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 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.
Quarterly
Stock Performance:
Our
common stock is traded on the OTC Bulletin Board under the ticker symbol FDCT.
The
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:
Fiscal
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
High
Low
High
Low
High
Low
2025
$ 0.160
$ 0.0011
$ 0.0623
$ 0.017
$ 0.115
$ 0.035
$ 0.080
$ 0.001
2024
$ 0.035
$ 0.0106
$ 0.0274
$ 0.001
$ 0.014
$ 0.000
$ 0.010
$ 0.000
Our
stock commenced trading in June 2020.
Holders
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
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.
Dividends
The
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 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. 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.
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Securities
Authorized for Issuance under Equity Compensation Plans
An
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:
On
September 4, 2025, our Board unanimously approved corporate actions to:
1.
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”).
2.
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.
In
connection with the above corporate actions, on September 4, 2025, we obtained the written consent of a majority of the Company’s
voting power.
Amendment
to Series B Convertible Preferred Stock Conversion Terms
In
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.
The
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.
The
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.
On
March 12, 2024, 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 21, 2024 (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 500,000,000 to 1,000,000,000 (the “Authorized Share Increase”),
2.
Authorize
our Board of Directors to amend our articles of incorporation by June 30, 2024, to execute a Reverse Stock Split of all outstanding
common stock shares in a ratio between 1 for 10 and 1 for 50, as determined by the Board.
3.
To
approve the Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”).
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On
February 21, 2024, our Board unanimously approved the Corporate Actions. In order to eliminate the costs and management time involved
in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes
of our Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described
in this Information Statement in accordance with Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)
and our bylaws. On February 21, 2024, the Approving Stockholders approved, by written consent, the Corporate Actions. The Approving Stockholders
(common stock only) own 280,102,413 shares, representing 72% of the total issued and outstanding voting power of the Company.
Since
the Board and a majority of shareholders have approved, all necessary corporate actions have been authorized. We expect that each of
the Corporate Actions will become effective on or about the 20th calendar day after the date on which this Information Statement and
the accompanying notice are mailed to our stockholders. Our Board can cancel one or both Corporate Actions for any reason before their
effective date.
As
of December 31, 2025, the Company has a 2023 Stock Incentive Plan.
Recent
Sales of Unregistered Securities
All
of the Company’s recent sales of unregistered securities within the past three years were reported previously as required in Quarterly
Reports on Form 10-Q, 10-K, and reports on Form S1-A filed July 26, 2018.
ITEM
6.
SELECTED
FINANCIAL DATA
As
a smaller reporting company, we are not required to provide the information required by this item pursuant to Item 301(c) of Regulation
S-K.
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