v3.26.3
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)
 9 Months Ended
Sep. 30, 2026
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    6.15%
Imran Firoz, CFO, Director (3)  Common   7,743,100    6.18%
Brian Platt, CTO (4)  Common   10,000    -* 
Jonathan Baumgart, Director (5)  Common   6,450    -* 
Gope S. Kundnani, Director (6)  Common   101,392,200    80.90%
Officers and Directors as a group (5 persons) (7)  Common   116,859,931    93.25%

 

(1) Unless otherwise indicated, the business address of each beneficial owner is c/o FDCTech, Inc., Ground Floor, 10A Eleftheriou Venizelou Street, 3035 Limassol, Cyprus. 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, to the conversion of all outstanding shares of Series B Convertible Preferred Stock into Common Stock on July 13, 2026, and to the issuance of 2,500,000 shares of Common Stock for consulting services in August 2026, and are calculated on 125,323,068 shares of Common Stock outstanding as of September 30, 2026. The issuance of 25,000 shares of Common Stock on November 3, 2026, described in Note 16, does not materially affect the percentages shown. 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 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 September 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.
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 Immediately
Prior to Conversion		    

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