What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-04-17 compared with 2025-03-31 · 65 added, 43 removed, 48 unchanged (69% of the section changed)

6 unchanged sentences

under the trading symbol - FDCT.

OTC Bulletin Board and OTC Link quote our stock under OTCQ:

OTC Bulletin Board and OTC Link quote our stock under FDCT.

The OTC Bulletin Board differs from

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Stock Performance:

common stock is traded on the OTC Bulletin Board under the ticker symbol OTCQB:

common stock is traded on the OTC Bulletin Board under the ticker symbol FDCT.

following table presents the high and low sale prices for our common stock for each quarter of the last fiscal year, as reported on the

OTC Bulletin Board:

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

stock commenced trading in June 2020.

Transfer, LLC, our transfer agent, indicates that as of December 31, 2024, we had 229 record holders of our Common Stock.

of March 31, 2025, we had 422,584,729 shares of our Common Stock, 4,500,000 shares of Series A Preferred Stock, and 2,361,844 shares

of Series B Preferred Stock, and issued and outstanding.

Holders of Series A Preferred Stock are entitled to fifty (50) non-cumulative

votes per share on all matters presented to our stockholders for action.

Holders of Series A Preferred Stock have no right to convert

into the Company’s common stock.

The Series B Preferred Stock is non-dilutive and is not subject to stock splits or any other adjustments

to the Company’s common stock.

Each share of Series B Preferred Stock can be converted into 100 shares of the Company’s common

stock at any time by the holder of such shares.

Series B Preferred Stock is entitled to one (1) vote per share on all matters presented

to stockholders for action.

Colonial Stock Transfer, LLC, our transfer agent,

indicates that as of December 31, 2025, we had 199 record holders of our Common Stock.

As of April 17, 2026, we had 423,084,729 shares

of our Common Stock, 4,500,000 shares of Series A Preferred Stock, and 2,371,844 shares of Series B Preferred Stock, and issued and outstanding.

Holders of Series A Preferred Stock are entitled to fifty (50) non-cumulative votes per share on all matters presented to our stockholders

Holders of Series A Preferred Stock have no right to convert into the Company’s common stock.

The Series B Preferred

Stock is non-dilutive and is not subject to stock splits or any other adjustments to the Company’s common stock.

Each share of Series

B Preferred Stock can be converted into 100 shares of the Company’s common stock at any time by the holder of such shares.

B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders for action.

Company did not declare any cash dividends for the December 31, 2025, fiscal year.

The Company’s Board of Directors, composed of

Mitchell Eaglstein, Imran Firoz, Jonathan Baumgart, and Gope S.

Kundnani, has determined that it does not anticipate declaring or distributing

cash dividends in the foreseeable future.

The Board of Directors decides the declaration, payment, timing, and amount or number of future

The dividends will depend upon, among other things, the results of our operations, cash flows, financial condition, operating

and capital requirements, and other factors the Board of Directors considers relevant.

There is no assurance that the Company will pay

any future dividends.

If the Company decides to pay dividends, there is no assurance concerning dividends.

The Company’s Board of Directors, composed

of Mitchell Eaglstein, Imran Firoz, Jonathan Baumgart, and Gope S.

Kundnani, has determined that it does not anticipate declaring or

distributing cash dividends in the foreseeable future.

The Board of Directors decides the declaration, payment, timing, and amount

or number 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 the Board of Directors considers relevant.

assurance that the Company will pay any future dividends.

If the Company decides to pay dividends, there is no assurance concerning

Authorized for Issuance under Equity Compensation Plans

Information Statement was made available by the Board of Directors of FDCTech, Inc., a Delaware corporation (the “Company”),

to holders of record of the Company’s common stock at the close of business on September 4, 2025 (the “Record Date”).

The purpose of this Information Statement was to inform our stockholders of the following actions taken by written consent of the holders

of a majority of our voting stock, dated September 4, 2025:

September 4, 2025, our Board unanimously approved corporate actions to:

To amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of

common stock from 500,000,000 to 750,000,000 (the “Authorized Share Increase”), and the number of Preferred Stock from 10,000,000

shares to 15,000,000 shares (the “Authorized Share Increase”).

To authorize our Board of Directors, in its discretion, to amend our articles of incorporation not later than June 30, 2026, to effect

a Reverse Stock Split of all outstanding shares of our common stock in a ratio of not less than 1 for 10 and not more than 1 for 100,

to be determined by the Board of Directors.

The prospectus assumes a reverse split ratio of 1 for 100.

connection with the above corporate actions, on September 4, 2025, we obtained the written consent of a majority of the Company’s

voting power.

to Series B Convertible Preferred Stock Conversion Terms

January 2026, we filed a Certificate of Amendment to the Certificate of Designation of our Series B Convertible Preferred Stock (the

“Series B Amendment”) with the Secretary of State of the State of Delaware.

The original Certificate of Designation for the

Series B Convertible Preferred Stock, filed on December 4, 2023, designated 3,000 shares of our preferred stock, par value $0.0001 per

share, as Series B Convertible Preferred Stock.

The Series B Amendment did not change the number of authorized or issued shares of Series

B Convertible Preferred Stock or any of the other rights, preferences, or privileges of the Series B Convertible Preferred Stock, except

with respect to its conversion rights.

Series B Amendment deleted and replaced Section 4(a) (Conversion Right) in its entirety.

As amended, each share of Series B Convertible

Preferred Stock is convertible, at the option of the holder and without payment of additional consideration, into shares of our Common

Stock at any time, at an initial conversion rate of 100 shares of Common Stock for each one share of Series B Convertible Preferred for

Stock, subject to adjustment as provided in the Certificate of Designation.

In the event that we complete a public offering of $10,000,000

or more, which includes an uplisting of our Common Stock to The Nasdaq Stock Market or the New York Stock Exchange, the conversion rate

for the Series B Convertible Preferred Stock in connection with such qualifying public offering will be determined by our Board of Directors

within a range of between 100 and 10 shares of Common Stock for each one share of Series B Convertible Preferred Stock, subject to the

adjustment provisions in the Certificate of Designation.

We anticipate the conversion ratio for the Series B Convertible Preferred Stock

to be 10 shares of Common Stock for 1 share of Series B Convertible Preferred Stock.

Series B Amendment was approved by our Board of Directors by unanimous written consent and by the written consent of the holders of at

least 51% of the stockholders required under Delaware General Corporation Law.

March 12, 2024, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed

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of December 31, 2025, the Company has a 2023 Stock Incentive Plan.

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”):

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

To approve the Company’s 2022 Equity Plan (the “2022 Equity Plan”)

February 10, 2022, the Board of Directors unanimously sanctioned the Corporate Actions.

In accordance with Sections 228 and 242 of the

Delaware General Corporation Law (the “DGCL”) and our bylaws, the Company opted to secure the written consent of a majority

of its voting power to approve the actions outlined in the Information Statement.

On February 10, 2022, the Approving Stockholders formally

approved the Corporate Actions in writing.

On February 10, 2022, the Approving Stockholders approved the Corporate Actions by written

The Approving Stockholders (common stock only) own 96,778,105 shares, representing 64.62% of the Company’s total issued

and outstanding voting power.

Sales of Unregistered Securities

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FINANCIAL DATA

a smaller reporting company, we are not required to provide the information required by this item pursuant to Item 301(c) of Regulation

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity