STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)
|
6 Months Ended |
12 Months Ended |
Jun. 30, 2026 |
Dec. 31, 2025 |
| Class of Stock [Line Items] |
|
|
| SCHEDULE OF CONVERTIBLE PREFERRED STOCK |
SCHEDULE
OF COMMON STOCK
| Name
and Address(1) | |
Title
of
Class | |
Number
of Shares Beneficially
Owned | | |
Percent
of Class | |
| Mitchell M. Eaglstein,
CEO, Director (2) | |
Common | |
| 7,708,181 | | |
| 6.28 | % |
| Imran Firoz, CFO, Director
(3) | |
Common | |
| 7,743,100 | | |
| 6.30 | % |
| Brian Platt, CTO (4) | |
Common | |
| 10,000 | | |
| -* | |
| Jonathan Baumgart, Director
(5) | |
Common | |
| 6,450 | | |
| -* | |
| Gope S. Kundnani, Director
(6) | |
Common | |
| 101,392,200 | | |
| 82.55 | % |
| Officers and Directors as
a group (5 persons) (7) | |
Common | |
| 116,859,931 | | |
| 95.14 | % |
| (1) | Unless otherwise
indicated, the business address of each beneficial owner is c/o FDCTech, Inc., 200 Spectrum Center Drive, Suite 300, Irvine, CA
92618. Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Share
amounts and percentages give effect to the 1-for-100 reverse stock split effective July 10, 2026 and to the conversion of all
outstanding shares of Series B Convertible Preferred Stock into Common Stock on July 13, 2026, and are calculated on 122,823,068
shares of Common Stock outstanding. An asterisk (*) denotes beneficial ownership of less than one percent. |
| (2) | Consists of (a)
208,181 shares of common stock and (b) 7,500,000 shares of common stock issued upon the conversion of 150,000 shares of Series B Convertible
Preferred Stock. Does not include 600,000 shares beneficially owned by Susan E. Eaglstein, mother of Mr. Eaglstein, as to which Mr. Eaglstein
disclaims beneficial ownership. |
| (3) | Consists of (a)
243,100 shares of common stock and (b) 7,500,000 shares of common stock issued upon the conversion of 150,000 shares of Series B Convertible
Preferred Stock. |
| (4) | Consists of 10,000
shares of common stock. Mr. Platt holds no shares of Series B Convertible Preferred Stock and no convertible promissory notes. |
| (5) | Consists of 6,450
shares of common stock. Mr. Baumgart holds no shares of Series B Convertible Preferred Stock and no convertible promissory notes. |
| (6) | Consists of (a)
1,500,000 shares of common stock held directly by Mr. Kundnani, (b) 9,592,200 shares of common stock issued upon the conversion of 191,844
shares of Series B Convertible Preferred Stock held directly by Mr. Kundnani, (c) 300,000 shares of common stock held by APSI Holdings
Limited and (d) 90,000,000 shares of common stock issued upon the conversion of 1,800,000 shares of Series B Convertible Preferred Stock
held by APSI Holdings Limited. Mr. Kundnani controls APSI Holdings Limited. |
| (7) | Consists of (a)
2,267,731 shares of common stock and (b) 114,592,200 shares of common stock issued upon the conversion of 2,291,844 shares of Series
B Convertible Preferred Stock, in each case held by our directors and executive officers as a group, and includes the securities held
by APSI Holdings Limited described in footnote (6). |
|
|
| Series A Preferred Stock [Member] |
|
|
| Class of Stock [Line Items] |
|
|
| SCHEDULE OF SERIES B PREFERRED STOCK |
The
percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding as of June 30, 2026
and as of the date of this Report. Series A Preferred Stock was not affected by the 1-for-100 reverse stock split effective July 10,
2026.
SCHEDULE OF SERIES A PREFERRED STOCK
| Name
and Address(1) | |
Title
of Class
(4) | |
Number
of Shares Beneficially
Owned | | |
Percent
of Class | |
| Mitchell M. Eaglstein,
CEO, Director | |
Series A Preferred | |
| 500,000 | | |
| 11.11 | % |
| Gope S. Kundnani, Director
(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 and
has no right to convert into the Company’s Common Stock. Series A Preferred Stock was not affected by the 1-for-100 reverse
stock split effective July 10, 2026. As of June 30, 2026 and as of the date of this Report, the Company had 4,500,000 shares of Series
A Preferred Stock issued and outstanding. |
| |
|
| (5) |
The
Company originally issued 2,600,000, 400,000, and 1,000,000 shares of Series A Preferred Stock to Mitchell M. Eaglstein, Imran Firoz,
and Felix R. Hong, respectively, in December 2016 as founders, in consideration of services rendered. In January 2023, Eaglstein
and Firoz transferred 1,100,000 and 400,000 shares, respectively, to Gope S. Kundnani, a Director of the Company. On November 30,
2023, the Company issued 2,500,000 shares of Series A Preferred Stock to Mr. Kundnani. On January 30, 2024, the Board of Directors
approved the rescission and cancellation of 1,000,000 shares held by Mr. Eaglstein and 1,000,000 shares held by Mr. Hong. In connection
with the Company’s contemplated listing on a national securities exchange, all 4,500,000 outstanding shares of Series A Preferred
Stock are expected to be retired and cancelled immediately prior to the closing of the contemplated offering, without any cash consideration
to the holders. |
|
The
percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year
ended December 31, 2024.
SCHEDULE
OF SERIES A PREFERRED STOCK
| 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 Director of the Company. 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. |
|
| Series C Preferred Stock [Member] |
|
|
| Class of Stock [Line Items] |
|
|
| SCHEDULE OF CONVERTIBLE PREFERRED STOCK |
SCHEDULE
OF CONVERTIBLE PREFERRED STOCK
| Holder | |
Series
B Preferred
Shares Held at
June 30, 2026 | | |
Common Shares
Issued on Conversion,
July 13, 2026 | |
| APSI Holdings Limited (formerly Alchemy Prime Holdings Limited) | |
| 1,800,000 | | |
| 90,000,000 | |
| Gope S. Kundnani | |
| 191,844 | | |
| 9,592,200 | |
| Mitchell M. Eaglstein | |
| 150,000 | | |
| 7,500,000 | |
| Imran Firoz | |
| 150,000 | | |
| 7,500,000 | |
| FRH Group Corporation | |
| 50,000 | | |
| 2,500,000 | |
| William B. Barnett | |
| 10,000 | | |
| 500,000 | |
| Susan E. Eaglstein | |
| 10,000 | | |
| 500,000 | |
| Nicky G. Kundnani | |
| 10,000 | | |
| 500,000 | |
| Total | |
| 2,371,844 | | |
| 118,592,200 | |
|
|
| Series B Preferred Stock [Member] |
|
|
| Class of Stock [Line Items] |
|
|
| SCHEDULE OF 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 fiscal year ended December 31, 2025.
SCHEDULE
OF SERIES B PREFERRED STOCK
| 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 | | |
| 75.90 | % |
| 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 | % |
| Nicky 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, 2,371,844
Series
B Preferred Stock represents a 0.38% voting percentage on a fully diluted vote per share basis. |
|