FDCTECH, INC. (Form: 8-K, Received: 05/28/2025 15:56:56)

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 28, 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 28, 2025, the Company announced in a press release that it has engaged E.F. Hutton & Co. LLC (“E.F. Hutton”) as its financial advisor. 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 28, 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.

May 28, 2025	By:	/s/ Imran Firoz
Date		Imran Firoz
		Chief Financial Officer
		(Principal Executive Officer)

Exhibit 99.1

FDCTech Engages E.F. Hutton to Lead Capital Raise and Advise on Uplisting to a Senior Exchange

E.F. Hutton’s leadership has advised on over $750 million in private credit deals, reinforcing its commitment to strategic financing and diversified investment solutions.

Irvine, CA: May 28, 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 it has engaged E.F. Hutton & Co. LLC (“E.F. Hutton”) as its financial advisor. E.F. Hutton will provide general financial advisory services to FDCTech, including assistance in identifying and evaluating financing opportunities and potential strategic transactions. The engagement letter with E.F. Hutton became effective as of May 23, 2025.

E.F. Hutton, a brokerage firm under the leadership of Chief Executive Officer Joseph T. Rallo, has advised on over $750 million in private credit transactions across sectors including consumer, defence, industrials, healthcare, real estate, and technology. The firm’s global expertise in complex financial transactions and strategic capital solutions will help FDCTech pursue its growth and capital raise initiatives.

Since December 2021, FDCTech has been rapidly growing its revenue and balance sheet, reflecting the success of its expansion and integration strategy. In February 2025, the Company engaged Lucosky Brookman LLP, a nationally recognized corporate and securities law firm, to assist in exploring an uplisting to a senior national securities exchange, such as the Nasdaq Capital Market or the New York Stock Exchange. Today’s announcement of E.F. Hutton’s engagement is another crucial step in the Company’s plan to pursue an uplisting and access broader capital markets.

By leveraging E.F. Hutton’s extensive global network and deep industry relationships, FDCTech aims to accelerate its growth trajectory in 2025 and beyond, in line with its mission to become a leader in diversified financial services driven by its proprietary technology infrastructure. The Company intends to capitalize on E.F. Hutton’s advisory and capital markets expertise to support its multi-jurisdictional growth strategy and maximize long-term shareholder value.

For more information on the Company’s results and strategic plans, please visit our SEC filings or the Company’s website.

E.F. Hutton

E.F. Hutton & Co. is a broker-dealer headquartered in New York, NY that provides advisory and financing solutions to a variety of clients including corporates, sponsors, and public-private partnerships. The Executive Team at E.F. Hutton & Co. has a proven track record of providing unwavering strategic advice to clients across the globe, including the US, Asia, Europe, UAE, and Latin America.

Lucosky Brookman LLP

Lucosky Brookman LLP is a full-service corporate and securities law firm providing sophisticated legal representation to public and private companies, institutional investors, and entrepreneurs. The firm specializes in capital markets, mergers and acquisitions, regulatory compliance, and corporate governance. With extensive experience in securities law and exchange listings, Lucosky Brookman assists companies in navigating complex financial transactions and regulatory frameworks.

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