Exhibit 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | February 3, 2021 |
| FDCTECH, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 333-221726 | 81-1265459 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 200 Spectrum Center Drive, Suite 300, Irvine, CA | 92618 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (877) 445-6047 |
| N/A |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
| 2 |
Item 1.01 Entry into a Material Definitive Agreement.
On February 3, 2021, FDCTech, Inc (the “Company”), executed a Non-Binding Term Sheet (the “Agreement”) to acquire all of the issued and outstanding shares of Genesis Financial, Inc., a Wyoming corporation, (“Genesis”) in exchange for $35,000,000 worth of the Company’s common stock. The total number of the Company’s shares to be issued to Genesis will be priced at a 10% premium to the closing price on the day prior to the announcement of the Company’s intent to acquire Genesis. The maximum number of Company shares to be exchanged will not exceed 70,000,000 shares. Upon the closing, Genesis shall have the right to appoint two board members to the Company’s Board of Directors. The closing is subject to standard conditions including, completion of due diligence by both parties and the negotiation and execution of mutually acceptable definitive documents. The Agreement merely represents the present understanding with respect to the intended acquisition transaction and is not binding upon the parties.
Genesis operates its business mainly through two Australian regulated entities in the wealth management and tax and accounting advisory services. The consolidated revenue and EBITDA for the 2020 fiscal year are $15.6 million and $1.2 million, respectively.
Garden State Securities Inc. (“GSS”), a FINRA member, acted as the Company’s advisor to the Agreement.
The foregoing description of the Non-Binding Term Sheet does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On February 9, 2021, the Company issued a press release announcing the execution of a Letter of Intent to acquire Genesis Financial, Inc. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.
The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of Basic’s under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Non-Binding Term Sheet dated February 3, 2021 between the Company and Genesis Financial, Inc. | |
| 99.1 | Press Release issued February 9, 2021 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FDCTECH, INC. | |
| /s/ Mitchell Eaglstein | |
| Mitchell Eaglstein | |
| President and CEO | |
| February 9, 2021 |
Exhibit 10.1
Exhibit 99.1
FDCTech Signs Term Sheet to Acquire 100% Equity Interest in Genesis Financial, Inc.
Irvine, CA: February 09, 2021, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT), a fintech company with a full suite of FX and Crypto technology and business solutions, today announced that it has entered into a non-binding letter of intent (“LOI”) to acquire hundred percent equity interest in Genesis Financial, Inc. (“Genesis”), a diversified financial services company with a focus on fintech-powered Wealth Management and Direct-to-Consumer (D2C) Lending Platform.
According to the terms of the LOI, the Company will acquire 100% of the issued and outstanding securities of Genesis for a stock-for-stock transaction (‘Acquisition’), where Genesis shareholders shall receive restricted shares as consideration. As the transaction proceeds, the Company will publicly disclose required information either through press releases or SEC filings, as appropriate. Upon the consummation of the Acquisition, Genesis will become a wholly-owned subsidiary of the Company. The Acquisition merely represents the present understanding concerning the intended acquisition transaction and is not binding upon the parties. Garden State Securities Inc. (“GSS”), a FINRA member, acted as the Company’s advisor to the Agreement.
Genesis operates its business mainly through two Australian regulated entities in the wealth management and tax and accounting advisory services. The consolidated revenue and EBITDA in U.S. dollars for the 2020 fiscal year are $15.6 million and $1.2 million, respectively. The Australian Wealth Management ecosystem has approximately 25,000+ financial advisors managing 2.2 million investors. The annual fees generated by the Australian Wealth Management industry is close to $3.9 billion or over $5 billion denominated in Australian Dollars. According to Aite (2020), at least 10 million adults are underserved or not served at all by the Australian Financial Advisors. Adding FDC’s software development resources, Genesis has firmly positioned itself to acquire and consolidate to expand in Australia’s fragmented Independent Dealer Group business sector.
Genesis’ CEO, Russell Cameron, said, “FDC has built an impressive system that is very synergistic with our established Wealth Management team. We expect the coming together of these two companies will enable Genesis to create a competitive advantage in response to technological change and increasingly sophisticated consumer expectations to compete with other legacy Wealth Management platforms successfully. We believe the combination of our two companies will be advantages for both parties and enhance future growth.”
FDC’s Chief Executive Officer, Mitchell M. Eaglstein, stated, “We look forward to closing the transaction with Genesis. The Acquisition will allow us to advance our proprietary fintech capabilities to Genesis. Coupled with our distinct competencies in developing globally compliant multi-asset trading platform and a comprehensive back-office solution will give the Company a strong competitive advantage to expand Genesis’ growth strategy in Australia and other Asia Pacific Region.”
About Genesis Financial, Inc.
Genesis is a diversified financial services company focusing on fintech-powered Wealth Management business mainly through two Australian regulated entities in the wealth management and tax and accounting advisory services.
FDCTech, Inc.
FDCTech, Inc. (“FDC”), formerly known as Forex Development Corporation, is a US-based, fully integrated financial technology company. FDC delivers trading technology solutions to forex market participants looking to access the retail and institutional spot forex markets.
Press Release Disclaimer
Some of the statements in this press release may be forward-looking statements or statements of future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets, and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. The Company does not make any representation or warranty, express or implied, regarding the accuracy, completeness, or updated status of such forward-looking statements or information provided by the third-party. Therefore, in no case whatsoever will Company and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information and/or statements in this press release or any related damages.
Contact Media Relations
FDCTech, Inc.
info@fdctech.com
www.fdctech.com
+1 877-445-6047
200 Spectrum Drive, Suite 300,
Irvine, CA, 92618