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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: September 09, 2026
(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) |
|
(I.R.S.
Employer
Identification
No.) |
Ground
Floor, 10A Eleftheriou Venizelou Street
3035
Limassol, Cyprus
(Address
of principal executive offices, including zip code)
(877)
445-6047
(Registrant’s
telephone number, including area code)
200
Spectrum Center Drive, Suite 300, Irvine, California 92618
(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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| None |
|
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 ☐
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
8.01 Other Events.
Effective
September 9, 2026, FDCTech, Inc. (the “Company”) relocated its principal executive offices from 200 Spectrum Center Drive,
Suite 300, Irvine, California 92618 to Ground Floor, 10A Eleftheriou Venizelou Street, 3035 Limassol, Cyprus. The relocation was approved
by the Board of Directors of the Company acting by unanimous written consent.
The
Company relocated its principal executive offices in order to place its senior management in closer geographic proximity to the Company’s
principal operating subsidiaries and to the regulators that supervise them, including Crestmark Trading Ltd. in Malta, Alchemy Prime
Limited in the United Kingdom, and the Company’s payments business. Substantially all of the Company’s revenue is generated
by subsidiaries located outside the United States. The Company expects the relocation to improve day-to-day oversight of those operations
and to reduce the time and travel expense associated with that oversight.
The
Company remains incorporated under the laws of the State of Delaware and continues to maintain a registered office and registered agent
in the State of Delaware. The relocation does not change the Company’s state of incorporation, its status as a domestic issuer
under the U.S. federal securities laws, or its reporting obligations under the Securities Exchange Act of 1934, as amended. The Company’s
business, operations, subsidiaries, executive officers and Board of Directors are not otherwise changed by the relocation, and the relocation
is not expected to have a material effect on the Company’s results of operations or financial condition.
Effective
as of the date of this Current Report, all notices, correspondence and other communications to the Company should be directed to the
Company’s new principal executive offices at the address set forth above. The Company’s telephone number and its transfer
agent are unchanged.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including statements regarding the anticipated benefits of the relocation of
the Company’s principal executive offices. These statements are based on the Company’s current expectations and are subject
to risks and uncertainties, including those described in the Company’s Annual Report on Form 10-K and its subsequent periodic reports
filed with the Securities and Exchange Commission. Actual results may differ materially. Except as required by law, the Company undertakes
no obligation to update any forward-looking statement.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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. |
| |
|
|
|
| September
10, 2026 |
|
By: |
/s/
Imran Firoz |
| Date |
|
|
Imran
Firoz |
| |
|
|
Chief
Financial Officer |
| |
|
|
(Principal
Financial Officer) |
