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: May 14, 2025
(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 | 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 May 14, 2025, the Company issued a press release comparing its financial performance for the three months ended on March 31, 2025, and 2024. 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 | F****inancial Statements and Exhibits |
|---|
(d) Exhibits.
| Exhibit<br> Number | Description |
|---|---|
| 99.1 | Press release dated as of May 14, 2025. |
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. | ||
|---|---|---|
| May<br> 14, 2025 | By: | /s/ Imran Firoz |
| Date | Imran<br> Firoz | |
| Chief<br> Financial Officer | ||
| (Principal<br> Executive Officer) |
Exhibit99.1
FDCTechReports Over 58% Year-over-Year Revenue Growth in Q1 2025 Driven by Strong Performance Across All Business Segments
Q12025 Highlights Show Continued Growth and Operating Profitability.
Irvine, CA: May 14, 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 its unaudited financial results for the three months ended March 31, 2025.
Q12025 Financial Highlights
| ● | Total Revenue: $10.11 million for Q1 2025, up from $6.38 million in Q1 2024 — an increase<br> of 58.59%, driven primarily by the full-period contribution from the Company’s Investment<br> and Brokerage segment (Alchemy Markets Ltd. and Alchemy Prime Ltd.) and strong performance<br> in the Technology segment. |
|---|---|
| ● | Gross Profit: $5.18 million in Q1 2025, compared to $2.34 million in Q1 2024 — a growth<br> of 121.32%. |
| ● | Net Income: $301,002 in Q1 2025, compared to $833,445 in Q1 2024. The prior-year quarter<br> included significant non-operating income. |
| ● | Cash Position: $26.99 million as of March 31, 2025, up from $24.78 million at year-end 2024. |
| ● | Working Capital: $10.08 million as of March 31, 2025, up from $9.10 million at year-end 2024. |
| ● | Net Assets: $15.64 million as of March 31, 2025, up from $14.43 million at year-end 2024. |
Performanceby Segment
Investmentand Brokerage
| ● | Revenue<br> rose to $7.76 million in Q1 2025 from $4.61 million in Q1 2024 — an increase of 69%,<br> following full consolidation of AML and APL operations and increased trading volume across<br> European clients. |
|---|
WealthManagement
| ● | Revenue<br> was $1.53 million in Q1 2025, consistent with $1.51 million in Q1 2024, reflecting stable<br> advisor-led revenues at AD Advisory Services. |
|---|
Technology& Software Development
| ● | Revenue<br> grew 218% to $0.81 million in Q1 2025 from $0.26 million in Q1 2024, driven by new licensing<br> agreements and custom development projects for its proprietary Condor Trading platform. |
|---|
Strategicand Operational Highlights
| ● | Condor Investing & Trading App: The Company continues development and expects commercialization. |
|---|---|
| ● | International Expansion: Opened and staffed new offices in Cyprus, Malta, and the UK. AML continues<br> to onboard EU retail clients and expand product offerings under its MFSA license. |
| ● | Client Growth: AML now services clients from Germany, France, and other EU countries, including<br> the onboarding of over 2,631 clients from Next Markets and 35 clients from a Cypriot-based<br> broker. |
| --- | --- |
| ● | Product Offering Expansion: AML obtained MFSA authorization under Article 6 of the Investment<br> Services Act to offer equities and money market securities, expanding its income-generating<br> capabilities. |
FDCTech’s management remains committed to building a diversified and scalable financial services company. With a strong balance sheet, improved operational margins, and growth in core segments, the Company is well-positioned for continued expansion in FY 2025.
Please visit our SEC filings or the Company’s website for more information on the full results and management’s plan.
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 and prop and algo trading firms of all sizes in forex, stocks, commodities, indices, ETFs, precious metals, and other asset classes. 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.
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 be liable to anyone for any decision made or action taken in conjunction with the information and/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