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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: April 22, 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.) |
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:
| 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
2.02 Results of Operations and Financial Condition.
On
April 22, 2026, the Company announced its audited financial results for the fiscal year ended December 31, 2025, in a press release.
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.
Item
7.01 Regulation FD Disclosure.
The
information set forth under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is incorporated
herein by reference.
The information
in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, 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 April 22, 2026. |
| |
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. |
| |
|
|
|
| April
29, 2026 |
|
By: |
/s/
Imran Firoz |
| Date |
|
|
Imran
Firoz |
| |
|
|
Chief
Financial Officer |
| |
|
|
(Principal
Financial Officer) |
Exhibit
99.1

FDCTech,
Inc. Reports Record Fiscal Year 2025 Financial Results
Revenue
Surges 30% to $35.0 Million; Company Returns to Profitability with $5.8 Million Net Income; Accumulated Deficit Fully Eliminated, Uplisting
to National Exchange Advancing
IRVINE,
CA, April 22, 2026 – FDCTech, Inc. (OTC: FDCT) (“FDCTech” or the “Company”), a diversified global financial
technology company, today announced financial results for the fiscal year ended December 31, 2025, and confirmed the filing of its Annual
Report on Form 10-K with the U.S. Securities and Exchange Commission.
Fiscal
Year 2025 Financial Highlights
| ● | Total
revenues of $34,959,399, an increase of 29.8% from $26,943,718 in fiscal year 2024 (restated) |
| ● | Net
income attributable to FDCTech shareholders of $5,783,223, compared to a net loss of $18,781
in fiscal year 2024 (restated) |
| ● | Operating
income of $6,053,209, representing an operating margin of 17.3%, versus an operating loss
in the prior year (restated) |
| ● | Gross
margin expanded to 54.8% from 44.7% in fiscal year 2024 (restated) |
| ● | Technology
& Software revenues grew 210.5% to $5,099,187, driven by expanded Condor platform adoption |
| ● | Accumulated
deficit fully eliminated; accumulated surplus of $3,120,795 as of December 31, 2025 |
| ● | Total
stockholders’ equity of $22,377,274, compared to $6,188,205 at December 31, 2024 (restated) |
| ● | Cash
and cash equivalents of $17.7 million, with an additional $15.3 million held at liquidity
providers |
| ● | Working
capital improved to $14,883,171 from $853,533 at December 31, 2024 (restated) |
| ● | Completed
acquisition of Alchemy International Ltd. (AIL), Seychelles, on October 29, 2025 |
Revenue
Performance
Total
revenues for fiscal year 2025 were $34,959,399, an increase of $8,015,681, or 29.8%, compared to $26,943,718 in fiscal year 2024 (restated).
Growth was driven across three revenue-generating segments:
Brokerage
revenues were $23,429,315, an increase of 24.6%, driven by increased client trading volumes and the incremental contribution of Alchemy
International Ltd. (AIL), the Company’s Seychelles-regulated subsidiary acquired in October 2025. The brokerage segment represented
67.0% of total revenues.
Technology
& Software revenues surged to $5,099,187, an increase of 210.5%, reflecting expanded adoption of the Company’s proprietary
Condor Trading Technology suite by third-party brokerage clients and new licensing contracts executed during the year. Technology &
Software revenues represented 14.6% of total revenues, compared to 6.1% in fiscal year 2024 (restated).
Wealth
Management revenues were $6,430,897, broadly stable year-over-year, generated by AD Advisory Services Pty Ltd. (ADS), the Company’s
ASIC-regulated Australian subsidiary, which oversees more than $530 million in client assets under advice across a network of 28 financial
advisors.
Profitability
and Operating Leverage
Gross
profit for fiscal year 2025 was $19,144,041, an increase of 59.0%, with gross margin expanding approximately 1,010 basis points to 54.8%.
Despite revenue growth of approximately 30%, total operating expenses grew only 1.1% to $13,090,832, demonstrating significant operating
leverage. Operating income was $6,053,209 in fiscal year 2025, compared to an operating loss of $901,763 in fiscal year 2024 (restated)
– a swing of approximately $7.0 million.
Net
income attributable to FDCTech shareholders was $5,783,223, or $0.01 per basic and diluted share, compared to a net loss of $18,781 in
fiscal year 2024 (restated). Total stockholders’ equity increased to $22,377,274 at December 31, 2025. For the first time in the
Company’s history, the accumulated deficit has been fully eliminated, with the balance sheet reflecting a positive accumulated
surplus of $3,120,795.
Strategic
Acquisition of Alchemy International Ltd.
On
October 29, 2025, the Company completed the acquisition of 99.9% of Alchemy International Ltd. (“AIL”), a securities dealer
regulated by the Financial Services Authority of Seychelles under license number SD136. AIL was immediately earnings-accretive, contributing
net income of approximately $6.3 million attributable to the Company’s shareholders for the period from the acquisition date through
December 31, 2025. The acquisition expands the Company’s global regulatory footprint and enhances its capacity to serve offshore
brokerages, high-frequency traders, and institutional clients in Asia and emerging markets.
Please
visit our SEC filings or the Company’s website for more information on the full results and management’s
plan.
Alchemy
International Ltd. (AIL)
AIL
is a Seychelles-licensed securities dealer (License SD136) and is regulated by the Financial Services Authority. This acquisition strengthens
the Company’s global operational architecture and enables service to a broader base of offshore brokerages, high-frequency traders,
and institutional clients.
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
These
press release statements may be forward-looking statements or future expectations based on currently available information. Forward-looking
statements may include the words “may,” “could,” “will,” “estimate,” “intend,”
“continue,” “believe,” “expect,” “should,” “objective,” “seek,”
“plan,” or “anticipate,” as well as variations of such words or similar expressions, or the negatives of these
words. These forward-looking statements present our estimates and assumptions only as of the date of this press release. Except for our
ongoing obligation to disclose material information as required by the federal securities laws, we do not intend to and undertake no
obligation to update any forward-looking statement. 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. Forward-looking statements are naturally subject to risks and uncertainties.
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. We caution readers not to place undue reliance on any such forward-looking statements. Should one or
more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes will likely vary
materially from those indicated.
Contact
Media Relations
FDCTech,
Inc.
info@fdctech.com
www.fdctech.com
+1
877-445-6047
200
Spectrum Center Drive, Suite 300,
Irvine,
CA, 92618