Item 5. Market for Registrant’s Common Equity
ITEM
5.
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Market
Information
Effective
October 24, 2019, Financial Industry Regulatory Authority, Inc. (FINRA) pursuant to FINRA Rule 6432 and Rule 15c2-11 under the Securities
Exchange Act of 1934, determined that Glendale Securities, Inc. (“Glendale”) demonstrated compliance with FINRA Rule 6432
and Glendale might initiate a priced quotation of the Company’s stock at $0.1500 Bid, $0.1600 Ask on OTC Link ATS for the Company
under the trading symbol - FDCT. OTC Bulletin Board and OTC Link quote our stock under OTCQ: FDCT. The OTC Bulletin Board differs from
national and regional stock exchanges in that it: (i) is not situated in a single location but operates through the communication of
bids, offers, and confirmations between broker-dealers and (ii) securities admitted to the quotation are offered by one or more broker-dealers
rather than the “specialist” common to stock exchanges.
Holders
Globex
Transfer, LLC, our transfer agent, indicates that as of December 31, 2022, we had 223 record holders of our Common Stock. The Company
distributed 45,000,000 shares issued to ADFS’ 60 shareholders based on their equity ownership in ADFS.
As
of February 28, 2023, we had 333,584,729 shares of our Common Stock and 4,000,000 shares of Series A Preferred Stock issued and outstanding.
Holders of Series A Preferred are entitled to fifty (50) non-cumulative votes per share on all matters presented to our stockholders
for action. Holders of Series A Preferred have no right to convert into the Company’s common stock.
Dividends
The
Company did not declare any cash dividends for the fiscal year ending December 31, 2022. Our Board of Directors (currently constituted
by Mitchell Eaglstein, Imran Firoz, Jonathan Baumgart, and Gope S. Kundnani) does not intend to distribute any cash dividends in the
near term. The Board of Directors decides the declaration, payment, timing, and amount of future dividends. The dividends will depend
upon, among other things, the results of our operations, cash flows, financial condition, operating and capital requirements, and other
factors as the Board of Directors consider relevant. There is no assurance that the Company shall pay any future dividends. If the Company
decides to pay dividends, there is no assurance concerning dividends.
Securities
Authorized for Issuance under Equity Compensation Plans
As
of December 31, 2021, the Company has no equity compensation plans.
On
February 17, 2022, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed
all holders of record on February 10, 2022 (the “Record Date”) of the common stock, $0.0001 par value per share (the “Common
Stock”), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company
(the “Board”) and by written consent of the holders of a majority of the voting power of Company’s issued and outstanding
capital stock (the “Approving Stockholders”):
1.
To amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of
common stock from 250,000,000 to 500,000,000 (the “Authorized Share Increase” and together with the 2022 Equity Plan, the
“Corporate Action”), and
2.
To approve the Company’s 2022 Equity Plan (the “2022 Equity Plan”)
On
February 10, 2022, our Board unanimously approved the Corporate Actions. To eliminate the costs and management time for a special meeting
and to effect the actions, the Company chose to obtain the written consent of a majority of the Company’s voting power to approve
the actions described in the Information Statement following Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)
and per our bylaws. On February 10, 2022, the Approving Stockholders approved the Corporate Actions by written consent. The Approving
Stockholders (common stock only) own 96,778,105 shares, representing 64.62% of the Company’s total issued and outstanding voting
power.
Recent
Sales of Unregistered Securities
All
of the Company’s recent sales of unregistered securities within the past three years reported previously reported as required in
Quarterly Reports on Form 10-Q and current reports on Form S1-A filed July 26, 2018.
ITEM
6.
SELECTED
FINANCIAL DATA
The
Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and is not required to provide the
information required under this Item.
9
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