8-K
FDCTECH, INC. (FDCT)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Dateof Report: July 19, 2022
(Dateof earliest event reported)
FDCTECH,
INC.
(Exactname of registrant as specified in its charter)
| Delaware | 000-56338 | 81-1265459 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS. Employer<br><br> <br>Identification No.) |
200Spectrum Center Drive, Suite 300
Irvine,CA 92618
(Addressof principal executive offices, including zip code)
(877)445-6047
(Registrant’stelephone number, including area code)
N/A
(Formername or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common | FDCT | OTCQB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
|---|
On
July 19, 2022, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT) signed a non-binding letter of intent to acquire eighty percent (80%) equity interest in CIM Securities, LLC (“CIM Securities”), a FINRA and SIPC member firm.
CIM Securities received regulatory approval in August 2002 from the Securities Exchange Commission. It is licensed to conduct its business in 49 US states and territories. CIM Securities offers private placement transactions where shares of or other investments in a particular company are purchased directly from the issuers. CIM Securities also provide brokerage account services through its relationship with a clearing firm, Hilltop Securities (“Hilltop”).
The total purchase price includes a non-refundable fee of $20,000 and a cash payment of $180,000 will be payable after the approval of Form 1017.
The acquisition would be subject to regulatory approvals, with the closing contemplated in the fourth quarter of 2022.
Information in this report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
| ITEM 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits.
| Exhibit<br> Number | Description |
|---|---|
| 99.1 | Letter of intent dated July 19, 2022. |
| 99.2 | Press release dated as of July 22, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FDCTECH,<br> INC. | ||
|---|---|---|
| July<br> 21, 2022 | By: | /s/ Imran Firoz |
| Date | Imran<br> Firoz | |
| Chief<br> Financial Officer | ||
| (Principal<br> Executive Officer) |
Exhibit99.1
termsheet
forthe acquisition of MEMBERSHIP INTERESTS in
CIMSECURITIES, LLC(Company)
This document (Term Sheet) summarizes the principal terms of a proposed acquisition by FDCTech, Inc., a Delaware corporation (the Buyer) of 80% of the issued and outstanding equity securities or membership interests (Shares) of the Company (Acquisition), on a fully-diluted basis. This Term Sheet is not legally binding except for the terms stated in part B, and there will be no obligation to sell or purchase the Shares until a definitive Sale and Purchase Agreement (SPA) is signed between the parties. All currencies are in United States dollars.
| Part<br> A: Investment Terms (non-binding) | |
|---|---|
| Business: | The<br> Company’s business is an independent investment bank that serves micro-cap and small-cap companies by providing capital raising<br> solutions and mergers and acquisitions. |
| Subsidiaries: | The<br> Company presently has no subsidiaries. |
| Acquisition: | The<br> Buyer will purchase in tranches, and Choice Investment Management LLC (Seller) will sell the legal and beneficial interest<br> in 80% of the Shares or Membership Interest in the Company on a fully-diluted basis. |
| Purchase Price: | Subject<br> to due diligence, the purchase price for the Shares will be not less than $200,000 (Purchase Price), to be satisfied by: |
| i | A<br> cash payment of $20,000 is payable at signing this nonbinding term sheet but no later than July 31, 2022. This payment is a non-refundable<br> deposit.; and |
| --- | --- |
| ii | A<br> cash payment of $180,000 will be payable after the approval of Form 1017. Application for Approval of Change in Ownership, Control,<br> or Business Operations by The Financial Industry Regulatory Authority (FINRA). This is referred to change of ownership representing<br> 80% membership interest in the Seller**.** |
| Due Diligence | Each<br> Party will conduct due diligence of the other Party in a manner customary for a transaction of this nature. It is anticipated such<br> due diligence will be completed within 30 days following the date hereof. |
| --- | --- |
| Definitive Agreement | Following<br> the completion of the due diligence, the parties will enter into a binding definitive purchase agreement. The Definitive Agreement<br> will not include a due diligence condition. |
| Anticipated Closing: | Completion<br> of the Acquisition is expected to occur not later than August 31, 2022. |
| Press Releases and Public Announcements: | No<br> Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the<br> prior written approval of Buyer and Company; provided, however, that any Party may make any public disclosure it believes in good<br> faith is required by applicable law such as 8-K to announce significant events relevant to shareholders, in which case the disclosing<br> Party, likely the Buyer, will use its reasonable best efforts to advise the other Parties prior to making the disclosure. |
| Conditions precedent: | The<br> Definitive Agreement will include customary conditions precedent for transactions of this type, including the receipt of necessary<br> shareholder, board, regulatory, and third party consents, the absence of any material changes, the accuracy of certain representations<br> and warranties, and the satisfaction of certain interim covenants. |
| Board of Directors and Corporate Governance: | The<br> Buyer will appoint its Directors and governance team after the Acquisition, and full payment is completed upon approval of Form 1017<br> by FINRA, Application for Approval of Change in Ownership, Control, or Business Operations. |
| Incentives and Licensing | In<br> connection with the entering into of the Definitive Agreement, the parties shall, in good faith, negotiate residual licensing, technology<br> use, and other terms under which Seller shall be given access to, and permitted to use in perpetuity, certain intellectual property<br> and other technology of the Company after giving effect to the Acquisition. |
| Representations,Warranties, and Indemnities: | The<br> Buyers and theSellers will give customary representations, warranties, indemnities, and undertakings to the other Party. |
| Termination and Break Fees | The<br> Definitive Agreement will include termination rights, break fees, and remedies for non-completion that are customary for a transaction<br> of this nature. |
| --- | --- |
| Restraint / non-compete: | Each<br> Sellers will undertake not to compete in sell-side investment banking and stock brokering to serve micro-cap and small-cap companies<br> by providing capital raising solutions and mergers and acquisitions for two years. |
| Costs: | The<br> parties will bear their costs regarding the negotiation and entering into the transactions contemplated by this Term Sheet. |
| Governing law: | The<br> laws of Delaware will govern this Term Sheet and the formal legal documentation. |
| Part B: Legally Binding Terms | |
| Confidentiality: | The<br> parties will be subject to the terms of confidentiality set out in a mutual non-disclosure agreement to be entered into by the parties<br> concurrent with the execution of this Term Sheet. |
| Exclusivity: | Upon<br> receipt of the non-refundable deposit by the Seller from the Buyer, for 30 days from the date of signing this Term Sheet, none of<br> the Company, its shareholders, its directors, or its officers will conduct or solicit any discussions or negotiations with any third<br> party regarding any sale of a material number of shares in the Company or any sale of a material part of the business and assets<br> of the Company, unless approved in advance by the Buyer in writing. |
To confirm your acceptance of this Term Sheet, please sign and date the duplicate of this Term Sheet and return it to me.
| SIGNED for and on behalf of CIM<br><br> <br>SECURITIES, LLC: | )<br><br> <br>) | /s/<br> James Holt |
|---|---|---|
| Signature of authorized signatory | ||
| JAMES HOLT, PRESIDENT | ||
| Print<br> full name of authorized <br><br>signatory | ||
| Date:<br> July 19, 2022 | ||
| SIGNED for and on behalf of<br><br> <br>FDCTECH, INC. by: | )<br><br> <br>) | /s/<br> Imran Firoz |
| --- | --- | --- |
| Signature<br> of authorized signatory | ||
| IMRAN FIROZ, CFO & Director | ||
| Print<br>full name of authorized signatory | ||
| Date:<br> July 19, 2022 | ||
| SIGNED by CHOICE INVESTMENT<br><br> <br>MANAGEMENT LLC: | )<br><br> <br>) | /s/<br> Austin Adams |
| Signature<br> of authorized signatory | ||
| AUSTIN ADAMS | ||
| Date:<br> July 19, 2022 |
APPENDIX
Sellers
| Shareholder Name | Stage of Acquisition | Number of Shares or Membership Interests | Class of <br> Shares | Percentage Shareholding <br> on a fully diluted basis* | Amount | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Choice Investment Management, LLC | Deposit | 0.00 | % | Membership Interest | 0.00 | % | $ | 20,000 | ||
| Choice Investment Management, LLC | Second after Form 1017 approval | 80.00 | % | Membership Interest | 80.00 | % | $ | 180,000 | ||
| Total | 80.00 | % | 80.00 | % | $ | 200,000 |
*Include details of any warrants or options over shares in the Company, any convertible loans, and any other obligations to issue shares.
Exhibit99.2
FDCTechsigns a letter of intent (LOI) to acquire 80% equity interest in CIM Securities, LLC.
CIMSecurities is an independent investment bank that serves micro-cap and small-cap companies by providing capital raising solutions andmerger and acquisition services for companies seeking growth capital or services.
Irvine, CA: July 22, 2022, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT), a fintech-driven company specializing in buying and integrating small to mid-size legacy financial services companies, today announced that it had signed a letter of intent to acquire eighty percent (80%) equity interest in CIM Securities, LLC (“CIM Securities”), a FINRA and SIPC member firm.
CIM Securities received regulatory approval in August 2002 from the Securities Exchange Commission. It is licensed to conduct its business in 49 US states and territories. CIM Securities generated $2.51 million in revenue for fiscal 2021, primarily as investment banking and advisory fees. CIM Securities offers private placement transactions where shares of or other investments in a particular company are purchased directly from the issuers. CIM Securities also provide brokerage account services through its relationship with a clearing firm, Hilltop Securities (“Hilltop”).
The strategic acquisition aligns with the Company’s growth strategy through M&A, and the proposed acquisition will establish a US-based financial services company in its portfolio.
The acquisition would be subject to regulatory approvals, with the closing contemplated in the fourth quarter of 2022.
Please visit our SEC filings or Company’s website for more information on the full results and management’s plan.
CIMSecurities, LLC
CIM Securities, LLC (herein referred to as “CIM Securities”) is a broker-dealer registered with the United States Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC). As a broker-dealer, CIM and our Investment Professionals offer brokerage services. For additional information, please click here.
FDCTech,Inc.
FDCTech, Inc. (“FDC”) is a US-based, fully integrated financial technology company. FDC specializes in buying and integrating small to mid-size legacy financial services companies. FDC develops and delivers a full suite of technology infrastructure solutions to forex, crypto, wealth management, and other future-proof financial sectors.
PressRelease Disclaimer
This press release’s statements may be forward-looking statements or future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets, and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. The Company does not make any representation or warranty, express or implied, regarding the accuracy, completeness, or updated status of such forward-looking statements or information provided by the third party. Therefore, in no case will the Company and its affiliate companies are liable to anyone for any decision made or action taken in conjunction with the information or statements in this press release or any related damages.
ContactMedia Relations
FDCTech, Inc.
info@fdctech.com
www.fdctech.com
+1 877-445-6047
200 Spectrum Center Drive, Suite 300,
Irvine, CA, 92618