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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report: September 28, 2023
(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) |
|
(IRS.
Employer
Identification
No.) |
200
Spectrum Center Drive, Suite 300
Irvine,
CA 92618
(Address
of principal executive offices, including zip code)
(877)
445-6047
(Registrant’s
telephone number, including area code)
N/A
(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: None
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common |
|
FDCT |
|
OTCQB |
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
1.01 |
|
Entry into a Material Definitive Agreement. |
On
September 28, 2023, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT) signed a legally binding letter
of intent (LOI) with Alchemy Group where the Company will acquire 100% of Alchemy Markets DMCC (Alchemy UAE), 100% of Alchemy Prime Ltd.
(Alchemy UK), and the remaining 49.90% of Alchemy Markets Ltd. (Alchemy Malta), collectively known as Alchemy Group. The Company will
issue 1,700,000 shares of its Series B Preferred stock, or such other number of shares that the parties agree upon to shareholder(s)
of Alchemy Group, for the acquisition. Upon finalizing the merger, the existing management team and board of directors will continue
to oversee and manage the Company’s operations.
The
foregoing description of the LOI with Alchemy Group does not purport to be complete. It is qualified in its entirety by reference to
the full text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.
| Item
7.01 |
|
Regulation FD Disclosure |
On
September 28, 2023, the Company issued a press release announcing the binding LOI with Alchemy Group. We have furnished a copy of the
press release as Exhibit 99.1 hereto, which is incorporated into Item 7.01 by reference.
The
information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and is not deemed incorporated
by reference in any filing of Basic’s under the Securities Act of 1933, as amended unless specifically identified therein as being
incorporated therein by reference.
| ITEM 9.01 |
|
Financial Statements and Exhibits |
(d)
Exhibits.
SIGNATURE
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
29, 2023 |
|
By: |
/s/
Imran Firoz |
| Date |
|
|
Imran
Firoz |
| |
|
|
Chief
Financial Officer |
| |
|
|
(Principal
Executive Officer) |
Exhibit
10.1
September
28, 2023
Attn:
Gope S. Kundnani
Alchemy
Markets DMCC (UAE), 100%, Alchemy UAE
Alchemy
Prime Ltd. (UK), 100%, Alchemy UK
Alchemy
Markets Ltd. (Malta), 49.90%, Alchemy Malta
Unit
1, 74 Back Church Lane, E1 1LX,
London,
UK
RE:
Binding Letter of Intent for Merger
This
Binding Letter of Intent (“LOI”) is entered into by and between FDCTech (OTCQB: FDCT, “FDCT”) and Gope S. Kundnani,
who owns 100% of Alchemy Markets DMCC (Alchemy UAE), 100% of Alchemy Prime Ltd. (Alchemy UK), and 49.90% of Alchemy Markets Ltd. (Alchemy,
Malta), collectively referred as Alchemy.
This
LOI outlines the general terms and conditions by which Alchemy is willing to merge (the “Merger”) with or into FDCTech, Inc.,
a Delaware corporation (“FDCT”).
Subject
to the terms and provisions of this LOI, the parties agree to negotiate in good faith toward the execution of definitive transaction
agreements, including, without limitation, Employment Agreements for all appropriate parties and a merger agreement (the “Merger
Agreement”) setting forth the terms and conditions of the transactions contemplated by this LOI (collectively, the “Definitive
Agreements”). In addition to the terms outlined in this LOI, the Definitive Agreements will contain such additional representations,
warranties, covenants, conditions, and terms as are customary of transactions of the type contemplated by this LOI and are consistent
with the terms of this LOI.
| 2. | Pre-Merger
Conditions: FDCT shall file Schedule 14C to update shareholders with information about
the following corporate actions: |
| a) | Reverse
split FDCT common stock in a 1-for-10 reverse split, ten (10) shares of stock would be exchanged
for one (1) share, “Reverse Split or Stock Consolidation.” |
| b) | Approve
and accept the Certificate of Amendment to be filed with the Delaware Secretary of State,
according to the authority invested in the Board of Directors by the Certificate of Incorporation
to authorize 10,000,000 shares of Series B Preferred Stock at $0.0001 par value per share
(the “Series B Preferred Stock”). |
| c) | The
Certificate of Amendment will designate Series B Preferred Stock converted into common stock
in a 100-for-1 conversion; the holder of Series B Preferred Stock can convert one (1) share
of Series B Stock to one hundred (100) common stock. |
| d) | Alchemy
shall provide PCOAB audited financial statements for the last two fiscal years of Alchemy
Markets DMCC and a review of the interim or stub period for the recent quarter. Alchemy shall
furnish such financial reports within 71 calendar days of the definitive agreement. |
| 3. | Amendment
and Restatement of Governing Documents: |
Effective
as of the date of the Merger, subject to shareholder approval, FDCT will amend and restate its Articles of Incorporation (i) to include
provisions similar to those found in articles of incorporation customarily used by public companies, (ii) to Reverse Split as defined
in 2(a) (the “Share Consolidation”), and (iii) to the “Name Change” as defined in 2(b), (iii) to create and designate
a new Series B Preferred Stock as defined in 2(c) and 2 (d).
Effective
as of the date of the Merger, subject to shareholder approval, FDCT will amend and restate its Bylaws to include provisions similar to
those found in bylaws customarily used by public companies (the “Amended and Restated Bylaws”).
Subject
to the conditions stated herein,
| (i) | FDCT
will issue 1,700,000 shares of its Series B Preferred stock, or such other number of shares
that the parties agree upon, to Gope S. Kundnani or his assignees to acquire: |
| a) | one
hundred percent (100.00%) equity stake in Alchemy UAE, on a fully diluted basis, |
| b) | one
hundred percent (100.00%) equity stake in Alchemy UK, on a fully diluted basis, |
| c) | forty-nine
point nine percent (49.90%) equity stake in Alchemy Malta, on a fully diluted basis, |
| (ii) | Alchemy
will merge with and into FDCT, and |
| (iii) | FDCT
shall issue 100,000 shares of Series B Preferred Stock to each of its current officers, Mitchell
M. Eaglstein (CEO, Director), Imran Firoz (CFO, Director), and Alchemy’s key employees. FDCT shall issue 10,000 Series B Preferred Stock to William B. Barnett, Esq. |
Whatever
number of shares the parties agree upon, the number issued shall be in the same proportionate amount listed above. The Merger contemplated
by this LOI will be collectively called the “Merger.”
| 5. | Proforma
Shares: The proforma shares are based on post-reverse Split or Share Consolidation as
defined in 2(a). |
| Name and Address (1) | |
Title of Class | |
Number of Shares Beneficially Owned | | |
Percent of Class | |
| Mitch Eaglstein, CEO, Director (2) | |
Common | |
| 3,076,811 | | |
| 1.32 | % |
| Imran Firoz, CFO, Director (3) | |
Common | |
| 2,431,000 | | |
| 1.04 | % |
| Brian Platt, CTO | |
Common | |
| 100,000 | | |
| 0.04 | % |
| Jonathan Baumgart, Director | |
Common | |
| 64,500 | | |
| 0.03 | % |
| Gope S. Kundnani, Director (4) | |
Common | |
| 15,000,000 | | |
| 6.43 | % |
| FRH Group Corporation (5) | |
Common | |
| 3,360,000 | | |
| 1.44 | % |
| Non-affiliate shareholders | |
Common | |
| 9,326,162 | | |
| 4.00 | % |
| Gope S. Kundnani, Series B Preferred Conversion (6) | |
Common | |
| 170,000,000 | | |
| 72.85 | % |
| Officers, Series B Preferred Conversion (7) | |
Common | |
| 30,000,000 | | |
| 12.86 | % |
| Total | |
| |
| 233,358,473 | | |
| 100.00 | % |
| Officers and Directors as a group (5 persons) (8) | |
Common | |
| 210,672,311 | | |
| 90.28 | % |
| b) | Series
A Preferred Stock: |
| Name and Address (1) | |
Title of Class | |
Number of Shares Beneficially Owned | | |
Percent of Class | |
| Mitch Eaglstein (2) | |
Preferred | |
| 1,500,000 | | |
| 37.50 | % |
| Gope S. Kundnani (4) | |
Preferred | |
| 1,500,000 | | |
| 37.50 | % |
| FRH Group Corporation (5) | |
Preferred | |
| 1,000,000 | | |
| 25.00 | % |
| Total | |
| |
| 4,000,000 | | |
| 100.00 | % |
| | |
| |
| | | |
| | |
| Series A Preferred Voting Stock as % of outstanding, 50-for-1 | |
| |
| 200,000,000 | | |
| 8.57 | % |
| c) | Voting
Stock (Common + Series A): |
| |
Title of | |
Number of Voting | | |
Percent of | |
| Name and Address(1) | |
Class | |
Shares | | |
Class | |
| Mitch Eaglstein (2) | |
Voting | |
| 88,076,811 | | |
| 20.32 | % |
| Gope S. Kundnani (4) | |
Voting | |
| 260,000,000 | | |
| 60.00 | % |
| Felix R. Hong (5) | |
Voting | |
| 53,360,000 | | |
| 12.31 | % |
| Others | |
Voting | |
| 31,921,662 | | |
| 7.37 | % |
| | |
| |
| 433,358,473 | | |
| 100.00 | % |
(1)
200 Spectrum Drive, Suite 300, Irvine, CA, 92618.
(2)
Mitchell Eaglstein, Co-Founder, CEO, Director.
(3)
Imran Firoz, Co-Founder, CFO, Director.
(4)
Gope S. Kundnani, Director, owns shares personally and through Alchemy Prime Limited.
(5)
Felix R. Hong owns one hundred percent of FRH Group Corporation.
(6)
1,500,000 Series B converted to common stock as defined in 2 (d).
(7)
200,000 Series B converted to common stock, owned by Mitchell Eaglstein and Imran Firoz as defined in 2 (d).
(8)
Mitchell Eaglstein, Imran Firoz, Brian Platt, Jonathan Baumgart, and Gope S. Kundnani.
Effective
as of the date of the Merger, subject to shareholder approval, FDCT will adopt a 2023 Stock Option Plan (the “2023 Stock Plan”)
under which FDCT shall reserve 20% of the issued and outstanding shares of its common stock shall be reserved for grants to employees,
board members, and consultants.
Effective
on the date of execution of the Merger Agreement, the Board of Directors of FDCT will vote to increase the size of the Board to seven
members and will name Gope S. Kundnani as the Chairman and Director.
To
list FDCT on a senior exchange, the Board will authorize the creation of an Audit Committee, a Compensation Committee, a Corporate Governance
Committee, and other committees as determined by the Board. Effective as of the date of the Merger, the members of the Board of Directors
of FDCT will consist of the following individuals (the “Post-Merger Board” ):
Gope
S. Kundnani, Executive Chairman, Affiliate of FDCT
Mitchell
M. Eaglstein, CEO, Executive Director
Imran
Firoz, CFO, Executive Director
Jonathan
Baumgart, Non-Executive Director
Independent
Director to be determined
| 8. | Shareholders’
Approval: |
The
Merger will require obtaining the approval of the shareholders of FDCT for the following items: (i) the Amended and Restated Articles
of Incorporation, including the Share Increase and the Name Change; (ii) the Amended and Restated Bylaws; (iii) the 2023 Stock Plan;
and (iv) the Post-Merger Board.
The
Merger is subject to and conditioned on the following:
| a. | Negotiation
and execution of the Definitive Agreement; |
| b. | The
approval of the shareholders of FDCT to the following items: (i) the Amended and Restated
Articles of Incorporation, including the Share Increase and the Name Change, (ii) the Amended
and Restated Bylaws, (iii) the 2023 Stock Plan, and (iv) the Post-Merger Board; |
| c. | Upon
closing, FDCTech will change its name to Alchemy Fintech Holdings and change its Ticker Symbol
to reflect the new name – ACMY or ALCM (available); |
| d. | The
purchase of directors’ and officers’ insurance by FDCT in amounts acceptable
to all parties hereto; |
| e. | FDCT
and Alchemy to be valued at $35 million and $350 million, or in its discretion, FDCT may
obtain an opinion from a qualified financial adviser as to the fairness of the Merger and
related transactions from a financial point of view; |
| f. | FDCT
obtaining at least a $21 million debt facility directly qualified financial institution for
the combined entity, which has a proforma $30,000,000 cash on hand, over $12,000,000 EBIT,
and three-year CAGR of 100% and |
| g. | Each
party’s completion and satisfaction with the result of its due diligence investigations
are within the sole discretion of such party to determine whether the results of the due
diligence investigations are satisfactory. |
| | | |
| | h. | Transaction
is subject to regulatory approvals as per the regulatory status of each entity. |
| 10. | Confidentiality/
Exclusive Dealings: |
The
parties shall keep the existence of this LOI and its terms confidential, except as required by law. They shall not disclose the same
to any third party except to investors, consultants, accountants, lawyers, business advisers, and financing sources necessary to evaluate
or consummate the proposed transaction contemplated hereby, to the extent that such third parties also agree to keep such information
confidential except to the extent required by law.
For
90 days from the execution of this LOI, none of FDCT, their respective boards of directors or, other governing bodies, or their attorneys
or agents shall negotiate with other parties concerning the matters that are the subject of this LOI.
Each
party hereto shall bear its costs and expenses, including legal fees, consulting fees, and travel expenses, incurred in connection with
the transactions contemplated hereby.
The
parties shall use commercially reasonable efforts to agree on and enter into the Definitive Agreement. Either party may terminate this
LOI and the negotiations concerning the transactions contemplated hereby by providing written notice to the other party if the parties
have not entered into the Definitive Agreements on or before October 31, 2023. This LOI shall terminate on the execution of the Definitive
Agreements. Except for Sections 8 (Confidentiality/Exclusive Dealings) and 9 (Fees and Costs) and Section 10, this LOI is not intended
to (and will not) be a binding agreement or offer, and this LOI will not give rise to any right or obligation based on any legal or equitable
theory (including any right to continue negotiations or to negotiate in good faith). If any party brings an action to interpret or enforce
this LOI or for damages for any breach of this LOI, the prevailing party in any such action shall be entitled to reasonable attorneys’
fees and court costs in addition to all other recovery, damages, and costs.
[SIGNATURE
PAGE TO FOLLOW]
Please
execute this LOI in the space provided to evidence your agreement to its terms. If this LOI is not fully executed and delivered by September
30, 2023, it will be of no force or effect. This LOI may be executed in counterparts, each of which shall be deemed an original, but
all shall constitute one instrument. Delivery of an executed counterpart of a signature page to this LOI by facsimile shall be as effective
as delivery of a manually executed counterpart of this LOI.
| On behalf of Alchemy Markets DMCC, Alchemy Prime Ltd., and Alchemy Markets Ltd.: |
| |
|
|
| /s/
Gope S. Kundnani |
|
|
| Gope
S. Kundnani |
|
|
| Director |
|
|
| |
|
|
| On
behalf of FDCTech, Inc. |
|
|
| |
|
|
| /s/
Mitchell M. Eaglstein |
|
|
| Mitchell
M. Eaglstein |
|
|
| Director,
CEO |
|
|
Exhibit 99.1
FDCTech Signs a Binding Letter of Intent to Merge with Alchemy Group
The Company plans to acquire 100% of Alchemy Markets
DMCC (UAE), 100% of Alchemy Prime Ltd. (UK), and the remaining 49.90% of Alchemy Markets Ltd. (Malta).
Post-merger, FDCTech shall provide global institutional
liquidity and multi-asset trading solutions backed by its proprietary, regulatory-grade technology.
Irvine, CA: September 28, 2023, FDCTech, Inc. (“FDC”
or the “Company,” OTCQB: FDCT), a fintech-driven company specializing in buying and integrating small to mid-size
legacy financial services companies, today announced the legally binding agreement with Alchemy Group where the Company will acquire
100% of Alchemy Markets DMCC (Alchemy UAE), 100% of Alchemy Prime Ltd. (Alchemy UK), and the remaining 49.90% of Alchemy Markets Ltd.
(Alchemy Malta), collectively known as Alchemy Group. The Company will issue 1,700,000 shares of its Series B Preferred stock, or such
other number of shares that the parties agree upon to shareholder(s) of Alchemy Group, for the acquisition. Upon finalizing the merger,
the existing management team and board of directors will continue to oversee and manage the Company’s operations. This transaction
is the result of extensive negotiations commencing in September 2022.
The Company aims to establish a premier online trading
and investment platform, targeting the European, Asian, and Australian markets. This multi-faceted acquisition strategy marks a pivotal
milestone in the Company’s operational history. The Company is firmly convinced that this acquisition serves the best interests
of its shareholders as described below:
Diversification of Services:
| ● | Alchemy Markets DMCC: Primarily trades for proprietary accounts on regulated exchanges as an OTC market
participant and liquidity provider for small to medium-sized online brokers in certain situations. |
| ● | Alchemy Prime (UK): Financial services to brokers, hedge funds, and other institutional clients in an
efficient, low-cost environment regulated by the UK’s Financial Conduct Authority (FCA). |
| ● | Alchemy (Malta): Retail online brokerage services regulated by the Malta Financial Services Authority
(MFSA). |
Positive Cash Flow:
Alchemy Group’s impressive financial performance,
with over $22 million in audited revenues and a net income surpassing $12 million for fiscal 2022, should bolster the Company’s
financial standing and profitability.
Solid Financial Position:
Alchemy Group’s robust balance sheet, with over
$20 million in net financial assets, ensures the Company has financial stability and high creditworthiness.
Geographical Expansion:
Alchemy Group’s diverse locations, spanning
Europe, the Middle East, and other Asian regions, allow the Company to expand its global footprint, catering to a wider and more diverse
clientele.
Synergy and Integration:
The combined expertise of FDCTech and the Alchemy
Group can lead to operational efficiencies, cost savings, and the potential for innovative product and service offerings. The combined
team members have financial services experience from 1978 and have successfully built nimble trading infrastructures on all major financial
markets from Asia to North America.
Competitive Edge:
The acquisition would position the Company’s
regulatory grade technology and liquidity solutions as a key player for small to medium-sized brokers often overlooked by large financial
institutions, giving it a competitive edge over other industry players.
The Company is conducting the transaction with its
in-house team, with Barnett and Linn serving as the legal adviser to the Company. The Company expects to close the transaction in the
next thirty days.
Please visit our SEC filings or the
Company’s website for more information on the full results, management’s plan, and the binding letter of intent.
Alchemy Markets DMCC
Alchemy Markets DMCC is registered in the Dubai Multi
Commodities Centre, Dubai -United Arab Emirates (License no. DMCC-344359), as a Free Zone Company under the UAE Federal Commercial Company
Law on September 28, 2017. Alchemy Markets DMCC primarily trades for proprietary accounts on regulated exchanges as an OTC market participant
and liquidity provider for small to medium-sized online brokers in certain situations.
Alchemy Markets Ltd. (previously known as NSFX Ltd.)
Alchemy Markets (the “Company”)
is a limited liability company registered under the Companies Act, Cap — 386 of the Laws of Malta, with registration number C 56519.
The Malta Financial Services Authority regulates Alchemy Markets with a License Number IS/56519. Alchemy Markets is authorized to deal
on its account as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold
and control clients’ money and assets. Alchemy Markets offers trading platform services in English, French, German, Italian, and
Arabic, allowing customers to trade currencies, commodities, equities, and other derivatives in real time.
Alchemy Prime Limited
Alchemy Prime Limited is authorized and regulated
by the Financial Conduct Authority, reference number 612233, in the UK. As an award-winning broker, Alchemy Prime has spent years building
a deep liquidity network and investing in its pricing technology. Alchemy Prime’s experience and vast network of counterparties
position it to deliver customized services to brokers, hedge funds, and other institutional clients in an efficient, low-cost environment.
Alchemy Prime offers strong liquidity pools, global reach, exceptionally competitive commission rates, and leverage terms. The trading
and registered address is Unit 1, 74 Back Church Lane, London E1 1LX, a company registered in England and Wales with Companies House,
reference number 08698974.
AD Advisory Services Pty Ltd.
AD Advisory Services Pty Ltd. – AFSL
No. 237058, an independent specialist dealer group, provides licensing solutions for select education and compliance-focused financial
advisors & accountants. ADS’ dedicated management team are qualified financial planners that service metro and regional practices
around Australia.
FDCTech, Inc.
FDCTech, Inc. (“FDC”) is a US-based leading
developer of regulatory-grade financial technology infrastructure designed to serve the financial markets of the future. Our clients include
regulated and OTC brokerages and prop and algo trading firms of all sizes in forex, stocks, CFDs, commodities, indices, ETFs, precious
metals, and other asset classes. Our growth strategy involves acquiring and integrating small to mid-size legacy financial services companies,
leveraging our proprietary trading technology and liquidity solutions to deliver exceptional value to our clients.
Press Release Disclaimer
This press release’s statements may be forward-looking
statements or future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties.
Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in
the capital markets, and other circumstances may cause the actual events or results to be materially different from those anticipated
by such statements. The Company does not make any representation or warranty, express or implied, regarding the accuracy, completeness,
or updated status of such forward-looking statements or information provided by the third party. Therefore, in no case will the Company
and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information and/or statements
in this press release or any related damages.
Contact Media Relations
FDCTech, Inc.
info@fdctech.com
www.fdctech.com
+1 877-445-6047
200 Spectrum Center Drive, Suite 300,
Irvine, CA, 92618
v3.23.3
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-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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