Form 8-K - Current report

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: December 31, 2024

(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 7.01

Regulation FD Disclosure.

On December 31, 2024, the Company issued a press release regarding its Form 10-Q for the quarterly period ended March 31, 2024, June 30, 2024, and September 30, 2024, and its business outlook. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

Information in this report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

ITEM 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description

99.1		Press release dated as of December 31, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

January 2, 2025	By:	/s/ Imran Firoz
Date		Imran Firoz
		Chief Financial Officer
		(Principal Executive Officer)

Exhibit 99.1

FDCTech’s 2024 Quarterly Results Highlights: The Company Streamlines Strategic Acquisitions in 2024 to Drive Growth and Financial Strength

The Company continues to deliver strong top-line growth, working capital surplus, and increased liquidity as it expands its market presence and enhances its trading technology offerings.

Irvine, CA: December 31, 2024, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT), a fintech-driven company specializing in acquiring and integrating small to mid-size legacy financial services firms, today announced its financial results for the periods ending March 31, June 30, and September 30, 2024, showcasing significant revenue growth and strategic expansion.

Financial Condition as of September 30, 2024

●

The cash on hand was $27,989,417 as of September 30, 2024, compared to $31,316,461 on December 31, 2023, reflecting strategic reinvestments and acquisitions.

●

The working capital surplus was $8,557,179 as of September 30, 2024, compared to the working capital deficit of $7,460,959 on December 31, 2023, demonstrating enhanced liquidity and financial strength.

●

The net assets were $13,668,296 as of September 30, 2024, compared to $13,010,838 on December 31, 2023.

Three Months Operation Highlights

Q1 2024 (Three Months Ending March 31, 2024):

●

The total revenues generated for the three months ending March 31, 2024, and 2023 were $6,376,335 and $1,545,687, an increase of 312.52% from the previous period driven by robust growth in brokerage operations.

●

During the three months ending March 31, 2024, and 2023, the Company reported a net income and net loss of $833,445 and $224,374, an increase of net income by 471.45% from the previous period due to gain in forex exchange in the three months ended March 31, 2024.

Q2 2024 (Three Months Ending June 30, 2024):

●

The total revenues generated for the three months ending June 30, 2024, and 2023 were $6,129,521 and $1,700,405, an increase of 260.47% from the previous period driven by continued brokerage expansion.

●

During the three months ending June 30, 2024, and 2023, the Company reported a net loss of $1,045,275 and $144,187, an increase in net loss by 624.94% from the previous period due to increased operating expenses in the three months ended June 30, 2024.

Q3 2024 (Three Months Ending September 30, 2024):

●

The total revenues generated for the three months ending September 30, 2024, and 2023 were $5,673,008 and $3,703,091, an increase of 53.20% from the previous period due to increased brokerage business.

●

During the three months ending September 30, 2024, and 2023, the Company reported a net loss and net income of $649,565 and $689,390, a decrease in net income by 194.22% from the previous period due to increased operating expenses in the three months ended September 30, 2024.

Six Months Operation Highlights

●

The total revenues generated for the six months ending June 30, 2024, and 2023 were $12,505,856 and $3,246,092, an increase of 285.26% from the previous period due to increased brokerage business.

●

During the six months ending June 30, 2024, and 2023, the Company reported a net loss of $211,830 and $368,561, an increase of net income by 42.53% from the previous period due to the gain in foreign exchange in the six months ended June 30, 2024.

Nine Months Operation Highlights

●

The total revenues generated for the nine months ending September 30, 2024, and 2023 were $18,178,864 and $6,949,183, an increase of 161.60% from the previous period due to increased brokerage business.

●

During the nine months ending September 30, 2024, and 2023, the Company reported a net loss and net income of $861,395 and $320,829, a decrease in net income by 368.49% from the previous period due to increased operating expenses in the nine months ended September 30, 2024.

FDCTech achieved consistent performance in its wealth management segment while driving substantial growth in technology and trading revenues. The Company expects further revenue acceleration from recent acquisitions in Q4 2024, underscoring its strategic focus on expansion through acquisitions and innovative technology integration. FDCTech’s impressive top-line growth and strengthened working capital highlight the effectiveness of its acquisition and integration initiatives. Although increased operating expenses have temporarily affected net income, these investments are pivotal for scaling operations and advancing technology solutions. This transformational growth trajectory, initiated in 2022, positions the Company to deliver sustained long-term value to shareholders.

Please visit our SEC filings or the Company’s website for more information on the full results and management’s plan.

FDCTech, Inc.

FDCTech, Inc. (“FDC”) is a regulatory-grade financial technology infrastructure developer designed to serve the future financial markets. 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

Cover	Dec. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2024
Entity File Number	000-56338
Entity Registrant Name	FDCTECH, INC.
Entity Central Index Key	0001722731
Entity Tax Identification Number	81-1265459
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 Spectrum Center Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	(877)
Local Phone Number	445-6047
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	FDCT
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false