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 SecuritiesExchange Act of 1934
Date of Report: September 11, 2025
(Date of earliest event reported)
FDCTECH,
INC.
(Exact name 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.) |
200 Spectrum Center Drive, Suite 300
Irvine, CA 92618
(Address of principal executive offices, includingzip code)
(877) 445-6047
(Registrant’s telephone number, includingarea code)
N/A
(Former name or former address, if changed sincelast 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement 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 of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common | FDCT | PINK |
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 7.01 Regulation FD Disclosure.
On September 11, 2025, the Company announced in a press release that shareholders holding a majority of the Company’s voting power have approved certain corporate actions detailed in its recently filed Schedule 14C Information Statement with the U.S. Securities and Exchange Commission (SEC).. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
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 Statementsand Exhibits
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press release dated September 11, 2025. |
| 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, INC. | ||
|---|---|---|
| September 15, 2025 | By: | /s/ Imran Firoz |
| Date | Imran Firoz | |
| Chief Financial Officer | ||
| (Principal Executive Officer) |
Exhibit 99.1
FDCTech Strengthens Growth Trajectory and Uplisting Readiness with Shareholder-ApprovedActions
Recent approvals provide flexibility for acquisitions, exchange uplisting,and long-term shareholder value.
Irvine, CA: September 11, 2025, FDCTech, Inc. (“FDC” or the “Company,” PINK: FDCT), a fintech-driven firm specializing in acquiring and scaling small to mid-size legacy financial services companies, today announced that shareholders holding a majority of the Company’s voting power have approved certain corporate actions detailed in its recently filed Schedule 14C Information Statement with the U.S. Securities and Exchange Commission (SEC).
The approved actions include (i) an increase in authorized common stock from 500 million to 750 million and preferred stock from 10 million to 15 million; and (ii) authorization for the Board of Directors, at its discretion, to implement a reverse stock split of the Company’s common stock in a ratio of not less than 1-for-10 and not more than 1-for-100 at any time prior to June 30, 2026.
FDCTech emphasized that these measures do not result in any immediate dilution or change to existing shareholder ownership, but rather provide the Company with flexibility to:
| ● | Advance ongoing acquisition initiatives, such as Steven AB, trading as Xoala, a Swedish-registered company (Reg. No. 559026-5673). |
|---|---|
| ● | Position the Company for a potential uplist to Nasdaq or NYSE, requiring higher share price thresholds. |
| ● | Access broader pools of institutional investors, increasing liquidity and visibility. |
The Company wants to reassure shareholders that these authorizations are strategic tools to support our growth trajectory and are not actions that impact shareholder value today. The management team and insiders collectively hold a significant and controlling ownership stake, and our interests are aligned with all shareholders in driving long-term value creation.
The Company has recently announced a series of acquisitions and business development initiatives designed to expand its fintech and brokerage presence across Europe and Asia. These initiatives, combined with enhanced capital markets flexibility, are intended to accelerate the Company’s growth while maintaining prudent balance sheet discipline.
For more information on the Company’s results and strategic plans, please visit our SEC filings or the Company’s website.
Alchemy Markets Ltd.
Alchemy Markets Ltd. is a licensed investment firm regulated by the Malta Financial Services Authority under MiFID II. Offering multi-asset execution, custody, and institutional-grade trading infrastructure, Alchemy serves clients across Europe and other regulated jurisdictions. As a core part of the Company’s international expansion, Alchemy plays a pivotal role in delivering regulated and scalable trading solutions globally.
FDCTech, Inc.
FDCTech, Inc. (“FDC”) is a regulatory-grade financial technology infrastructure developer designed to serve the future financial markets. Our clients include regulated and OTC brokerages, as well as prop and algo trading firms of all sizes, across various asset classes, including forex, stocks, commodities, indices, ETFs, precious metals, and other financial instruments. Our growth strategy involves acquiring and integrating small to mid-size legacy financial services companies, leveraging our proprietary trading technology and liquidity solutions to deliver exceptional value to our clients.
Cautionary Note Regarding Forward-Looking Statements.
This press release contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included herein, including but not limited to such things as future business strategy, plans, and goals, and the expansion and growth of our business. The words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe” “target”, “budget”, “may”, “can”, “will”, “would”, “could”, “should”, “seeks”, or “scheduled to” and similar words or expressions, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intention identify forward-looking statements. Please see the risk factors included in the Company’s United States Securities and Exchange Commission filings, which could cause actual results and events to differ materially from those contained in the forward-looking statements. You are cautioned against attributing undue certainty to forward-looking statements. Although these forward-looking statements were based on assumptions that the Company believes are reasonable when made, you are cautioned that forward-looking statements are not guarantees of future performance and that actual results, performance, or achievements may differ materially from those made in or suggested by the forward-looking statements in this press release. Any forward-looking statements made in this press release speak only as of the date of those statements. We undertake no obligation to update those statements or publicly announce the results of any revisions to any of those statements to reflect future events or developments.
Contact Media Relations
FDCTech, Inc.
info@fdctech.com
www.fdctech.com
+1 877-445-6047
200 Spectrum Center Drive, Suite 300,
Irvine, CA, 92618