8-K
Fdctech, Inc. (FDCT)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 OR 15(d) of The Securities Exchange Act of 1934
Dateof Report: July 6, 2021
(Dateof earliest event reported)
FDCTECH,INC.
(Exactname of registrant as specified in its charter)
| Delaware | 333-221726 | 81-1265459 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer 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 C.F.R. 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 |
|---|---|---|
| N/A | N/A | N/A |
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 [X]
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 5.02 | Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
APPOINTMENT OF DIRECTORS
On July 6, 2021, the Board of Directors of FDCTech, Inc. (the “Company”) increased its board size from four to five directors and appointed Charles R. Provini, age 74, to the vacancy. Mr. Provini is considered independent under NYSE and NASDAQ listing standards.
Charles R. Provini
Mr. Provini has been the Chairman, CEO, and President of Natcore Technology Inc. since May 2009, a research and development company protected by 65 patents granted or pending. From November 1997 to October 2000, he was the President of Ladenburg Thalmann Asset Management and a Director of Ladenburg Thalmann, Inc., one of the oldest members of the New York Stock Exchange. He served as President of Laidlaw Asset Management and Chairman and Chief Investment Officer of Howe & Rusling, Laidlaw’s Portfolio Management Advisory Group, from November 1995 to September 1997. Mr. Provini served as President of Rodman & Renshaw’s Advisory Services from February 1994 to August 1995. He was the President of LaSalle Street Corporation, a wholly-owned subsidiary of Donaldson, Lufkin & Jenrette, from January 1983 to April 1985. Mr. Provini has been a leadership instructor at the U.S. Naval Academy, Chairman of the U.S. Naval Academy’s Honor Board, and is a former Marine Corp. officer. Mr. Provini holds an undergraduate Engineering degree from the U.S. Naval Academy in Annapolis, Maryland, and a post-graduate degree from the University of Oklahoma.
| Item 7.01 | Regulation FD Disclosure. |
|---|
The disclosure under Item 5.02 in this report on Form 8-K is incorporated by reference herein.
On July 8, 2021, The Company issued a press release announcing the appointment of Mr. Provini. 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 July 8, 2021. |
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> 8, 2021 | By: | /s/ Mitchell Eaglstein |
| Date | Mitchell Eaglstein | |
| Chief Executive Officer | ||
| (Principal<br> Executive Officer) |
Exhibit 99.1
FDCTech appoints Charles R. Provini as the new independent Director
Charles Provini has stellar leadership and governanceexperience spanning several decades, starting from United States Naval Academy to the private sector. He brings deep insights into assetmanagement, investment banking, advisory services, and technology. He is a frequent speaker at financial seminars and has appeared onseveral mainstream media outlets discussing financial markets and, more recently, the solar industry.
Irvine, CA: July 08, 2021, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT), a fully integrated financial technology company with a full suite of digital financial services solutions, today announced the Board of Directors of the Company increased the size of its Board from four to five directors and appointed Charles R. Provini, age 74, to the vacancy. Mr. Provini is considered independent under NYSE and NASDAQ listing standards. Accordingly, the Company will compensate Mr. Provini for his services on the Board in cash and stock-based equity. The Company has three non-executive directors – Warwick Kerridge, Chairman, Jonathan Baumgart, Director, and Charles R. Provini, Director. The two executive directors are Mitchell Eaglstein, Co-Founder, CEO, and Imran Firoz, Co-Founder, CFO.
“I am humbled to be invited to be part of such a fintech-driven entrepreneurial spirit and experienced management group. I am also eager to play an active role in continuing the growth and profitability of FDCTech, Inc.,” said Charles R. Provini, newly appointed Director of the Company.
Mr. Provini has been the Chairman, CEO, and President of Natcore Technology Inc. since May 2009, a research and development company protected by 65 patents granted or pending. From November 1997 to October 2000, he was the President of Ladenburg Thalmann Asset Management and a Director of Ladenburg Thalmann, Inc., one of the oldest members of the New York Stock Exchange. He served as President of Laidlaw Asset Management and Chairman and Chief Investment Officer of Howe & Rusling, Laidlaw’s Portfolio Management Advisory Group, from November 1995 to September 1997. Mr. Provini served as President of Rodman & Renshaw’s Advisory Services from February 1994 to August 1995. He was the President of LaSalle Street Corporation, a wholly-owned subsidiary of Donaldson, Lufkin & Jenrette, from January 1983 to April 1985. Mr. Provini has been a leadership instructor at the U.S. Naval Academy, Chairman of the U.S. Naval Academy’s Honor Board, and is a former Marine Corp. officer. Mr. Provini holds an undergraduate Engineering degree from the U.S. Naval Academy in Annapolis, Maryland, and a post-graduate degree from the University of Oklahoma.
“We are very honored and happy to welcome Mr. Provini to the Board of Directors. As a proven leader in his illustrious career, Mr. Provini has in-depth knowledge of providing oversight and governance to our Company. As we continue to execute our fintech-driven acquisition strategy, we look to work closely with Mr. Provini, who will oversee our strategic initiatives, audit, and risk management,” said Mitchell Eaglstein, Co-Founder and CEO of the Company.
For additional information, visit our SEC filingsor Company’s website for more information on the full results and management’s plan.
About Genesis Financial, Inc., a subsidiary ofthe Company
Genesis is a fintech-powered wealth management company offering financial services through two Australian-regulated entities in wealth management, credit license, and tax and accounting advisory services.
FDCTech, Inc.
FDCTech, Inc. (“FDC”), formerly known as Forex Development Corporation, a fully integrated financial technology company, develops and delivers a full suite of technology infrastructure solutions to FX, Crypto, Wealth Management, and other future-proof financial sectors.
Press Release Disclaimer
Some of the statements in this press release may be forward-looking statements or statements of 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 whatsoever will Company and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information and statements in this press release or any related damages.
Contact Media Relations
FDCTech, Inc.
www.fdctech.com
+1 877-445-6047
200 Spectrum Drive, Suite 300,
Irvine, CA, 92618