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.
Quarterly
Stock Performance:
Our
common stock is traded on the OTC Bulletin Board under the ticker symbol OTCQB: 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
2024
$ 0.035
$ 0.0106
$ 0.0274
$ 0.001
$ 0.014
$ 0.000
$ 0.010
$ 0.000
2023
$ 0.024
$ 0.0074
$ 0.0157
$ 0.011
$ 0.014
$ 0.007
$ 0.046
$ 0.006
Our
stock commenced trading in June 2020.
Holders
Globex
Transfer, LLC, our transfer agent, indicates that as of December 31, 2024, we had 229 record holders of our Common Stock.
As
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.
Dividends
The
Company did not declare any cash dividends for the December 31, 2024, 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.
Securities
Authorized for Issuance under Equity Compensation Plans
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, 2024, the Company has a 2023 Stock Incentive Plan.
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, 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
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 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
[Reserved].
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