Core Viewpoint - MMTEC, Inc. plans to implement a 1-for-8 reverse stock split on its common stock, effective December 18, 2024, pending Nasdaq Operations notice requirements [1][2]. Group 1: Reverse Stock Split Details - The reverse stock split will convert every 8 shares of the Company's issued and outstanding common stock into one share, with no fractional shares issued; any resulting fractional shares will be rounded up to the next whole number [3]. - The Company's Board of Directors approved the reverse stock split on November 21, 2024, and no stockholder approval is required under British Virgin Islands law [4]. Group 2: Changes in Share Structure - In conjunction with the reverse stock split, the Company will reduce the authorized number of shares from 5,000,000,000 to 625,000,000 shares, maintaining the same ratio as the reduction in issued and outstanding shares, and increase the par value per share from $0.01 to $0.08 [4]. Group 3: Company Overview - MMTEC, Inc. is headquartered in Hong Kong and primarily focuses on investment banking and asset management, providing comprehensive financial services to its customers [5].

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 ...