2023, mainly due to higher employee travel expenses [318]. - For the year ended December 31, 2023, rent and related utilities increased by $45,184, or 10.9%, compared to 2022, primarily due to increased office space needs [316]. Cash Flow and Working Capital - Cash balance as of December 31, 2023, was approximately $1,760,000, down from $3,810,000 in 2022 [335]. - Working capital decreased by $6,831,699 to $1,029,589 as of December 31, 2023, from $7,861,288 as of December 31, 2022, representing an 86.9% decline [339]. - Net cash used in operating activities for the year ended December 31, 2023, was $5,151,508, reflecting a net loss from continuing operations of $4,391,980 [342]. - Net cash used in investing activities was $86,538,549 for the year ended December 31, 2023, compared to $3,544,105 in 2022 [346]. - Net cash provided by financing activities was $89,666,750 for the year ended December 31, 2023, significantly up from $1,750,140 in 2022 [348]. Financing and Capital Structure - The company raised approximately $88,000,000 from the issuance of convertible promissory notes during the year ended December 31, 2023 [348]. - The company made payments for business acquisition totaling approximately $87,000,000 during the year ended December 31, 2023 [346]. - The company has a shelf registration statement effective for up to $300,000,000 in securities, allowing for future capital raises [356]. - The Company acquired an 85% ownership stake in Alpha Mind for a total purchase price of $99,650,000, with $91,650,000 paid in cash and $7,000,000 in a convertible promissory note [360]. Shareholder Information - As of December 31, 2023, the Company has 199,145,041 ordinary shares issued and outstanding [361]. Research and Development - Research and development expenses for the year ended December 31, 2023, were $363,958, a decrease from $828,869 in 2022 and $744,422 in 2021 [362]. Currency Impact - The RMB depreciated by 9.2% in fiscal 2022 and appreciated by 1.7% in fiscal year 2023, impacting the Company's financial results reported in U.S. dollars [465]. Regulatory and Other Income - Regulatory fees decreased by $510,557, or 98.9%, for the year ended December 31, 2023, compared to 2022 [321]. - Other income, net, totaled $448,357 for the year ended December 31, 2023, an increase of $201,118 compared to 2022 [323]. Debt and Default Status - The Company had short-term borrowings of $241,750 as of December 31, 2023, compared to no short-term borrowings in 2022 [466]. - There has been no default of any indebtedness nor any arrearage in the payment of dividends [467].

Financial Performance - Total net revenues for the year ended December 31, 2022, were $1,099,133, representing a significant increase from $653,036 in 2021, marking a growth of 68.2%[276] - Gross profit for 2022 was $868,049, with a gross margin of 79.0%, compared to a gross profit of $511,734 and a margin of 78.4% in 2021[280] - The company reported a loss from operations of $5,892,615 for 2022, a decrease of 9.1% from the loss of $6,483,184 in 2021[293] - Net loss for 2022 was $5,645,376, or $1.61 per share, compared to a net loss of $7,050,755, or $2.88 per share, in 2021[296] - For the year ended December 31, 2022, the company reported a comprehensive loss of $5,830,261, compared to a comprehensive loss of $7,005,640 for the year ended December 31, 2021, indicating an improvement of approximately 16.8%[299] Revenue Sources - Software sales and maintenance contributed $676,049, accounting for 61.5% of total net revenues, while placement agent services generated $372,677, or 33.9%[277] - The company formed five new segregated portfolios in 2022, leading to a 126.7% increase in Fund SPC service fees[291] Expenses - Operating expenses surged to $4,548,149 in 2022, up from $2,968,900 in 2021, reflecting an increase of 53.2%[282] - Selling and marketing expenses rose dramatically by 232.5% to $1,007,652 in 2022, primarily due to an increase in selling staff[282] - Research and development expenses for the years ended December 31, 2022, 2021, and 2020 were $828,869, $744,422, and $410,840, respectively[327] Cash Flow and Capital - Cash balance as of December 31, 2022, was approximately $3,825,000, down from $11,206,000 as of December 31, 2021, reflecting a decrease of 65.8%[302] - Net cash used in operating activities for the year ended December 31, 2022, was $5,590,567, compared to $4,096,506 for the year ended December 31, 2021, indicating an increase of 36.5%[310] - Net cash used in investing activities was $3,544,105 for the year ended December 31, 2022, compared to $2,593,181 for the year ended December 31, 2021, representing an increase of 36.8%[313] - Net cash provided by financing activities was $1,750,140 for the year ended December 31, 2022, a significant decrease from $16,471,560 for the year ended December 31, 2021[314] Regulatory and Other Income - Other income netted $247,239 in 2022, a turnaround from an expense of $567,571 in 2021, largely due to increased interest income and reduced impairment losses[294] - The company incurred regulatory fees of $516,234 for the year ended December 31, 2022, compared to $0 in the previous year, primarily due to a fine related to a settlement with FINRA[298] - The company experienced a foreign currency translation loss of $184,885 for the year ended December 31, 2022, compared to a gain of $45,115 for the year ended December 31, 2021[297] - The unrealized foreign currency translation gain for the year ended December 31, 2022, was approximately $185,000, compared to a loss of approximately $39,000 for the year ended December 31, 2021[301] Financing Activities - The company raised approximately $14,637,200 from a registered direct offering on February 22, 2021, which will be used for working capital and general corporate purposes[319] - The Company entered into a common stock purchase agreement allowing the sale of up to $5.5 million in shares, with 1,050,000 shares sold for gross proceeds of $1,256,640 as of December 31, 2022[321] - The Company's shelf registration statement for up to $300 million in securities was declared effective, allowing for the sale of common shares, warrants, debt securities, and units[322] - The Company sold 400,000 shares for $236,000 and 500,000 shares for $257,500 under separate securities purchase agreements in late 2022[322][323] - A senior convertible promissory note with a principal amount of $40 million was issued, with a purchase price of $32 million reflecting a 20% discount[323] - The Company issued 80 million ordinary shares at a conversion price of $0.50 per share following the conversion of the promissory note[324] Currency Impact - The RMB appreciated by 9.2% in fiscal year 2022, following a depreciation of 2.3% in fiscal 2021, impacting the Company's financial results reported in U.S. dollars[429] Indebtedness - There has been no default of any indebtedness nor any arrearage in the payment of dividends[432]

Financing and Issuance - The Company plans to issue Senior Convertible Promissory Notes with an aggregate original principal amount of up to US$70,000,000[2] - The Purchaser is expected to subscribe for and purchase Notes for an aggregate purchase price not exceeding US$56,000,000 in serial transactions[5] - Each Note carries an original issue discount of 20% of the original principal amount[8] - The Company is authorized to issue a maximum of 5,000,000,000 shares with a par value of US$0.01 each[16] - The Company must file a Prospectus Supplement for $70,000,000 under the Shelf registering Conversion Shares[26] Regulatory Compliance - The Ordinary Shares are registered under Section 12(b) of the Exchange Act and listed on Nasdaq[22] - The Registration Statement became effective on August 24, 2022, and no stop order has been issued by the SEC[20] - The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act[20] Transaction Terms - The Company has the requisite corporate power and authority to execute and deliver the Transaction Documents[14] - The Conversion Shares will be validly issued, fully paid, and non-assessable when issued in compliance with the Agreement[15] - The Purchaser must deliver a Purchase Notice specifying the principal amount of Notes to be purchased at Closing[25] - The Agreement may be terminated upon mutual written consent or if the Note is cancelled or forfeited[27] - Confidential Information must be kept confidential unless required by law or stock exchange rules[29] - The Company agrees to indemnify the Purchaser for any loss or damage arising from breaches of representations and warranties[40] - The Company and Purchaser must negotiate in good faith to resolve any disputes, with arbitration in Hong Kong if necessary[32] - The Agreement is governed by the internal laws of the State of New York[34] - The Company must execute and deliver the Note to the Purchaser at Closing[26] - The Agreement contains the entire understanding of the parties and supersedes any prior agreements[35] Note Details - The Note carries an Original Issue Discount (OID) of 20% of the principal amount as specified in the Securities Purchase Agreement[60] - Interest accrues at a simple rate of 8% per annum on the Outstanding Balance until fully repaid or converted[60] - The Maturity Date for the Outstanding Balance is set for 24 months following the Effective Date[61] - The Conversion Price is calculated with a discount of 25% of the lowest closing price of the last five trading days prior to the Conversion Notice[71] - The floor price for conversion is established at no lower than $0.30 per share[73] - A Prepayment Premium of 115% applies if the Borrower opts to prepay the Outstanding Balance[69] Default and Rights - Trigger Events include failure to pay amounts due, insolvency, and failure to deliver Conversion Shares[74] - The Borrower must maintain a Share Reserve as defined in the Securities Purchase Agreement[74] - The Note ranks senior in right of payment to any future indebtedness that is expressly subordinated[63] - The Lender has the right to convert the Outstanding Balance into Ordinary Shares at any time before full repayment[71] - The Outstanding Balance becomes immediately due and payable in cash upon the occurrence of any Event of Default, with Default Interest accruing at a rate of 22% per annum[9] - Borrower waives any rights of offset against Lender, acknowledging the Note as an unconditional obligation[10] - Borrower cannot convert the Note if it would cause Lender to own more than 4.99% of the outstanding shares[11] Dispute Resolution - Any disputes arising from this Agreement will be settled by arbitration at the Hong Kong International Arbitration Centre[14] - The Note will be deemed paid in full after the entire Outstanding Balance is repaid or converted[15] - Any amendments to the Note require prior written consent from both parties[16] - Borrower may not assign the Note without Lender's consent, while Lender can transfer shares without Borrower's consent[17] - Notices required under the Note must follow the procedures outlined in the Securities Purchase Agreement[18] - If any part of the Note is found to violate the law, it will be modified to achieve the intended objective while the rest remains effective[19] - The Note is governed by the internal laws of the State of New York[12]

Revenue Performance - Total net revenues for the year ended December 31, 2021, were $653,036, a decrease of 12.0% from $742,125 in 2020[150] - Revenue from market data services increased to $107,184, representing 16.4% of total net revenues, compared to $73,524 or 9.9% in 2020[151] - Commissions revenue decreased to $390,569, accounting for 59.8% of total net revenues, down from $643,145 or 86.7% in 2020[151] Profitability - Gross profit for 2021 was $511,734, with a gross margin of 78.4%, down from a gross profit of $734,720 and a margin of 99.0% in 2020[154] - Loss from operations for 2021 was $6,483,184, an increase of 103.6% from a loss of $3,184,151 in 2020[171] - Net loss for the year ended December 31, 2021, was $7,050,755, or $0.29 per share, compared to a net loss of $3,181,596, or $0.16 per share in 2020[173] - Comprehensive loss for the year ended December 31, 2021, was $7,005,640, compared to $3,063,909 for 2020, reflecting an increase in losses[176] Operating Expenses - Operating expenses increased to $2,083,019 for 2021, up from $1,744,395 in 2020, primarily due to increased payroll and related benefits[159] - Payroll and related benefits surged to $2,446,019, an increase of 138.7% from $1,024,565 in 2020, reflecting business expansion[157] - Selling and marketing expenses rose to $303,079, an increase of 24.1% from $244,163 in 2020, driven by an increase in selling staff[156] - Research and development expenses for 2021 were $744,422, compared to $410,840 in 2020 and $737,329 in 2019, indicating a significant increase of 81% from 2020 to 2021[199] Cash Flow and Liquidity - Cash balance increased by $9,780,000, or 685.8%, from $1,426,000 as of December 31, 2020, to $11,206,000 as of December 31, 2021, primarily due to a registered direct offering and private placement[179] - Working capital increased by $11,125,079, reaching $12,720,191 as of December 31, 2021, a 697.4% increase from $1,595,112 as of December 31, 2020[185] - Net cash used in operating activities for the year ended December 31, 2021, was $4,096,506, reflecting a net loss of approximately $7,051,000[188] - Net cash flow provided by financing activities was $16,471,560 for the year ended December 31, 2021, compared to $37,250 in 2020 and $6,438,216 in 2019[192] - The company raised approximately $15,910,000 from a registered direct offering of 4,300,000 common shares at $3.70 per share on February 22, 2021[197] - The company entered into a private placement on December 20, 2021, raising $2,000,000 by selling 5,000,000 common shares at $0.40 per share[198] Assets and Liabilities - Total current assets increased from $2,253,141 as of December 31, 2020, to $13,848,423 as of December 31, 2021, a 514.6% increase[185] - Total current liabilities increased from $658,029 as of December 31, 2020, to $1,128,232 as of December 31, 2021, a 71.5% increase[185] - As of December 31, 2021, the company had cash and cash equivalents of $11,206,220, a substantial increase from $1,425,926 in 2020[302] - The company had no short-term or long-term borrowings as of December 31, 2021, following the full forgiveness of a $41,250 loan from the Paycheck Protection Program in January 2021[301] Currency and Economic Factors - The RMB appreciated by 2.4% in fiscal year 2020 and depreciated by 2.3% in fiscal 2021, impacting the company's financial results reported in U.S. dollars[304] - The company has not been exposed to material risks due to changes in interest rates, but future interest income may fall short of expectations[301] - Inflationary factors may adversely affect operating results, although the company does not believe inflation has materially impacted its financial position to date[303] - The company has no exposure to commodity price risk[305] - There has been no default of any indebtedness nor any arrearage in the payment of dividends[306] - The company is not aware of any trends or uncertainties that could materially affect its net revenues or profitability[200] - The company’s functional currency is RMB, while financial statements are presented in U.S. dollars, complicating the impact of currency fluctuations on reported results[304]

Financial Performance - The company reported a revenue of $742,125 for the year ended December 31, 2020, a significant increase from $200,797 in 2019, representing a growth of approximately 269%[20] - The gross profit for 2020 was $734,720, compared to $109,907 in 2019, indicating a substantial increase in profitability[20] - The total operating expenses for 2020 were $3,918,871, up from $3,050,683 in 2019, reflecting an increase of about 28.5%[20] - The net loss for the year ended December 31, 2020, was $3,181,596, compared to a net loss of $2,243,234 in 2019, marking an increase in losses of approximately 41.9%[20] - Cash and cash equivalents decreased from $3,642,521 in 2019 to $1,425,926 in 2020, indicating a significant reduction in liquidity[382] Assets and Liabilities - Total current assets decreased to $2,253,141 in 2020 from $4,347,710 in 2019, a decline of about 48%[21] - Total liabilities decreased to $1,014,469 in 2020 from $1,453,833 in 2019, a reduction of approximately 30.2%[21] - The company's total shareholders' equity (deficit) was $2,695,803 in 2020, down from $4,754,712 in 2019, indicating a decrease of about 43.3%[21] Market and Economic Conditions - The company faces adverse impacts from difficult market conditions, economic uncertainties, and geopolitical factors, which could lead to reduced trading volume and profitability[38] - A prolonged slowdown in the Chinese or global economy may negatively affect the company's operations and financial condition, with significant disruptions in global financial markets since 2008[39] - Seasonality in financial markets may lead to lower transaction volumes during summer and year-end periods, adversely impacting financial performance[58] Regulatory and Compliance Risks - Increased regulatory scrutiny and compliance costs may arise as the company grows, potentially leading to civil and criminal liabilities if regulations are violated[43] - The evolving regulatory framework in China poses risks, as non-compliance with laws could materially affect the company's operations and financial results[74] - Compliance with PRC regulations is crucial for maintaining preferential tax treatments, which could affect the company's corporate structure and operations[95] Strategic Initiatives - The company may pursue strategic alliances, acquisitions, or joint ventures, which could present unforeseen integration obstacles and financial challenges[31] - The company acquired 75.1% of MMBD Trading Ltd. in April 2019 and all outstanding securities of MMBD Investment Advisory Company Limited for $1,000 in March 2020, enhancing its market presence[43] - The company may pursue further acquisitions and investments, but these transactions carry risks that could adversely affect financial and strategic positions[67] Foreign Exchange and Funding Risks - Significant fluctuations in the U.S. dollar against RMB could adversely affect the company's financial results, impacting both expenses and revenues[49] - The company is dependent on adequate funding and capital; failure to raise additional funds on acceptable terms could hinder business development and response to competitive pressures[50] - The PRC government controls currency conversion, which may limit the company's ability to utilize future revenues effectively and obtain financing[113] Labor and Operational Challenges - Increased labor costs in China are expected to continue, which may adversely affect the company's financial condition unless costs can be controlled or passed on to users[72] - The company relies on third-party service providers, and any failure in their performance could disrupt service delivery and impact customer relationships[83] - The company's operations rely heavily on the performance of Internet infrastructure in China, with potential risks from service disruptions affecting user traffic and operational costs[53] Shareholder and Governance Issues - Approximately 43.2% of the company's outstanding common shares are owned by officers, directors, and principal shareholders, allowing them significant control over shareholder matters[127] - Minority shareholders may have fewer protections under BVI law compared to U.S. law, potentially limiting their recourse in corporate governance matters[138] Legal and Tax Considerations - The company is subject to potential intellectual property infringement claims, which could disrupt operations and incur significant costs[69] - The company faces uncertainties regarding PRC tax reporting obligations for indirect transfers of stock, which could lead to significant tax liabilities[102] - The payment of dividends by the PRC subsidiary is restricted to accumulated profits, and at least 10% of after-tax profits must be set aside for reserves until reaching 50% of registered capital[119] Public Company Transition - The company will incur increased costs and face additional regulations as a newly public company, which may impact profitability and operational efficiency[128] - The company incurred significant legal, accounting, and compliance costs as a newly public entity, which are expected to increase due to regulations like the Sarbanes-Oxley Act[129] - The company is classified as an "emerging growth company," allowing it to take advantage of reduced disclosure requirements, which may affect investor attractiveness[141]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...