FDCTECH, INC. (Form: 8-K, Received: 05/14/2025 09:50:35)

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

Date of Report: May 14, 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

of incorporation)

(Commission

File Number)

(IRS. Employer

Identification No.)

200 Spectrum Center Drive, Suite 300

Irvine, CA 92618

(Address of principal executive offices, including zip code)

(877) 445-6047

(Registrant’s telephone number, including area code)

N/A

(Former name 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 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 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

Financial Statements and Exhibits

(d) Exhibits.

	Exhibit 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, INC.

May 14, 2025	By:	/s/ Imran Firoz
Date		Imran Firoz
		Chief Financial Officer
		(Principal Executive Officer)

Exhibit 99.1

FDCTech Reports Over 58% Year-over-Year Revenue Growth in Q1 2025 Driven by Strong Performance Across All Business Segments

Q1 2025 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.

Q1 2025 Financial Highlights

	●	Total Revenue: $10.11 million for Q1 2025, up from $6.38 million in Q1 2024 — an increase of 58.59%, driven primarily by the full-period contribution from the Company’s Investment and Brokerage segment (Alchemy Markets Ltd. and Alchemy Prime Ltd.) and strong performance in the Technology segment.

	●	Gross Profit: $5.18 million in Q1 2025, compared to $2.34 million in Q1 2024 — a growth of 121.32%.

	●	Net Income: $301,002 in Q1 2025, compared to $833,445 in Q1 2024. The prior-year quarter 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.

Performance by Segment

Investment and Brokerage

●

Revenue rose to $7.76 million in Q1 2025 from $4.61 million in Q1 2024 — an increase of 69%, following full consolidation of AML and APL operations and increased trading volume across European clients.

Wealth Management

●

Revenue was $1.53 million in Q1 2025, consistent with $1.51 million in Q1 2024, reflecting stable advisor-led revenues at AD Advisory Services.

Technology & Software Development

●

Revenue grew 218% to $0.81 million in Q1 2025 from $0.26 million in Q1 2024, driven by new licensing agreements and custom development projects for its proprietary Condor Trading platform.

Strategic and 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 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 the onboarding of over 2,631 clients from Next Markets and 35 clients from a Cypriot-based broker.

	●	Product Offering Expansion: AML obtained MFSA authorization under Article 6 of the Investment Services Act to offer equities and money market securities, expanding its income-generating 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.

Press Release 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.

Contact Media Relations

FDCTech, Inc.

info@fdctech.com

www.fdctech.com

+1 877-445-6047

200 Spectrum Center Drive, Suite 300,

Irvine, CA, 92618