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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report: September 18, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Conditional
Appointment of Directors
On September 18, 2026, the Board
of Directors (the “Board”) of FDCTech, Inc. (the “Company”), acting by unanimous written consent, approved
an increase in the size of the Board from four to six directors and appointed Jeff M. Pies and Dena Lauren Decker (each, a “Director
Designee”) to fill the resulting vacancies. The increase in Board size and each appointment are conditional and will
become effective only on the date (the “Effective Date”) on which the Company’s common stock is approved for listing
on The Nasdaq Stock Market LLC or the New York Stock Exchange (each, a “National Exchange”) and all conditions to such approval,
other than the commencement of trading, have been satisfied. From the Effective Date, each Director Designee will serve until the Company’s
next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death,
resignation or removal.
The Company’s common stock
is not currently listed on a National Exchange, and there can be no assurance that the Company will obtain listing approval. If the Effective
Date does not occur on or before September 18, 2028 (or such later date as the Company and the applicable Director Designee may agree
in writing), the Director Agreement (as defined below) with that Director Designee will terminate automatically, and the Board resolutions
provide that his or her appointment will lapse. In addition, each Director Designee may terminate his or her Director Agreement if the
Company does not obtain the required directors’ and officers’ liability (“D&O”) insurance, as described
below under “D&O Insurance Side Letters.”
The
Board has not yet determined the committees of the Board on which either Director Designee will serve. The Company will file an amendment
to this Current Report on Form 8-K within four business days after that information is determined or becomes available. The Board expects
to determine, prior to the Effective Date, whether each Director Designee is independent under the listing standards of the applicable
National Exchange and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Other
than the Director Agreements and the D&O Side Letters described below, there is no arrangement or understanding between either Director
Designee and any other person pursuant to which he or she was selected as a director. Neither Director Designee has a family relationship
with any director or executive officer of the Company, and neither Director Designee has a direct or indirect material interest in any
transaction required to be disclosed under Item 404(a) of Regulation S-K.
Jeff M. Pies, age 44, has been an independent marketing consultant since
January 2025, advising businesses on paid media marketing and brand strategy. From October 2018 to December 2024, he was Lead Marketing
Consultant at Future Shock Ventures, a Los Angeles-based marketing agency. Before that, he operated Hungry Iguana Films, a firm that provided
financing to independent film productions. Mr. Pies also has experience in shareholder advocacy in corporate restructurings. In 2008,
he was appointed by the United States Trustee to the official equity committee in the Chapter 11 case of Fremont General Corporation,
where he served as the committee’s lead negotiator in the company’s reorganization. In 2016, he assisted in the formation
of the official equity committee in the Chapter 11 case of Breitburn Energy Partners LP and advised on negotiations with creditors concerning
cancellation-of-indebtedness income tax exposure of the partnership’s unitholders. Mr. Pies holds a B.A. from the University of
Florida, an M.P.A. from the University of North Carolina at Chapel Hill and an M.B.A. from Johns Hopkins University. Mr. Pies does not
serve, and during the past five years has not served, as a director of any other company with a class of securities registered under Section
12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act.
Dena Lauren Decker, age 43, has
served since 2018 as Chief Financial Officer of the Posnack School Network, a multi-campus private school network in South Florida, where
she leads all financial and accounting operations and works directly with the network’s Audit Committee and Board of Directors
on budgeting, financial reporting, and external audits. From 2014 to 2018, she was Business Manager of Hochberg Preparatory School in
Aventura, Florida, and from 2007 to 2014, she was Director of Finance and Administration of Boca Prep International School in Boca Raton,
Florida. From 2006 to 2007, she worked in public accounting at Grant Thornton, where she advised clients on risk management,
internal controls and financial audits. From 2006 to 2017, she also taught accounting as an adjunct professor at Broward College and
as a CPA review instructor at Becker Professional Education. Ms. Decker is a Certified Public Accountant licensed in the State of Florida
and a member of the Florida Institute of Certified Public Accountants. She holds a Bachelor of Science in Accounting (cum laude) and
a Master of Science in Accounting (magna cum laude) from the University of Florida. Ms. Decker does not serve, and during the past five
years has not served, as a director of any other company with a class of securities registered under Section 12 of the Exchange Act or
subject to the requirements of Section 15(d) of the Exchange Act.
Board
of Directors Agreements
On September 18, 2026, the Company
entered into a Board of Directors Agreement with each Director Designee (each, a “Director Agreement”), which includes a
Director Proprietary Information Agreement and an Indemnification Agreement. Each Director Agreement becomes effective on the Effective
Date, except that certain provisions, including its indemnification, insurance and confidentiality provisions, became effective upon
signing.
Each Director Designee will receive
an annual cash fee of $35,000; an additional annual fee of $15,000 for each standing committee of the Board that he or she chairs; a
one-time award of $7,500 upon obtaining the NACD Directorship Certification or a comparable credential, and $2,500 per year while it
is maintained; and reimbursement of expenses. Compensation begins on the Effective Date (or such earlier date as provided in the Director
Agreement). Compensation is subject to the Company’s clawback policy.
The Director Agreements also
provide for, among other things, pre-appointment diligence deliverables by the Company, a review period during which the Director
Designee may decline appointment or resign without penalty, indemnification and advancement of expenses, and D&O insurance coverage.
D&O
Insurance Side Letters
Concurrently, the Company entered
into a D&O insurance side letter with each Director Designee (each, a “D&O Side Letter”), under which the Company
must bind conforming D&O insurance by October 18, 2026 and deliver or cure such coverage within specified periods. If the Company
fails to do so, the Director Designee may terminate his or her Director Agreement. As of the date of this Current Report, the Company
has not bound the required D&O insurance.
The
foregoing descriptions of the Director Agreements (including the Director Proprietary Information Agreements and Indemnification Agreements
attached thereto) and the D&O Side Letters do not purport to be complete and are qualified in their entirety by reference to
the full text of those agreements, which are filed as Exhibits 10.1 through 10.4 to this Current Report on Form 8-K and incorporated
herein by reference.
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 Exchange Act, including statements
regarding the anticipated listing of the Company’s common stock on a National Exchange, the effectiveness of the Director Designees’
appointments, their committee assignments and independence, and the Company’s ability to obtain directors’ and officers’
liability insurance on the terms and within the time required by the Director Agreements and D&O Side Letters. These statements are
based on the Company’s current expectations and are subject to risks and uncertainties, including the risk that the Company does
not satisfy the initial listing requirements of any National Exchange or cannot obtain conforming insurance on commercially reasonable
terms, and 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 |
| |
|
|
| 10.1 |
|
Board of Directors Agreement, dated September 18, 2026, between FDCTech, Inc. and Jeff M. Pies (including the Director Proprietary Information Agreement and Indemnification Agreement attached as Exhibits A and B thereto) |
| |
|
|
| 10.2 |
|
Board of Directors Agreement, dated September 18, 2026, between FDCTech, Inc. and Dena Lauren Decker (including the Director Proprietary Information Agreement and Indemnification Agreement attached as Exhibits A and B thereto) |
| |
|
|
| 10.3 |
|
Side Letter — D&O Insurance Condition, dated September 18, 2026, between FDCTech, Inc. and Jeff M. Pies |
| |
|
|
| 10.4 |
|
Side Letter — D&O Insurance Condition, dated September 18, 2026, between FDCTech, Inc. and Dena Lauren Decker |
| |
|
|
| 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
22, 2026 |
|
By: |
/s/
Imran Firoz |
| Date |
|
|
Imran
Firoz |
| |
|
|
Chief
Financial Officer |
| |
|
|
(Principal
Financial Officer) |
