UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
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Preliminary
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Confidential
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Definitive
Information Statement |
FDCTECH,
INC.
(Name
of Registrant as Specified in its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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FDCTECH,
INC.
200
Spectrum Center Drive, Suite 300
Irvine,
CA 92618
(877)
445-6047
October
1, 2025
TO
THE STOCKHOLDERS OF FDCTECH, INC.:
THIS
IS A NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTERS DESCRIBED HEREIN.
This
notice and accompanying Information Statement is furnished to the holders of shares of common stock, par value $0.0001 per share, of
FDCTech, Inc., a Delaware corporation (the “Company”), pursuant to Section 228 of the Delaware General Corporation Law, Section
14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule 14C thereunder,
in connection with the approval of the following actions (the “Corporate Actions”) taken by the Company’s Board of
Directors (the “Board”) and by written consent of the holders of a majority of the voting power of the issued and outstanding
capital stock of the Company:
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1. |
To
amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of
common stock from 500,000,000 shares to 750,000,000 shares and the number of Preferred Stock from 10,000,000 shares to 15,000,000
shares (the “Authorized Share Increase”), |
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2. |
To
authorize our Board of Directors, in its discretion, to amend our articles of incorporation not later than June 30, 2026, to effect
a reverse stock split of all outstanding shares of our common stock in a ratio of not less than 1 for 10 and not more than 1 for
100 (the “Reverse Stock Split”), to be determined by the Board of Directors. |
The
purpose of the Information Statement is to notify our stockholders that on September 4, 2025, stockholders holding a majority of the
voting power of our issued and outstanding shares of capital stock executed a written consent approving the Corporate Actions.
The
written consent that we received constitutes the only stockholder approval required for the Corporate Actions under Delaware law and
our Certificate and Bylaws. As a result, no further action by any other stockholder is required to approve the Corporate Actions, and
we have not solicited, and will not be soliciting, your approval of the Corporate Actions. Notwithstanding, the holders of our common
stock of record at the close of business on September 4, 2025, are entitled to notice of the stockholder action by written consent.
This
notice and the accompanying Information Statement are being mailed to our holders of common stock of record as of September 4, 2025,
on or about October 2, 2025. This notice and the accompanying Information Statement shall constitute notice to you of the action by
written consent in accordance with Rule 14c-2 promulgated under the Exchange Act and in accordance with Delaware law and our bylaws.
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THE ACCOMPANYING INFORMATION STATEMENT. WE ARE
NOT ASKING FOR A PROXY, AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
| October
1, 2025 |
By
Order of the Board of Directors of |
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FDCTECH,
INC. |
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/s/
Mitchell Eaglstein |
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Mitchell
Eaglstein |
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Chief
Executive Officer |
FDCTECH,
INC.
200
Spectrum Center Drive, Suite 300
Irvine,
CA 92618
(877)
445-6047
Information
Statement Pursuant to Section 14C
of
the Securities Exchange Act of 1934
This
Information Statement is being mailed on or about October 2, 2025, to all holders of record on September 4, 2025 (the “Record Date”)
of the common stock, $0.0001 par value per share (the “Common Stock”), of FDCTECH, INC., a Delaware corporation (“FDCTech”
or the “Company”), in connection with the approval of the following actions (the “Corporate Actions”) taken by
the Board of Directors of the Company (the “Board”) and by written consent of the holders of a majority of the voting power
of FDCTech’s issued and outstanding capital stock (the “Approving Stockholders”):
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1. |
To
amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of
common stock from 500,000,000 shares to 750,000,000 shares and the Preferred Stock from 10,000,000 shares to 15,000,000 shares (the
“Authorized Share Increase”), |
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2. |
To
authorize our Board of Directors, in its discretion, to amend our articles of incorporation not later than June 30, 2026, to effect
a reverse stock split of all outstanding shares of our common stock in a ratio of not less than 1 for 10 and not more than 1 for
100 (the “Reverse Stock Split”), to be determined by the Board of Directors. |
On
September 4, 2025, our Board unanimously approved the Corporate Actions. In order to eliminate the costs and management time involved
in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes
of our Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described
in this Information Statement in accordance with Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)
and our bylaws. On September 4, 2025, the Approving Stockholders approved, by written consent, the Corporate Actions. The Approving Stockholders
(common and Series A stock) own 370,128,105 shares, representing 87.6% of the total issued and outstanding voting power of the Company.
Since
the Board and the holders of a majority of the voting power of the Company’s issued and outstanding shares of capital stock have
voted in favor of the Corporate Actions, all corporate actions necessary to authorize the Corporate Actions have been taken. We expect
that each of the Corporate Actions will become effective on or about the 20th calendar day after the date on which this Information Statement
and the accompanying notice are mailed to our stockholders. Our Board retains authority to abandon either or both of the Corporate Actions
for any reason at any time prior to the effective date of the respective Corporate Action.
NOTICE
PURSUANT TO SECTION 228 — Pursuant to Section 228 of the DGCL, we are required to provide prompt notice of the taking of corporate
action by written consent to our stockholders who have not consented in writing to such action. Section 228 permits a Delaware corporation
to take a corporate action that requires stockholder approval without holding a stockholder meeting if the corporation: (a) obtains the
written consent of those stockholders who would have been entitled to cast at least the minimum number of votes that would be necessary
to authorize or take such action at a stockholders meeting and (b) gives prompt notice of the corporate action to those stockholders
who do not consent in writing. By written consent dated September 4, 2025, the Approving Stockholders of the Company as of the Record
Date who would have been entitled to cast at least the minimum number of votes necessary to authorize such action at a meeting of stockholders
authorized by the Corporate Actions.
Because
the holders have already approved the Corporate Actions of a majority of the voting power of the Company’s outstanding shares of
capital stock, you are not required to take any action. This Information Statement provides you with notice that the Corporate Actions
have been approved. You will receive no further notice of the approval or of the effective date of each of the Corporate Actions other
than pursuant to reports which the Company will be required to file with the Securities and Exchange Commission (the “SEC”)
in the future.
The
Company’s Common Stock is quoted on the OTC PINK tier of the OTC Markets Group Inc. under the symbol “FDCT.”
RECORD
DATE AND VOTING SECURITIES
Only
stockholders of record at the close of business on the Record Date are entitled to notice of the information disclosed in this Information
Statement. As of the Record Date, our authorized securities consist of (i) 500,000,000 shares of Common Stock, par value $0.0001 per
share, of which 422,584,729 common shares were issued and outstanding, and (ii) 10,000,000 shares of preferred stock, $0.0001 par value
per share, of which 4,500,000 shares of Series A Convertible Preferred Stock were issued and outstanding and (iii) 3,000,000 shares of
Series B Convertible Preferred Stock were authorized, of which 2,371,844 of such shares Preferred Stock were issued and outstanding.
Holders
of our Common Stock are entitled to one vote per share. Holders of Series A and Series B Preferred Stock are entitled to fifty (50) votes
per share and one (1) vote per share, respectively, on all the issues presented to stockholders. Accordingly, the Approving Stockholders
(some who own common and preferred stock) hold 87.6% of the Company’s voting power.
EXPENSES
The
Company will bear the costs of preparing, printing, and mailing this Information Statement.
STOCKHOLDERS
SHARING AN ADDRESS
We
will deliver only one Information Statement to multiple stockholders sharing the same address, unless we have received contrary instructions
from one or more of the stockholders. We undertake to deliver promptly, upon written or oral request, a separate copy of the Information
Statement to a stockholder at a shared address to which a single copy of the Information Statement is delivered. A stockholder can notify
us that the stockholder wishes to receive a separate copy of the Information Statement by contacting us at the address or phone number
set forth above. Conversely, if multiple stockholders sharing an address receive multiple Information Statements and wish to receive
only one, such stockholders can notify us at the address or phone number set forth above.
DISSENTERS’
RIGHTS
Under
DGCL, our stockholders are not entitled to dissenters’ rights or appraisal rights with respect to any of the Corporate Actions,
and we will not independently provide our stockholders with any such rights.
INTEREST
OF CERTAIN PERSONS IN THE CORPORATE ACTIONS
No
officer or director has any substantial interest, direct or indirect, in security holdings or otherwise, in any of the Corporate Actions
that is not shared by all of our other stockholders.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED HEREIN.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
ITEM
1
INCREASE
IN AUTHORIZED SHARES OF COMMON STOCK TO 750,000,000 SHARES FROM 500,000,000 SHARES AND THE PREFERRED STOCK TO 15,000,000 SHARES FROM
10,000,000 SHARES.
On
September 4, 2025, our Board of Directors and the Stockholders of a majority of the Company’s voting shares approved the Authorized
Share Increase.
The
effective date of the Authorized Share Increase will be determined at the sole discretion of the Board of Directors and will be publicly
announced by us. The Authorized Share Increase will become effective upon the filing of a certificate of amendment to the Certificate
relating to the Authorized Share Increase with the Secretary of State of the State of Delaware. The Board of Directors may determine,
in its sole discretion, not to effect the Authorized Share Increase and not to file any amendment to our Certificate.
Our
Board believes it is in FDCTech’s best interests to increase the number of authorized shares of Common Stock in order to give us
greater flexibility in considering and planning for future corporate needs, including, but not limited to, potential strategic transactions,
including mergers, acquisitions and business combinations, stock dividends, grants under equity compensation plans, stock splits or financings,
as well as other general corporate transactions. The Board believes that additional authorized shares of Common Stock will enable us
to take timely advantage of acquisition opportunities that become available to us, as well as market conditions and favorable financing.
We do not have any definitive plans, arrangements, understandings, or agreements regarding the issuance of the additional shares of Common
Stock that will result from the adoption of the Authorized Share Increase. Except as otherwise required by law, the newly authorized
shares of Common Stock will be available for issuance at the discretion of our Board (without further action by our stockholders) for
various future corporate needs, including those outlined above. While effecting the Authorized Share Increase would not have any immediate
dilutive effect on the proportionate voting power or other rights of existing stockholders, any future issuance of additional authorized
shares of our Common Stock may, among other things, dilute the earnings per share of our Common Stock and the equity and voting rights
of those holding equity at the time the additional shares are issued.
Any
newly authorized shares of Common Stock will be identical to the shares of Common Stock that are now authorized and outstanding. The
Authorized Share Increase will not affect the rights of current holders of our Common Stock, none of whom have preemptive or similar
rights to acquire the newly authorized shares.
Regarding
the newly authorized Preferred Stock, the Board of Directors is authorized to determine the qualifications, limitations, voting and other
powers, preferences, and relative, participating, optional, or other rights of such Preferred Stock.
Board
Discretion to Implement the Authorized Share Increase
The
Board will implement the Authorized Share Increase only upon a determination that the Authorized Share Increase is in the best interests
of stockholders at that time. The Board of Directors may determine, in its sole discretion, not to effect the Authorized Share Increase
and not to file any amendment to our Certificate.
Effective
Time
The
effective time of the Authorized Share Increase, if the proposed Authorized Share Increase is implemented at the direction of the Board,
will be the date and time that the certificate of amendment affecting the Authorized Share Increase is filed with the Delaware Secretary
of State or such later time as is specified therein. The exact timing of the Authorized Share Increase will be determined by our Board
based on its evaluation as to when such action will be the most advantageous to FDCTech and its stockholders, and the effective date
will be publicly announced by FDCTech. The Authorized Share Increase may be delayed or abandoned without further action by the stockholders
at any time prior to the effectiveness of the related certificate of amendment filed with the Delaware Secretary of State, notwithstanding
the Authorizing Stockholder’s approval of the Authorized Share Increase, if the Board, in its sole discretion, determines that
it is in the best interests of the Company and its stockholders to delay or abandon the Authorized Share Increase.
ITEM
2
APPROVAL
OF GRANT TO THE BOARD OF DIRECTORS THE DISCRETIONARY AUTHORITY TO AFFECT A REVERSE STOCK SPLIT TO THE COMPANY’S OUTSTANDING SHARES
OF COMMON STOCK
We
are seeking shareholder approval to grant the Board discretionary authority to amend the Company’s Certificate of Incorporation
(the “Certificate”) to effect a Reverse Stock Split of the issued and outstanding shares of our Common Stock, par value $0.001
per share, such split to combine a whole number of outstanding shares of our Common Stock in a ratio of not less than 1 share for 10
shares and not more than 1 share for 100 shares, to be determined by the Board of Directors, at any time prior to June 30, 2026 (the
“Reverse Split Proposal”).
The
amendments will not change the number of authorized shares of Common Stock or the relative voting power of our shareholders. Because
the number of authorized shares will not be reduced, the number of authorized but unissued shares of our Common Stock will materially
increase and will be available for reissuance by the Company. The Reverse Stock Split, if implemented, would affect all of our common
stockholders uniformly.
The
Board unanimously approved and recommended seeking shareholder approval of this Reverse Split Proposal on September 4, 2025.
Even
if the shareholders approve the Reverse Split Proposal, we reserve the right not to effect any reverse stock split if the Board determines
that it is not in the best interests of our shareholders. The Board believes that granting this discretion provides the Board with maximum
flexibility to act in the best interests of our shareholders. If the shareholders approve this Reverse Split Proposal, the Board will
have the authority, in its sole discretion, without further action by the shareholders, to effect a reverse stock split.
The
Board’s decision as to whether and when to effect the Reverse Stock Split will be based on a number of factors, including prevailing
market conditions, existing and expected trading prices for our Common Stock, actual or forecasted results of operations, and the likely
effect of such results on the market price of our Common Stock.
Following
a reverse stock split, the number of our outstanding shares of Common Stock will be significantly reduced. The shares authorized under
the Company’s 2023 Incentive Stock Plan are non-dilutive, and therefore, the authorized shares will not be affected by any reverse
stock split proposed herein.
The
Reverse Stock Split is not being proposed in response to any effort of which we are aware to accumulate our shares of Common Stock or
obtain control of the Company, nor is it a plan by management to recommend a series of similar actions to our Board or our shareholders.
There
are certain risks associated with a reverse stock split, and we cannot accurately predict or assure the Reverse Stock Split will produce
or maintain the desired results (for more information on the risks, see the section below entitled “Certain Risks Associated with
a Reverse Stock Split”). However, our Board believes that the benefits to the Company and our shareholders outweigh the risks.
Reasons
for the Reverse Stock Split
The
primary purpose of effecting the Reverse Stock Split, should the Board of Directors choose to effect one, would be to increase the per
share price of our Common Stock. The Board of Directors believes that should the appropriate circumstances arise, affecting the Reverse
Stock Split would, among other things, help us to:
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Meet
certain initial listing requirements of the New York Stock Exchange (“NYSE”) and/or NASDAQ; |
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Appeal
to a broader range of investors to generate greater investor interest in the Company and |
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Improve
the perception of our Common Stock as an investment security. |
Meet
the NASDAQ or NYSE Listing Requirements - Our Common Stock is currently listed on the OTC: PINK (“FDCT”). Both the NYSE
and the NASDAQ require a minimum trading price per share in order to list on either exchange. The NYSE and the NASDAQ Rules and Regulations
require, among other things, that in order to list on their exchanges, the average closing price of a company’s common stock must
be at least $3.00 or $4.00 per share over a consecutive 30 trading-day period.
Appeal
to a Broader Range of Investors to Generate Greater Investor Interest in the Company - An increase in our stock price may make our
Common Stock more attractive to investors. Brokerage firms may be reluctant to recommend lower-priced securities to their clients. Many
institutional investors have policies prohibiting them from holding lower-priced stocks in their portfolios, which reduces the number
of potential purchasers of our Common Stock. Investment funds may also be reluctant to invest in lower-priced stocks. Investors may also
be dissuaded from purchasing lower-priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to
be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage
of lower-priced stocks. Giving the Board of Directors the ability to effect a reverse stock split and thereby increase the price of our
Common Stock would give the Board the ability to address these issues if it is deemed necessary.
Criteria
to Determine Whether to Implement a Reverse Stock Split
In
determining whether to implement this Reverse Stock Split and its specific Reverse Stock Split ratio, the Board of Directors may consider
various factors, including:
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the
historical trading price and trading volume of our common stock; |
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the
then-prevailing trading price and trading volume of our common stock; |
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the
expected impact of the Reverse Stock Split on the short- and long-term market; and |
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overall
prevailing general stock market and economic conditions. |
Certain
Risk Factors Related to the Reverse Stock Split
We
cannot assure you that the Reverse Stock Split will increase our stock price or otherwise benefit the market for our common stock.
Although we expect that a reverse stock split will result in an increase in the market price of our common stock, its actual effect on
our common stock cannot be predicted with any certainty. We have no way of knowing whether the market price for our common stock will
be proportionately the same, greater, or less than prior to a reverse stock split. If our post-split common shares are traded at prices
that are less than their pre-split prices multiplied by the reverse split ratio, our stockholders could suffer a material loss in the
value of the shares held by them.
The
history of reverse stock splits for other companies is quite varied, and some investors may view them negatively. It is possible that
the price of our common shares after the Reverse Stock Split will not increase in the same proportion as the reduction in the number
of our outstanding common shares, and that the reverse stock split may not result in a per share price that will attract investors who
do not trade in lower-priced stocks. Although we believe the Reverse Stock Split will enhance the marketability of our common stock to
some potential investors, we cannot assure you that our common stock will be more attractive to any investors.
The
Reverse Stock Split may decrease the liquidity of our common stock. The Reverse Stock Split may negatively impact the liquidity
of our Common Stock, as the reduced number of outstanding shares following its implementation may result in a decrease in liquidity.
Potential
Dilutive Effect of the Reverse Stock Split. Regardless of the actual reverse split ratio chosen by our Board of Directors, a
material increase in our unissued authorized Common Stock will occur. This may allow us to dilute existing stockholders more substantially
in the future than is currently possible. The issuance of such additional shares of Common Stock could have the effect of diluting the
equity ownership, voting impact, and future earnings per share of existing shareholders. Depending on the amount and value received for
the shares issued, such dilution may be substantial. Moreover, our shareholders have no preemptive rights to subscribe for or purchase
any part of new or additional issuances of our securities, which means they have no prior right to purchase or otherwise acquire any
part of newly issued Common Stock to maintain their proportionate ownership of our common stock.
Potential
Anti-Takeover Effect of the Reverse Stock Split. The substantial increase in our authorized Common Stock available for issuance
without stockholder approval resulting from a reverse stock split could have the effect of discouraging unsolicited takeover attempts
or inhibiting needed management changes, and, accordingly, may limit the opportunity of our stockholders to dispose of their shares at
a better price than otherwise available to them. The issuance or even potential issuance of such increased authorized shares, by diluting
the voting power of existing stockholders, could discourage, delay, or even prevent unsolicited persons from gaining control of the Company
or effecting a merger or other business combination, even if such a transaction is perceived beneficial to existing stockholders.
We
currently have no written or oral plans, proposals, or other arrangements to issue any of the additional authorized common shares that
would be available incident to a reverse stock split.
Principal
Effects of a Reverse Stock Split
If
our shareholders approve this Reverse Split Proposal and the Board of Directors elects to effect a reverse stock split, our issued and
outstanding shares of Common Stock would decrease at a rate of approximately one share of Common Stock for every ten (10) shares of Common
Stock currently outstanding, or to one hundred (100) shares of Common Stock presently outstanding, with adjustment for any fractional
shares. The Reverse Stock Split would affect all of our Common Stock simultaneously, and the exchange ratio would be the same for all
shares of Common Stock. The Reverse Stock Split would affect all of our shareholders uniformly and would not alter any shareholder’s
percentage ownership interest in the Company, except to the extent that it results in a shareholder receiving whole shares in lieu of
fractional shares. Shareholders holding fractional shares as a result of the Reverse Stock Split will be rounded up to the next whole
share. The Reverse Stock Split would not affect the relative voting or other rights that accompany the shares of our Common Stock, except
to the extent that it results in a shareholder receiving a whole share in lieu of fractional shares. Common Stock issued pursuant to
the Reverse Stock Split would remain fully paid and non-assessable. The Reverse Stock Split would not affect our securities law reporting
and disclosure obligations, and we would continue to be subject to the periodic reporting requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). We have no current plans to take the Company private. Accordingly, a reverse stock
split is not related to a strategy to do so.
In
addition to the change in the number of shares of Common Stock outstanding, a reverse stock split would have the following effects:
Increase
the Per Share Price of our Common Stock - By effectively condensing a number of pre-split shares into one share of Common Stock,
the per share price of a post-split share is generally greater than the per share price of a pre-split share. The amount of the initial
increase in per share price and the duration of such increase, however, are uncertain. If appropriate circumstances exist, the Board
may utilize the Reverse Stock Split as part of its plan to obtain a listing on the NYSE or NASDAQ to meet the listing standards noted
above.
Increase
in the Number of Shares of Common Stock Available for Future Issuance - By reducing the number of shares outstanding without reducing
the number of shares of available but unissued Common Stock, a reverse stock split will increase the number of authorized but unissued
shares. The Board believes the increase is appropriate for use to fund the future operations of the Company. Although the Company does
not have any pending acquisitions for which shares are expected to be used, the Company may also use authorized shares in connection
with the financing of future acquisitions.
The
following table contains information relating to our common stock based on information as of September 4, 2025:
| | |
Current | | |
After Reverse Split if 1:10 Ratio is Selected | | |
After Reverse Split if 1:100 Ratio is Selected | |
| Authorized Common Stock | |
| 500,000,000 | | |
| 500,000,000 | | |
| 500,000,000 | |
| Common Stock issued and outstanding | |
| 422,584,729 | | |
| 42,258,473 | | |
| 4,225,847 | |
| Common Stock reserved for issuance for future grants under Stock Option Plans | |
| 50,000,000 | | |
| 50,000,000 | | |
| 50,000,000 | |
Although
a reverse stock split would not have any dilutive effect on our shareholders, a reverse stock split without a reduction in the number
of shares authorized for issuance would reduce the proportion of shares owned by our shareholders relative to the number of shares authorized
for issuance, giving our Board an effective increase in the authorized shares available for issuance, in its discretion. Our Board, from
time to time, may deem it to be in the best interests of the Company and our shareholders to enter into transactions and other ventures
that may include the issuance of shares of our Common Stock. If our Board authorizes the issuance of additional shares subsequent to
the Reverse Stock Split described above, the dilution to the ownership interest of our existing shareholders may be greater than would
occur had the Reverse Stock Split not been effected. Many stock issuances not involving equity compensation do not require shareholder
approval, and our Board generally seeks approval of our shareholders in connection with a proposed issuance only if required at that
time.
Require
Adjustment to some Currently Outstanding Securities Exercisable into Shares of our Common Stock - A reverse stock split would affect
a reduction in the number of shares of Common Stock issuable upon the exercise of our outstanding stock options in proportion to the
Reverse Stock Split ratio. Additionally, the exercise price of outstanding options would increase, likewise in proportion to the Reverse
Stock Split ratio. A reverse stock split will not affect the conversion ratio of the company’s issued and outstanding Series B
Preferred Stock (the “Series B Shares”). The Series B Shares are non-dilutive and are not subject to stock splits or any
other adjustments to the Company’s common stock. Each share of Series B Shares can be converted into 100 shares of the Company’s
common stock at any time by the holder of such shares.
In
addition, a reverse stock split may result in some shareholders owning “odd lots” of less than 100 shares of Common Stock,
which may be more difficult to sell and may cause those holders to incur greater brokerage commissions and other costs upon sale.
Authorized
Shares of Common Stock
The
Reverse Stock Split Proposal will not change the number of authorized shares of Common Stock but will increase the number of authorized
shares available for future issuance for corporate needs such as equity financing, retirement of outstanding indebtedness, stock splits
and stock dividends, employee benefit plans, or other corporate purposes as may be deemed by the Board to be in the best interests of
the Company and its shareholders. The Board believes the increase in available shares for future issuance is appropriate to fund the
Company’s future operations. It will also provide the Company with greater flexibility to respond quickly to advantageous business
opportunities. However, we may, from time to time, explore opportunities to make acquisitions through the use of stock. As a result,
the Company’s current number of authorized shares of Common Stock may enable the Company to better meet its future business needs.
We
believe that the current amount of authorized Common Stock will make a sufficient number of shares available should the Company decide
to use its shares for one or more of such previously mentioned purposes or otherwise. The current capital will provide the Board with
the ability to issue additional shares of stock without further vote of the shareholders of the Company, except as provided under Wyoming
corporate law or under the rules of any national securities exchange on which shares of stock of the Company are then listed.
Procedure
for Effecting Reverse Stock Split and Exchange of Stock Certificates
If
the Reverse Split Proposal is approved by our shareholders, our Board, in its sole discretion, will determine whether such an action
is in the best interests of the Company and our shareholders, taking into consideration the factors discussed above. If our Board believes
that a reverse stock split is in our best interests and the best interest of our shareholders, our Board will then implement the Reverse
Stock Split.
We
would then file a certificate of amendment to our Certificate (the “Certificate of Amendment”) with the Secretary of the
State of Delaware at such time as our Board of Directors had determined the appropriate, effective time for the Reverse Stock Split to
affect the Reverse Stock Split. Upon the filing of the Certificate of Amendment, and without any further action on the part of the Company
or our shareholders, the issued shares of Common Stock held by shareholders of record as of the effective date of the Reverse Stock Split
would be converted into a lesser number of shares of Common Stock calculated in accordance with the Reverse Stock Split ratio of not
less than one-for-ten (1:10) or not more than one-for-one hundred (1:100), as selected by our Board and set forth in the Certificate
of Amendment.
For
example, if a shareholder presently holds 1,000 shares of our Common Stock, he or she would hold 100 shares of Common Stock following
a one-for-ten reverse stock split or 10 shares of Common Stock following a one-for-one hundred reverse stock split, in each case with
an adjustment for any fractional shares. Beginning on the effective date of the split, each certificate representing pre-split shares
would be deemed, for all corporate purposes, to evidence ownership of the corresponding post-split shares.
As
soon as practicable after the effective date of the Reverse Stock Split, shareholders would be notified that the Reverse Stock Split
had been effected.
Effect
on Beneficial Holders (i.e., Shareholders Who Hold in “Street Name”)
Upon
the Reverse Stock Split, we intend to treat Common Stock held by shareholders in “street name” through a bank, broker, or
other nominee in the same manner as shareholders whose shares are registered in their own names. Banks, brokers, or other nominees will
be instructed to effect the Reverse Stock Split for their customers holding Common Stock in “street name.” However, these
banks, brokers, or other nominees may have different procedures than registered shareholders for processing the Reverse Stock Split.
If you hold shares of Common Stock with a bank, broker, or other nominee and have any questions in this regard, you are encouraged to
contact your bank, broker, or other nominee.
Effect
on Registered “Book-Entry” Holders (i.e., Shareholders that are Registered on the Transfer Agent’s Books and Records
but do not Hold Certificates)
Some
of our registered holders of Common Stock may hold some or all of their shares electronically in book-entry form with our transfer agent,
West Coast Stock Transfer Inc. These shareholders do not have stock certificates evidencing their ownership of Common Stock. They are,
however, provided with a statement reflecting the number of shares registered in their accounts. If a shareholder holds registered shares
in book-entry form with our transfer agent, no action needs to be taken to receive post-Reverse Stock Split shares. If a shareholder
is entitled to post-Reverse Stock Split shares, a transaction statement will be available to be sent to the shareholder’s address
of record, indicating the number of shares (adjusted for any fractional shares) of Common Stock held following the Reverse Stock Split,
if required by the shareholder.
Effect
on Certificated Shares
Upon
the Reverse Stock Split, our transfer agent will act as our exchange agent and assist holders of Common Stock in implementing the exchange
of their certificates.
Commencing
on the effective date of the Reverse Stock Split, shareholders holding shares in certificated form will be sent a transmittal letter
by our transfer agent. The letter of transmittal will contain instructions on how a shareholder should surrender his or her certificates
representing Common Stock (“Old Certificates”) to the transfer agent in exchange for certificates representing the appropriate
number of whole post-Reverse Stock Split Common Stock, as applicable (“New Certificates”). No New Certificates will be issued
to a shareholder until that shareholder has surrendered all Old Certificates, together with a properly completed and executed letter
of transmittal, to the transfer agent. The letter of transmittal will also contain instructions on how you may obtain New Certificates
if your Old Certificates have been lost. If you have lost your certificates, you will have to pay any surety premium and the service
fee required by our transfer agent.
Until
surrendered, we will deem outstanding Old Certificates held by shareholders to be canceled and only to represent the number of whole
shares to which these shareholders are entitled.
Any
Old Certificates submitted for exchange, whether because of a sale, transfer, or other disposition of shares, will automatically be exchanged
for New Certificates.
Shareholders
should not destroy any stock certificates and should not submit any certificates until requested by the transfer agent to do so. Shortly
after the Reverse Stock Split, the transfer agent will provide registered shareholders with instructions and a letter of transmittal
for converting Old Certificates into New Certificates. Shareholders are encouraged to promptly surrender Old Certificates to the transfer
agent (acting as exchange agent in connection with the Reverse Stock Split) in order to avoid having shares become subject to escheat
laws.
Fractional
Shares
The
effect of the Reverse Stock Split upon existing shareholders of the Common Stock will be that the total number of shares of the Company’s
Common Stock held by each shareholder will automatically convert into the number of whole shares of Common Stock equal to the number
of shares of Common Stock owned immediately prior to the Reverse Stock Split divided by the Reverse Stock Split ratio chosen by the Board,
with an adjustment for any fractional shares. Fractional shares will be rounded up to the next whole share.
Upon
effectuation of the Reverse Stock Split, each common shareholder’s percentage ownership interest in the Company’s Common
Stock will remain virtually unchanged, except for minor changes and adjustments that will result from rounding fractional shares into
whole shares. The rights and privileges of the holders of shares of Common Stock of the Company will be substantially unaffected by the
Reverse Stock Split. All issued and outstanding options, warrants, and convertible securities would be appropriately adjusted for the
Reverse Stock Split automatically on the effective date of the Reverse Stock Split. Shareholders holding a fraction as a result of the
Reverse Stock Split will be rounded up to the next whole share.
No
Appraisal Rights
Our
shareholders are not entitled to appraisal rights with respect to a reverse stock split, and we will not provide shareholders with any
such right independently.
Reservation
of Right to Abandon Reverse Stock Split
We
reserve the right to abandon a reverse stock split without further action by our shareholders at any time before the effectiveness of
the filing with the Secretary of the State of Delaware of the Certificate of Amendment, even if our shareholders have approved the authority
to effect a Reverse Stock Split at a Special or Annual Meeting.
Vote
Required
Pursuant
to the DGCL, the approval of the above Action required a majority of the Company’s outstanding voting capital stock. As discussed
above, the Approving Stockholders have consented to this Item 2.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table lists, as of September 4, 2025, the number of shares of common, Series A Convertible Preferred Stock, and Series B convertible
Preferred Stock of our Company that are beneficially owned by (i) each person or entity is known to our Company to be the beneficial
owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all sole officer and
director as a group. Information relating to beneficial ownership of the common stock by our principal shareholders and management is
based upon each person’s information using “beneficial ownership” concepts under the Securities and Exchange Commission
rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which
includes the power to vote or direct the voting of the security, or investment power, which consists of the power to vote or direct the
voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire
beneficial ownership within sixty (60) days. Under the Securities and Exchange Commission rules, more than one person may be deemed a
beneficial owner of the same securities, and a person may be deemed a beneficial owner of securities as to which they may not have any
beneficial financial interest. Except as noted below, each person has sole voting and investment power.
The
percentages below are calculated based on 422,584,729 shares of our common stock issued and outstanding as of September 4, 2025.
| Name and Address(1) | |
Title
of Class | |
Number of Shares Beneficially Owned | | |
Percent of Class | |
| Mitch Eaglstein | |
Common | |
| 20,818,105 | | |
| 4.93 | % |
| Imran Firoz | |
Common | |
| 24,310,000 | | |
| 5.75 | % |
| Brian Platt | |
Common | |
| 1,000,000 | | |
| * | % |
| Jonathan Baumgart | |
Common | |
| 645,000 | | |
| * | % |
| Gope S. Kundnani (2) | |
Common | |
| 200,000,000 | | |
| 47.33 | % |
| FRH Group Corporation (3) | |
Common | |
| 26,372,413 | | |
| 6.24 | % |
| Officers and Directors as a group (5 persons) | |
Common | |
| 246,773,105 | | |
| 58.40 | % |
| Name and Address(1) | |
Title
of Class (4) | |
Number of Shares Beneficially Owned | | |
Percent of Class | |
| Mitch Eaglstein | |
Series A Preferred | |
| 500,000 | | |
| 11.11 | % |
| Gope S. Kundnani | |
Series A Preferred | |
| 4,000,000 | | |
| 88.89 | % |
| Officers and Directors as a group (2 persons) | |
Series A Preferred | |
| 4,500,000 | | |
| 100.00 | % |
| Name and Address(1) | |
Title
of Class (5) | |
Number of Shares Beneficially Owned | | |
Percent
of Class | |
| Gope Kundnani | |
Series B Preferred | |
| 1,991,844 | | |
| 83.98 | % |
| Mitch Eaglstein | |
Series B Preferred | |
| 150,000 | | |
| 6.32 | % |
| Imran Firoz | |
Series B Preferred | |
| 150,000 | | |
| 6.32 | % |
| Officers and Directors as a group (3 persons) | |
Series B Preferred | |
| 2,291,844 | | |
| 96.63 | % |
*
Less than 1%
(1)
Addresses for all officers and directors are 200 Spectrum Centre Drive, Suite 300, Irvine, CA 92618.
(2)
Gope S. Kundnani owns 170,000,000 common shares of the Company personally and 30,000,000 shares through APSI Holdings Limited, which
he controls.
(3)
On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation.
The Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908 in return for the issuance of 12,569,080
shares of unregistered common stock of the Company (the “Shares”) to FRH. Following the Agreement, FRH assigned the Shares
to FRH Group Corporation, also owned by Mr. Hong. Address for FRH Group is 530 Technology Drive, Suite 100, Irvine, CA 92618.
(4)
Series A Preferred stock is entitled to fifty (50) non-cumulative votes per share on all matters presented to stockholders for action.
As a result, 4,500,000 Series A Preferred Shares represent a 34.62% voting percentage on a fully diluted vote per share basis.
(5)
Series B Preferred stock is entitled to one (1) vote per share on all matters presented to stockholders for action. As a result, 2,371,844
Series B Preferred Shares represent less than 1% voting percentage on a fully diluted vote per share basis.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Other
than as set forth below, none of the Company’s directors or executive officers have any interest in the transaction approved by
the Approving Stockholders and described in this Information Statement except in their capacity as holders:
On
February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation.
The Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908 in return for issuing 12,569,080 shares
of unregistered common stock of the Company (the “Shares”) to FRH. Following the Agreement, FRH assigned the Shares to FRH
Group Corporation, also owned by Mr. Hong.
In
September 2022, the Company issued 30,000,000 shares of common stock for cash consideration of $300,000 and appointed Gope S. Kundnani
as the Company’s director. As the director’s compensation, the Company issued 5,000,000 shares valued at $60,000. Mr. Kundnani
is the director and owner of Alchemy Prime Holdings Limited (APHL). In January 2023, the Company issued 115,000,000 shares of common
stock to Mr. Kundnani, a director of the Company, for cash consideration of $550,000.
The
Company completed the acquisition on November 30, 2023, for full ownership of Alchemy Prime Ltd. (Alchemy UK) and the remaining 49.90%
stake in Alchemy Markets Ltd. (Alchemy Malta) for 1,800,000 Series B Preferred Stock, valued at $1.41. The Company will receive $2,500,000
in direct investment from Alchemy Prime Holdings Shareholder for Series A Preferred, valued at $1.00 per share. The Company will receive
$5,500,000 in direct investment from Alchemy Prime Holdings Shareholder for Common Stock valued at $0.11 per share. Mr. Gope Kundnani,
a director and controlling shareholder of the Company, is an officer and controlling shareholder of APHL. As a director, Mr. Kundnani
abstained from voting on the Alchemy transactions. Details of these transactions were disclosed on an 8-K filed with the United States
Securities and Exchange Commission on December 7, 2023, and can be located at the following link: https://www.sec.gov/ix?doc=/Archives/edgar/data/1722731/000149315223044035/form8-k.htm
In
January 2024, the Company issued 50,000 and 141,844 Series B Preferred Stock to Gope S. Kundnani for services rendered and cash of $200,000.
In January 2024, the Company issued 150,000 shares of Series B preferred stock each to Mitchell M. Eaglstein, CEO and Director, and Imran
Firoz, CFO and Director, for services valued at $1.41 per share.
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Exchange Act, and in accordance therewith, file reports, information statements, and
other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other information
filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington,
DC 20549. Copies of such material can also be obtained upon written requests addressed to the SEC, Public Reference Section, 100 F Street,
N.E., Washington, DC 20549 at prescribed rates. In addition, the SEC maintains a website on the Internet (http://www.sec.gov) that contains
reports, information statements, and other information regarding issuers that file electronically with the SEC through the EDGAR (Electronic
Data Gathering, Analysis and Retrieval) system.
You
may request a copy of documents filed with or furnished to the SEC by us, at no cost, by writing to FDCTech, 7200 Spectrum Center Drive,
Suite 200, Irvine, CA 92618, Attn: Corporate Secretary, or by calling the Company at (877) 445-6047.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we receive contrary instructions from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral requests a separate
copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and
(iii) the address to which the Company should direct the additional copy of the Information Statement, to FDCTech, 7200 Spectrum Center
Drive, Suite 200, Irvine, CA 92618, Attn: Corporate Secretary, or by calling the Company at (877) 445-6047.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would
prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at,
the address and phone number in the preceding paragraph. Additionally, if current stockholders with a shared address received multiple
copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to
stockholders at the shared address, notification of such request may also be made by mail or telephone to the address or phone number
provided in the preceding paragraph.
MISCELLANEOUS
Additional
copies of this Information Statement may be obtained at no charge by writing to us at c/o FDCTech, 7200 Spectrum Center Drive, Suite
200, Irvine, CA 92618, Attn: Corporate Secretary, or by calling the Company at (877) 445-6047.
NO
ADDITIONAL ACTION IS REQUIRED BY OUR STOCKHOLDERS IN CONNECTION WITH THESE ACTIONS.
| |
FDCTECH,
INC. |
| |
|
| |
/s/
Mitchell Eaglstein |
| |
Mitchell
Eaglstein |
| October
1, 2025 |
Chief
Executive Officer |
