What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-04-22 compared with 2023-05-05 · 93 added, 34 removed, 20 unchanged (86% 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

3 unchanged sentences

rather than the “specialist” common to stock exchanges.

Transfer, LLC, our transfer agent, indicates that as of December 31, 2022, we had 223 record holders of our Common Stock.

distributed 45,000,000 shares issued to ADFS’ 60 shareholders based on their equity ownership in ADFS.

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

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

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

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.

Stock Performance:

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.

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 22, 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 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

of December 31, 2021, the Company has no equity compensation plans.

February 17, 2022, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed

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 3,000,000 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

all holders of record on February 21, 2024 (the “Record Date”) of the common stock, $0.0001 par value per share (the “Common

2 unchanged sentences

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”)

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”),

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.

approve the Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”).

February 21, 2024, 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

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.

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.

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

Sales of Unregistered Securities

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.

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.

FINANCIAL DATA

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.

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/A

Item 5. Market for Registrant’s Common Equity