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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: February 12, 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 February 12, 2025, the Company issued a press release that it has engaged Lucosky Brookman LLP to assist the Company in exploring an uplisting to a senior national securities exchange such as the Nasdaq Capital Market or the New York Stock Exchange (NYSE). 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 February 12, 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.
       
February 12, 2025   By: /s/ Imran Firoz
Date     Imran Firoz
      Chief Financial Officer
      (Principal Executive Officer)

 

 

 

Exhibit 99.1

 

 

FDCTech, Inc. Announces Intention to Apply for Uplisting to a Senior Exchange

 

The Company believes uplisting to a senior exchange will enhance liquidity, expand our investor base, and provide greater access to capital markets

 

Irvine, CA: February 12, 2025, FDCTech, Inc. (“FDC” or the “Company,” PINK: FDCT), a fintech-driven company specializing in acquiring and integrating small—to mid-size legacy financial services firms, proudly announces that that it has engaged Lucosky Brookman LLP to assist the Company in exploring an uplisting to a senior national securities exchange such as the Nasdaq Capital Market or the New York Stock Exchange (NYSE).

 

The Company’s engagement of Lucosky Brookman marks a significant step toward enhancing shareholder value and increasing market visibility. As part of this process, FDCTech intends to submit an application for uplisting and work toward meeting the stringent regulatory and financial requirements necessary for listing on a senior exchange.

 

However, there is no assurance that the Company will ultimately meet the listing requirements or that the uplisting application will be approved. Currently, FDCTech does not meet the necessary financial and regulatory criteria for uplisting, and there is no guarantee that it will do so in the future.

 

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, CFDs, 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