Current Report Filing (8-k)
February 25 2021 - 9:30AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
|
February
22, 2021
|
FDCTECH,
INC.
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
333-221726
|
|
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)
|
|
(Zip
Code)
|
Registrant's
telephone number, including area code
|
(877)
445-6047
|
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:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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|
|
[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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|
|
[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
|
N/A
|
|
N/A
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N/A
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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 [X]
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
3.02 Unregistered Sales of Equity Securities.
Between
February 22, 2016 and April 24, 2017, FDC Tech, Inc. (the “Company”) borrowed $1,000,000 (the “Debt”)
from FRH Group Ltd. (‘FRH’), owned by Felix R. Hong, a founder and principal shareholder of the Company. On February
22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation,
whereby the Company eliminated the Debt in the total amount, including interest, of $1,256,908, in return for the issuance of
12,569,080 of unregistered common stock of the Company (the “Shares”)to FRH. In accordance with the Agreement the
Shares were thereafter assigned to FRH Group Corporation, an entity also owned by Mr. Hong.
The
issuance of the Shares pursuant to the Agreement were made in reliance on the exemption from registration afforded under Section
4(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D and/or Regulation S promulgated thereunder. Such
offer and sale were not conducted in connection with a public offering, and no public solicitation or advertisement was made or
relied upon by the Seller/Investor in connection with the issuance by the Company of the Shares.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete
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
February 24, 2021, the Company issued a press release announcing the elimination of debt in return for the issuance of
12,569,080 shares of its common stock. A copy of the press release is being furnished as Exhibit 99.1 hereto and is
incorporated into this 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
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FDCTECH,
INC.
|
|
|
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/s/
Mitchell Eaglstein
|
|
Mitchell
Eaglstein
|
|
President
and CEO
|
|
|
|
February
25, 2021
|
|
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