v3.26.1
STOCKHOLDERS’ EQUITY (DEFICIT)
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT)

 

Authorized Shares

 

An Information Statement is being made available by the Board of Directors of FDCTech, Inc., a Delaware corporation (the “Company”), to holders of record of the Company’s common stock at the close of business on September 4, 2025 (the “Record Date”). The purpose of this Information Statement is to inform the Company stockholders of the following actions taken by written consent of the holders of a majority of the Company’s voting stock, dated September 4, 2025:

 

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 to 750,000,000 (the “Authorized Share Increase”), and the number of Preferred Stock from 10,000,000 shares to 15,000,000 shares (the “Authorized Share Increase”).
   
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, 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 stock and Series A Preferred) 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.

 

Previously, on February 12, 2021, the Company filed the Certificate of Amendment with the Secretary of State of Delaware to change the authorized shares. As per the Amendment, the Company shall have the authority to issue 260,000,000 shares, consisting of 250,000,000 shares of Common Stock having a par value of .0001 per share and 10,000,000 shares of Preferred Stock having a par value of .0001 per share.

 

On February 17, 2022, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed all holders of record on February 10, 2022 (the “Record Date”) of the common stock, 0.0001 par value per share (the “Common Stock”), of the Company, in connection with the approval of the following 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 Company’s issued and outstanding capital stock (the “Approving Stockholders”):

 

  1. To amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from 250,000,000 to 500,000,000 (the “Authorized Share Increase” and together with the 2022 Equity Plan, the “Corporate Action”), and
     
  2. To approve the Company’s 2022 Equity Plan (the “2022 Equity Plan”)

 

On February 10, 2022, the Board approved the Corporate Actions. To implement the actions, the Company opted to obtain written consent from a majority of its voting power, as per Sections 228 and 242 of the Delaware General Corporation Law (DGCL) and our bylaws. On February 10, 2022, the Approving Stockholders gave their approval. On February 10, 2022, the Approving Stockholders approved the Corporate Actions by written consent. The Approving Stockholders (common stock only) own 96,778,105 shares, representing 64.62% of the Company’s total issued and outstanding voting power.

 

As of December 31, 2022, the Company had no equity compensation plans.

 

On February 21, 2024, 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 February 21, 2024, the Approving Stockholders approved, by written consent, the Corporate Actions. The Approving Stockholders (common stock only) own 280,102,413 shares, representing 72% of the total issued and outstanding voting power of the Company.

 

On March 12, 2024, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed all holders of record on February 21, 2024 (the “Record Date”) of the common stock, 0.0001 par value per share (the “Common Stock”), of the Company, in connection with the approval of the following 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 Company’s issued and outstanding capital stock (the “Approving Stockholders”):

 

  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 to 1,000,000,000 (the “Authorized Share Increase”), and
     
  2. To authorize our Board of Directors, in its discretion, to amend our articles of incorporation not later than June 30, 2024, 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 50, to be determined by the Board of Directors, and
     
  3. To approve the Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”).

 

As both the Board and the majority of shareholders have voted in favor, all necessary steps to authorize the Corporate Actions have been completed. 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 may abandon either or both Corporate Actions for any reason before their effective date.

 

 

NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

 

As of December 31, 2024, and 2023, the Company’s authorized capital stock consists of 10,000,000 shares of preferred stock, a par value of 0.0001 per share, and 500,000,000 shares of common stock, a par value of 0.0001 per share.

 

As of September 30, 2025, and December 31, 2024, the Company had 423,084,729 and 391,084,729 common shares issued and outstanding, respectively.

 

As of September 30, 2025, and December 31, 2024, the Company had 4,500,000 and 4,500,000 Series A Preferred stock issued and outstanding.

 

As of September 30, 2025, and December 31, 2024, the Company had 2,371,844 and 2,361,844 Series B Preferred Stock issued and outstanding.

 

Series A Preferred Stock

 

The percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year ending December 31, 2024.

 

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 (5)  Series A Preferred   4,000,000    88.89%
Officers and Directors as a group (2 persons)  Series A Preferred   4,500,000    100.00%

 

  (4) Series A Preferred stock is entitled to fifty (50) non-cumulative votes per share on all matters presented to stockholders for action. On December 12, 2016, the Board agreed to issue 2,600,000, 400,000, and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and Felix R. Hong, respectively, as the founders, in consideration of services rendered to the Company. As of December 31, 2022, the Company had 4,000,000 preferred shares issued and outstanding.
     
  (5) In January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Gope S. Kundnani, the company’s director. As of September 30, 2023, the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein, Kundnani, and Hong holding 1,500,000, 1,500,000, and 1,000,000 shares, respectively.

 

On November 30, 2023, the Company issued 2,500,000 Series A Preferred Stock to Kundnani, valued at $2,500,000. 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.

 

On January 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) 1,000,000 shares of Series A Preferred Stock of the Company issued to Mitchell M. Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock of the Company issued to Felix R Hong.

 

Series B Preferred Stock

 

The percentages below are calculated based on 2,371,844 shares of our Series B Preferred Stock issued and outstanding for the period ended September 30, 2025.

 

Name and Address(1) 

Title of Class (6)

 

Number of Shares

Beneficially Owned

  

Percent of Class

 
Alchemy Prime Holdings Ltd.  Series B Preferred   1,800,000    75.89%
Gope S. Kundnani  Series B Preferred   191,844    8.09%
Mitchell M. Eaglstein  Series B Preferred   150,000    6.32%
Imran Firoz  Series B Preferred   150,000    6.32%
FRH Group  Series B Preferred   50,000    2.11%
William B. Barnett  Series B Preferred   10,000    0.42%
Susan E. Eaglstein  Series B Preferred   10,000    0.42%
Nick G. Kundnani  Series B Preferred   10,000    0.42%
Officers and Directors as a group (3 persons)  Series B Preferred   2,291,844    96.63%

 

  (6) The Series B Preferred Stock is non-dilutive and is not subject to stock splits or any other adjustments to the Company’s common stock. Each share of Series B Preferred Stock can be converted into 100 shares of the Company’s common stock at any time by the holder of such shares. Series B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders for action. As a result, 2,361,844 Series B Preferred Stock represents a 0.38% voting percentage on a fully diluted vote per share basis.

 

 

NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

 

On November 30, 2023, the Company issued 1,800,000 Series B Preferred Stock to Kundnani, valued at $2,538,000, for the purchase of 49.90% of AML and 100% of APL.

 

On January 4, 2024, the Company issued 150,000 Series B preferred stock to Mitchell M. Eaglstein, CEO and Director, for services valued at $1.41 per share.

 

On January 4, 2024, the Company issued 150,000 Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $1.41 per share.

 

On January 4, 2024, the Company issued 50,000 Series B preferred stock to FRH Group for services valued at $1.41 per share.

 

On January 4, 2024, the Company issued 10,000 Series B preferred stock to William B. Barnett, Esq., for services valued at $1.41 per share.

 

On January 4, 2024, the Company issued 10,000 Series B preferred stock to Susan E. Eaglstein for services valued at $1.41 per share.

 

On January 4, 2024, the Company issued 50,000 Series B preferred stock to Gope S. Kundnani for services valued at $1.41 per share.

 

On January 30, 2024, the Company issued 141,844 Series B preferred stock to Gope S. Kundnani for cash valued at $1.41 per share.

 

On February 07, 2025, the Company issued 10,000 Series B preferred stock to Nick G. Kundnani for cash valued at $1.41 per share.

 

Common Stock

 

On January 21, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell Eaglstein and Imran Firoz, respectively, as the founders, in consideration of services rendered to the Company.

 

On December 12, 2016, the Company issued 28,600,000 common shares to the remaining two (2) founding members.

 

On March 15, 2017, the Company issued 1,000,000 restricted common shares for platform development valued at $50,000. The Company issued the securities with a restrictive legend.

 

On March 15, 2017, the Company issued 1,500,000 restricted common shares for professional services to three (3) individuals valued at $75,000. The Company issued the securities with a restrictive legend.

 

On March 17, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein for a cash amount of 50,000. The Company issued the securities with a restrictive legend.

 

On March 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 400,000 shares to Bret Eaglstein for a cash amount of 20,000. The Company issued the securities with a restrictive legend.

 

Ms. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the CEO and director of the Company.

 

From July 1, 2017, to October 03, 2017, the Company issued 653,332 units for a cash amount of 98,000 under its offering Memorandum, where the unit consists of one (1) share of common stock and one Class A warrant (See Note 11).

 

On October 31, 2017, the Company issued 70,000 restricted common shares to management consultants valued at $10,500. The Company issued the securities with a restrictive legend.

 

On January 15, 2019, the Company issued 60,000 restricted common shares for professional services to eight (8) consultants valued at $9,000.

 

From January 29, 2019, to February 15, 2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for a cash amount of 4,950. On February 26, 2019, the Company filed the Post-Effective Amendment No. 1 (the “Amendment”) related to the Registration Statement on Form S-1and its amendments thereto, filed with the U.S. Securities and Exchange Commission on November 22, 2017 and declared effective on August 7, 2018 (Registration No. 333-221726) (the “Registration Statement”) of FDCTech, Inc., a Delaware corporation (the “Registrant”), amended the Registration Statement to remove from registration all shares of common stock that were offered for sale by the Registrant but were not sold before the termination of the offering made according to the Registration Statement. At the termination of the offering made pursuant to the Registration Statement, 2,967,000 shares of common stock offered for sale by the Registrant were not sold or issued.

 

 

NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

 

Effective June 3, 2020, the Company issued 2,745,053 shares of common stock to Benchmark Investments, Inc. (“Broker-Dealer” or “Kingswood Capital Markets”) at 0.25 per share for a total value of 686,263. The Broker-Dealer is retained to provide general financial advice to the Company for the next twelve months. The Company has expensed the prepaid compensation through the income statement, following a regular straight-line amortization schedule over the contract’s life, which is twelve months, during which Kingswood Capital Markets is expected to produce benefits for the Company. On August 25, 2020, the Company and the Broker-Dealers terminated all obligations, except for maintaining confidentiality, with no fees due by the Company to the Broker-Dealers. The Broker-Dealer returned the 2,745,053 shares of the Company’s common stock as of December 31, 2020.

 

On October 1, 2020, the Company issued 250,000 restricted common shares to a digital marketing consultant valued at $30,000. The Company issued the securities with a restrictive legend.

 

On January 31, 2021, the Company issued 2,300,000 restricted common shares in exchange for professional services to two consultants, valued at $621,000.

 

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, an entity also owned by Mr. Hong.

 

On May 19, 2021, the Company issued 1,750,000 restricted common shares in exchange for professional services to a consultant, valued at $350,000.

 

On June 2, 2021, the Company issued 1,750,000 restricted common shares under the Genesis Agreement to a consultant, valued at $437,500. As the Genesis Agreement did not materialize, the Consultant returned the shares to the treasury.

 

On June 15, 2021, the Company issued 100,000 restricted common shares to a board member for services to a consultant valued at $21,000.

 

On July 6, 2021, the Company issued 100,000 restricted common shares to a board member in exchange for services rendered by a consultant, valued at $22,000.

 

On July 20, 2021, the Company issued 545,852 restricted common shares in exchange for professional services to a consultant, valued at $98,253.

 

On October 04, 2021, the Company filed a prospectus related to the resale of shares to White Lion and AD Securities America, LLC. The Company issued 2,000,000 shares to AD Securities America, LLC for 200,000. The Company has not received the cash as of the date of the report. The Company issued 670,000 registered shares to White Lion as consideration shares valued at $80,400.

 

On October 5, 2021, the Company issued 1,500,000 restricted common shares in exchange for professional services to a consultant, valued at $164,250.

 

In November 2021, the Company issued 750,000 registered shares to White Lion for a gross cash amount of 62,375.

 

On December 22, 2021, the Company issued 45,000,000 restricted common shares to ADFP to acquire a 51.00% controlling interest in AD Advisory Service Pty Ltd, Australia’s regulated wealth management company.

 

In December 2021, the Company issued 5,650,000 restricted common shares to two board members, a consultant, and two officers for services and software development valued at $169,500.

 

On January 4, 2022, the Company issued 1,500,000 restricted common shares in exchange for professional services to a consultant, valued at $93,750.

 

From January 4, 2022, to February 10, 2022, the Company issued 2,500,000 registered shares to White Lion for a gross cash amount of 114,185.

 

On January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’). The Company issued 2,214,286 common stock valued at $71,521 upon issuance of the Note (the “Shares”) and 1,000,000 3-year cash warrants (‘AJB Warrants’) priced at 0.30 as consideration fees for the AJB Note. The AJB Warrants and the Shares, collectively known as the ‘Incentive Fee,’ are issued upon execution of the agreement. As of September 30, 2022, all AJB Warrants are out-of-money and not exercised.

 

On July 31, 2022, the Company issued 250,000 restricted common shares to a consultant in exchange for professional services, valued at $9,475.

 

On September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $300,000.

 

On September 30, 2022, the Company issued 5,000,000 restricted common shares to Gope S. Kundnani for services valued at $60,000.

 

On December 12, 2022, the Company issued 20,000,000 restricted common shares to two officers for services valued at $166,000.

 

On December 15, 2022, the Company issued 8,000,000 restricted common shares to two officers for services valued at $76,000.

 

 

NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

 

On January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB as compensation for consideration shares related to the AJB Note, valued at $60,525.

 

On January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $550,000.

 

On March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $20,000.

 

On November 30, 2023, the Company issued 50,000,000 restricted shares for cash valued at $5,500,000 to Kundnani. Kundnani, a director and controlling shareholder of the Company, is an officer and controlling shareholder.

 

On December 27, 2023, the Company issued 5,000,000 restricted common shares to AJB in exchange for redeeming warrants valued at $90,000.

 

On May 9, 2024, the Company issued 2,000,000 shares for a cash value of 20,000.

 

On January 1, 2025, the Company issued 32,000,000 shares to various employees of its subsidiaries valued at $35,200.