FDCTECH, INC. (Form: 8-K, Received: 04/01/2025 08:35:35)

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: April 1, 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 April 1, 2025, the Company issued a press release comparing its financial performance for the fiscal year ending on December 31, 2024, and 2023. 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 April 1, 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.

April 1, 2025	By:	/s/ Imran Firoz
Date		Imran Firoz
		Chief Financial Officer
		(Principal Executive Officer)

Exhibit 99.1

FDCTech Reports Over 111% Revenue Growth in Fiscal Year 2024, Driven by Full-Year Contributions from Strategic Acquisitions

Robust Revenue Expansion Across All Business Segments – Investment and Brokerage, Wealth Management, and Technology Solution.

Irvine, CA: April 1, 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 audited results for the fiscal year ending December 31, 2024.

Full Year Highlights: FY 2024 vs. FY 2023

	●	Total Revenues: $26.94 million in FY 2024, up from $12.75 million in FY 2023 – an increase of 111.24% due to the consolidation of Alchemy Markets Ltd. (AML) and Alchemy Prime Ltd. (APL) for the full 2024 fiscal year, which contributed significantly to revenue expansion.

	●	Net Profit: $80,027 in FY 2024 compared to a net profit of $1.57 million in FY 2023 – a higher profit in FY 2023 was mainly due to non-recurring sales in the third quarter ending December 31, 2023.

	●	Gross Profit: $12.04 million in FY 2024, up from $8.88 million in FY 2023 – an increase of 92.73% due to the consolidation of AML and APL for the full 2024 fiscal year, which contributed significantly to the increase in gross profit.

	●	Cash Position: $24.78 million as of December 31, 2024.

	●	Working Capital Surplus: $9.42 million in FY 2024 compared to $7.46 million in FY 2023, an increase of 21.94%.

Performance by Segement

Investment and Brokerage

●

Revenue surged to $18.80 million in FY 2024, compared to $5.02 million in FY 2023 – an increase of 274.86% due to the consolidation of AML and APL for the full 2024 fiscal year, which contributed significantly to revenue expansion.

Wealth Management

●

Revenue increased to $6.50 million in FY 2024 from $5.93 million in FY 2023 – an increase of 9.63%.

Technology & Software Development

●

Revenue of $1.64 million in FY 2024 compared to $1.81 million in FY 2023 – a decrease of 9.35% as the Company focused its time and effort on integrating its technology in its subsidiaries.

Strategic and Operational Highlights

	●	Successfully integrated full-year financials from AML and APL following 2023 acquisitions.

	●	AML acquired over 2,361 clients from Next Markets and 35 clients from a Cypriot broker, expanding its presence in the EU.

	●	AML secured authorization in terms of article 6 of the Investment Services Act, Chapter 370 of the Laws of Malta, to offer equities and money market securities, enabling the Company to provide stocks and interest-yielding products.

	●	Launched new offices in Cyprus, Malta, and the UK.

	●	Ongoing development of the Condor Investing & Trading App, slated for commercialization in late 2025.

The management is proud of the transformative growth achieved in the fiscal year 2024. With a strong capital position, scalable platform, pipeline of upcoming acquisitions, and growing international footprint, the Company is well-positioned to deliver sustained value to shareholders and clients alike in the 2025 fiscal year and beyond.

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