Filing Analysis
FDCTech, Inc. completed a 1-for-100 reverse stock split and executed a massive conversion of Series B Preferred Stock into common shares. This resulted in a significant increase in the ownership concentration of insiders and related parties, while simultaneously eliminating the conversion rights of Series A Preferred Stock.
🚩 Red Flags
- 1-for-100 reverse stock split (typically indicates a low share price/delisting risk mitigation).
- Massive dilution: 118.5M shares issued via conversion of preferred stock.
- Related-party concentration: Gope S. Kundnani (Director) now controls 99,592,200 shares through direct and indirect holdings (Alchemy Prime Holdings Limited).
- Elimination of Series A conversion rights: Existing preferred holders lost the ability to convert to equity, effectively stripping them of economic upside in exchange for voting rights.
- Significant increase in authorized shares (from 500M to 750M) suggests potential for further dilution.
📋 Key Facts
- Completed a 1-for-100 reverse stock split effective July 10, 2026.
- Series B Preferred Stock was converted into 118,592,200 shares of Common Stock on July 13, 2026.
- The conversion rate for Series B was fixed by the Board at 50 shares of Common Stock per share of Series B Preferred Stock.
- Series A Preferred Stock conversion rights were eliminated entirely; it is now a voting-only security.
- Authorized Common Stock increased from 500,000,000 to 750,000,000 shares.
- Total Common Stock outstanding post-conversion: 122,823,068 shares.
FDCTECH, INC. filed an 8-K to announce its unaudited financial results for the three and nine months ended September 30, 2025. The filing serves as a vehicle to furnish the press release containing these results via Exhibit 99.1.
🚩 Red Flags
- Financial results are unaudited (standard for interim updates but requires caution).
📋 Key Facts
- Report date: November 18, 2025
- Filing date: November 24, 2025
- Reporting period: Three and nine months ended September 30, 2025
- The company is an emerging growth company.
- Results are unaudited.
FDCTech, Inc. completed the acquisition of Alchemy International Ltd., a Seychelles-licensed securities dealer, for $2,000,000. The transaction involves a change of control and is classified as a related-party transaction because a member of the Company's board of directors is the sole beneficial owner of the target company.
🚩 Red Flags
- Related-party transaction: The target company's sole beneficial owner, Mr. Gope Shyamdas Kundnani, is a member of FDCTech's Board of Directors.
- Potential dilution/liquidity risk: Payment for the acquisition can be made in the form of Company capital stock, which may lead to significant shareholder dilution.
📋 Key Facts
- Acquisition date: October 29, 2025
- Target: Alchemy International Ltd. (Seychelles-licensed securities dealer)
- Purchase Price: $2,000,000 (subject to adjustment based on regulatory capital at closing)
- Payment terms: Payable in cash or Company capital stock by January 29, 2026
- Transaction structure: Acquisition of 49,950 of 50,000 issued shares from Sync Capital Limited and Mr. Gope Shyamdas Kundnani
- Regulatory status: Change of control approved by the Financial Services Authority (FSA) on October 29, 2025
FDCTECH, INC. announced that its subsidiary, Alchemy Markets Limited, has launched direct trading integration with the TradingView platform. This is a business development announcement regarding expanded service capabilities.
📋 Key Facts
- Wholly owned subsidiary 'Alchemy Markets Limited' launched direct trading integration with TradingView.
- TradingView is described as the world’s most popular charting and analytics platform.
- The announcement was made via press release on September 15, 2025.
FDCTECH, INC. announced that shareholders holding a majority of voting power have approved corporate actions previously detailed in a Schedule 14C Information Statement. The filing serves as a formal notice of the successful completion of these shareholder votes.
🚩 Red Flags
- Trading on the PINK market often indicates lower liquidity and less stringent reporting requirements compared to major exchanges.
📋 Key Facts
- Majority shareholders have approved certain corporate actions via a Schedule 14C Information Statement.
- The approval was announced on September 11, 2025.
- The company is an emerging growth company.
- The stock trades on the PINK sheets under ticker FDCT.
FDCTECH, INC. has entered into a non-binding Letter of Intent (LOI) to acquire Xoala, a Swedish-registered Electronic Money Institution regulated by the Swedish Finansinspektionen.
🚩 Red Flags
- The agreement is currently non-binding, meaning there is no guarantee the transaction will close.
- Acquisitions of regulated financial entities often involve significant regulatory hurdles and due diligence requirements.
📋 Key Facts
- Entered into a non-binding Letter of Intent (LOI) on August 6, 2025.
- Target company: Steven AB, trading as Xoala.
- Xoala is an Electronic Money Institution authorized and regulated by the Swedish Finansinspektionen (ID No. 48004).
- The acquisition target is a Swedish-registered entity.
FDCTech, Inc. announced the formation of a new wholly owned subsidiary, Prime Intermarket Group Eurasia (PIG Eurasia), incorporated in Mauritius. The subsidiary is intended to serve as an international gateway for investment advisory and brokerage services across Asia, the Middle East, and Africa.
🚩 Red Flags
- Jurisdiction risk: The subsidiary is incorporated in Mauritius, which is often viewed as a high-risk/offshore jurisdiction for regulatory oversight compared to US standards.
📋 Key Facts
- Formed a new wholly owned subsidiary: Prime Intermarket Group Eurasia ('PIG Eurasia')
- Incorporation jurisdiction: Republic of Mauritius
- Regulatory status: Will operate under an SEC-2.1B Investment Dealer License (Full-Service Dealer, excluding Underwriting)
- Strategic intent: Expand international financial services footprint and facilitate global brokerage transactions
- Reporting date of event: May 27, 2025
FDCTECH, INC. announced the engagement of E.F. Hutton & Co. LLC as its financial advisor via a press release on May 28, 2025.
📋 Key Facts
- Company engaged E.F. Hutton & Co. LLC ('E.F. Hutton') as financial advisor.
- Announcement made via press release dated May 28, 2025.
- The filing is pursuant to Item 7.01 (Regulation FD Disclosure).
FDCTECH, INC. filed an 8-K to furnish a press release comparing financial performance for the three months ended March 31, 2025, against the same period in 2024.
📋 Key Facts
- The filing is pursuant to Item 7.01 (Regulation FD Disclosure).
- A press release was issued on May 14, 2025, comparing Q1 2025 vs Q1 2024 financial performance.
- The company is an emerging growth company.
- The stock trades on the PINK sheets under ticker FDCT.
FDCTech, Inc. is replacing its independent auditor, Olayinka Oyebola & Co., with Lao Professionals (LAO) effective April 3, 2025. The dismissal of the previous auditor was triggered by OTC Markets Group designating Olayinka as a 'Prohibited Service Provider'.
🚩 Red Flags
- Auditor change triggered by OTC Markets Group 'Prohibited Service Provider' status (significant regulatory/compliance risk).
- The company is an emerging growth company trading on OTC markets, which often carries higher volatility and lower liquidity.
- Amendment filed to correct errors in the original report suggests administrative or filing oversight.
📋 Key Facts
- Dismissal of Olayinka Oyebola & Co. approved on April 3, 2025.
- Reason for dismissal: Olayinka's status changed to a Prohibited Service Provider by OTC Markets Group.
- New auditor appointed: Lao Professionals (LAO), a PCAOB member firm.
- The company filed this as an Amendment No. 1 to correct an administrative error in the previous filing regarding the issuer name.
- No disagreements with the outgoing auditor were reported regarding accounting principles or auditing scope.
FDCTech, Inc. has dismissed its independent auditor, Olayinka Oyebola & Co., following the firm's designation as a Prohibited Service Provider by OTC Markets Group. The company has appointed Lao Professionals (LAO) as its new PCAOB-registered auditor.
🚩 Red Flags
- Auditor change triggered by 'Prohibited Service Provider' status from OTC Markets Group, which is a significant regulatory/compliance red flag for micro-cap companies.
- Potential risk of delayed financial filings if the transition to the new auditor (LAO) causes friction or requires re-audits.
📋 Key Facts
- Dismissal of Olayinka Oyebola & Co. effective April 3, 2025.
- Reason for dismissal: Olayinka's status changed to 'Prohibited Service Provider' by OTC Markets Group.
- New auditor appointed: Lao Professionals (LAO), a PCAOB member.
- The company stated there were no disagreements with the outgoing auditor regarding accounting principles or auditing scope.
FDCTECH, INC. filed an 8-K to furnish a press release comparing the company's financial performance for the fiscal years ending December 31, 2024, and 2023.
📋 Key Facts
- The filing is made pursuant to Item 7.01 (Regulation FD Disclosure).
- A press release was issued on April 1, 2025, comparing FY2024 vs FY2023 financial performance.
- The company is an emerging growth company.
- The report was signed by CFO Imran Firoz.
FDCTECH, INC. announced it has engaged legal counsel Lucosky Brookman LLP to explore a potential uplisting from the Pink Sheets to a major national securities exchange such as Nasdaq or the NYSE.
📋 Key Facts
- Company engaged Lucosky Brookman LLP on February 12, 2025.
- Objective is to assist in exploring an uplisting to a senior national securities exchange (Nasdaq Capital Market or NYSE).
- The company currently trades on the Pink market under the symbol FDCT.
FDCTech, Inc. has entered into a Letter of Intent (LOI) to acquire 100% of Alchemy Global Ltd., a Seychelles-registered securities dealer, for a total consideration of $2,050,000.
🚩 Red Flags
- The transaction involves an offshore entity (Seychelles-registered), which can present higher regulatory and due diligence risks for micro-cap companies.
- The LOI is non-binding/incomplete, as noted by the company's disclaimer that it 'does not purport to be complete'.
📋 Key Facts
- Target company: Alchemy Global Ltd. (Seychelles-registered securities dealer).
- Transaction structure: 100% acquisition of shares via Letter of Intent (LOI) signed January 21, 2025.
- Total purchase price: $2,050,000.
- Price breakdown: $50,000 Own Funds Capital and a $2,000,000 premium.
- Target is authorized by the Financial Services Authority (FSA) under license SD136.
FDCTECH, INC. issued a press release regarding its business growth and expansion into European markets during fiscal year 2024. The filing serves as a disclosure of general business outlook under Regulation FD.
📋 Key Facts
- Company reported on growth and expansion in European markets for the fiscal year ended December 31, 2024.
- The announcement was made via press release dated January 8, 2025.
- The filing is intended to satisfy Regulation FD disclosure requirements.
FDCTECH, INC. filed an 8-K to furnish a press release regarding its quarterly financial results for the periods ending March 31, June 30, and September 30, 2024, along with a business outlook update.
📋 Key Facts
- Report date is December 31, 2024.
- The filing includes a press release (Exhibit 99.1) regarding Form 10-Q results for the first three quarters of 2024.
- The company provided an update on its business outlook as of year-end 2024.
FDCTech, Inc. announced the termination of its relationship with Fortune CPA Inc. and the simultaneous appointment of Olayinka Oyebola & Co as its new independent registered public accounting firm, effective July 2, 2024.
🚩 Red Flags
- Auditor change occurring after less than one year of engagement is often viewed as a potential risk factor, even if no disagreements are explicitly stated.
- Rapid turnover in auditing firms can sometimes signal underlying issues with financial reporting or audit fees/scope.
📋 Key Facts
- Terminated Fortune CPA Inc. on July 2, 2024; firm had been retained for less than one year.
- No SEC reports were filed during the tenure of Fortune CPA Inc.
- Company stated there were no disagreements with Fortune regarding accounting principles or auditing scope.
- Appointed Olayinka Oyebola & Co as the new independent auditor, effective July 2, 2024.
- Fortune CPA Inc. provided an agreement letter (Exhibit 16.1) confirming they agree with the Company's disclosures regarding the termination.
FDCTech, Inc. has terminated its relationship with Bolko & Company and appointed Fortune CPA Inc. as its new independent registered public accounting firm, effective March 4, 2024.
🚩 Red Flags
- Auditor change within less than one year of engagement (short tenure of previous auditor).
📋 Key Facts
- Terminated auditor: Bolko & Company (Boca Raton, Florida) on March 4, 2024.
- New auditor: Fortune CPA Inc. (Orange, California), effective March 4, 2024.
- The previous auditor was retained for less than one year and no SEC reports were filed during their tenure.
- The Company stated there were no disagreements with Bolko regarding accounting principles, practices, or auditing scope.
- Bolko provided a letter dated March 15, 2024, agreeing with the company's disclosures.