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
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Date
of Report (Date of earliest event reported)
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February
22, 2021
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FDCTECH,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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333-221726
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81-1265459
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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200
Spectrum Center Drive, Suite 300, Irvine, CA
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92618
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(877)
445-6047
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N/A
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(Former
name or former address, if changed since last report.)
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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. [ ]
Item
3.02 Unregistered Sales of Equity Securities.
Between
February 22, 2016 and April 24, 2017, FDC Tech, Inc. (the “Company”) borrowed $1,000,000 (the “Debt”)
from FRH Group Ltd. (‘FRH’), owned by Felix R. Hong, a founder and principal shareholder of the Company. On February
22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation,
whereby the Company eliminated the Debt in the total amount, including interest, of $1,256,908, in return for the issuance of
12,569,080 of unregistered common stock of the Company (the “Shares”)to FRH. In accordance with the Agreement the
Shares were thereafter assigned to FRH Group Corporation, an entity also owned by Mr. Hong.
The
issuance of the Shares pursuant to the Agreement were made in reliance on the exemption from registration afforded under Section
4(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D and/or Regulation S promulgated thereunder. Such
offer and sale were not conducted in connection with a public offering, and no public solicitation or advertisement was made or
relied upon by the Seller/Investor in connection with the issuance by the Company of the Shares.
The
foregoing description of the Agreement 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 24, 2021, the Company issued a press release announcing the elimination of debt in return for the issuance of
12,569,080 shares of its common stock. 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
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.
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FDCTECH,
INC.
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/s/
Mitchell Eaglstein
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Mitchell
Eaglstein
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President
and CEO
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February
25, 2021
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Exhibit
10.1
ASSIGNMENT
OF DEBT AGREEMENT
THIS
ASSIGNMENT OF DEBT AGREEMENT dated the 22nd day of February 2021,
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AMONG:
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FRH
Group Corporation
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555
Anton Boulevard
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Suites
150, Costa Mesa, CA 92626
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(the
“ASSIGNEE”)
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AND:
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FRH
Group Ltd.,
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2801
& 2802 Liwa Heights, Cluster W, Jlt ,
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Dubai,
UAE
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(the
“ASSIGNOR”)
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AND:
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FDCTech,
Inc.,
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200
Spectrum Drive, Suite 300,
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Irvine,
CA, 92618
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(the
“DEBTOR”)
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WHEREAS:
A.
The Debtor is indebted to the Assignor according to the FRH Note(s) Agreement (Exhibit II) for the principal amount of $1,000,000
and any unpaid and accrued interest of $256,908 in U.S. funds (the “Note(s)” or “Debt”). The Note(s) is
according to the terms of FRH Note(s) with the face value in the principal $1,000,000 Coupon 6% Issue between Date February 22,
2016, and April 24, 2017, at a Conversion Price of $0.10 per share among the Debtor and the Assignor.
B.
The Assignor wishes to convert the Debt into Common Stock of the Debtor at a Conversion Price of $0.10 per share as per FRH Note(s)
Agreement, See Notice of Conversion (Exhibit I).
C.
The Assignee wishes to receive the Common Stock under its name upon Notice of Conversion. The Assignor wishes to grant, assign,
transfer and set over unto the Assignee its entire right, title, and interest in and to the Common Stock upon the terms and conditions
contained in this agreement.
D.
Felix R. Hong is the ultimate beneficial owner of both the Assignor and Assignee.
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants, conditions, representations,
and warranties hereinafter contained and for other good and valuable consideration, the receipt of which is acknowledged and subject
to the terms and conditions hereinafter set out, the parties agree as follows:
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1.
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REPRESENTATIONS,
WARRANTIES, AND COVENANTS OF THE ASSIGNOR
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1.1
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The
Assignor represents, warrants, and covenants to the Assignee that:
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(a)
the above premises are accurate and complete, that the Debt has not been prepaid in full or in part, and that the Assignor has
given the Debtor notice of this Assignment;
(b)
the full amount of the Debt is due and owing by the Debtor to the Assignor; and
(c)
the Assignor now has a good right, full power, and absolute authority to assign its right, title, and interest in and to the Debt
in the manner set out in Article 2 hereof according to the real intent and meaning of this agreement.
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1.2
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The
Assignor provides the representations, warranties, and covenants contained in Section 1.1 for the exclusive benefit of the
Assignee. The Assignee may waive a breach of any one or more or in part at any time without prejudice to its rights in respect
to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties, and
covenants contained in Article 1 will survive the signing of this agreement.
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2.
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ASSIGNMENT
OF THE COMMON STOCK UPON CONVERSION NOTICE AND RESTRUCTURING OF TERMS
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2.1
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The
Assignor grants assign, transfers, and sets over unto the Assignee his entire right, title, and interest in and to the Common
Stock upon the Conversion Notice, including, without limitation, all rights, benefits, and advantages of the Assignor to be
derived therefrom and all burdens, obligations, and liabilities to be derived thereunder, in consideration of the premises
and the consideration set out in Section 2.3.
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2.2
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The
Assignor agrees to restructure the Debt terms by changing the Debt from a demand note to conversion into Common Stock of the
Debtor from the date of this agreement, considering the premises and the consideration set out in Section 2.3, Notice of Conversion
(Exhibit I).
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2.3
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Notice
of Conversion: The Assignor of the Debt with the face value in the principal $1,000,000 Coupon 6% Issue between Date February
22, 2016, a and April 24, 2017, at a Conversion Price of $0.10 per share hereby surrenders such Debt for conversion into 12,569,080
shares of the restricted Common Stock of FDCTech, Inc., in exchange of the principal balance of the Debt of $1,000,000 and
any unpaid and accrued interest of $256,908 thereon representing the total unpaid principal and interest amount of such Debt
as of February 22, 2021, and requests that the certificates for such shares be issued in the name of, and delivered to, FRH
Group Corporation, [Address].
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2.4
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The
Assignor acknowledges and agrees that he will transfer the Common Stock in compliance with the Securities Act of 1933, pursuant
to a registration statement and exemption from registration under the Securities Act of 1933. The Assignor acknowledges that
the share certificates representing the shares issued may bear a trading restriction legend and may bear any other legend
if the Assignee reasonably requires the legend or legends to comply with state, federal, or foreign law.
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3.
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CONSENT
OF DEBTOR
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3.1
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The
Debtor agrees and consents to the Assignment of the Assignor’s interest in the Debt to the Assignee pursuant to this
agreement’s terms and conditions.
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3.2
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The
Debtor represents, warrants, and covenants to the Assignee that (a) the full amount of the Debt is due and owing at the time
of this agreement, (b) the Debt has not been prepaid in full or in part, and (c) any interest owing on the Debt has been paid
in full up to February 22, 2021.
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3.3
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The
Debtor agrees and acknowledges and that the Assignee is entitled to make a demand at any time for payment of the full amount
of the Debt.
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4.
COUNTERPART
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4.1
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This
agreement may be signed in one or more counterparts, each of which, when so signed, will be deemed an original, and such counterparts
together will constitute one in the same instrument.
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IN
WITNESS WHEREOF, the parties signed this agreement as of the day and year first above written.
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/s/
Felix R. Hong
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Felix
R. Hong, CEO
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FRH
Group Corporation
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555
Anton Boulevard, Suites 150
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Costa
Mesa, 92626
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(the
“ASSIGNEE”)
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AND:
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/s/
Felix R. Hong
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Felix
R. Hong, Director
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FRH
Group Ltd.,
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2801
& 2802 Liwa Heights, Cluster W, Jlt ,
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Dubai,
UAE
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(the
“ASSIGNOR”)
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AND:
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/s/Mitchell
M. Eaglstein
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Mitchell
M. Ealgstein, CEO
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FDCTech,
Inc.,
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200
Spectrum Drive, Suite 300,
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Irvine,
CA, 92618
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(the
“DEBTOR”)
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EXHIBIT
I
NOTICE
OF CONVERSION
The
undersigned, the Holder of the #FRH Note(s) (“Note I” or “Debt”) with the face value in the principal
$1,000,000 and any unpaid and accrued interest of $256,908 thereon representing the total unpaid principal and interest amount
of such Debt as of February 22, 2021, at a Conversion Price of $0.10 per share hereby, surrenders such Debt or Note(s) for conversion
into 12,569,080 shares of the Common Stock of FDCTech, Inc., in exchange of the total unpaid principal and interest amount of
such Note as of February 22, 2021, and requests that the certificates for such shares be issued in the name of, and delivered
to,
FRH
Group Corporation, whose address is 555 Anton Boulevard, Suites 150, Costa Mesa, 92626.
Dated:
February 22, 2021
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Felix
R. Hong, CEO
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FRH
Group Corporation
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(Address)
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Agreed
to and Accepted this
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22nd
day of February 2021
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Mitchell
M. Eaglstein, CEO
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FDCTech,
Inc.
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200
Spectrum Drive, Suite 300,
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Irvine,
Ca, 92618
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Exhibit
99.1
FDCTech
Strengthens Balance Sheet as Noteholder Converts Debt Into Restricted Affiliate Equity
Irvine,
CA: February 25, 2021, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT), a fintech company with
a full suite of FX technology and business solutions, today announced that effective February 22, 2021, FRH Group, holder of the
affiliate convertible notes, with the face value in the principal $1,000,000 issued between Date February 22, 2016, and April
24, 2017, totaling $1,256,908 at a coupon of 6% had converted their debt into 12,569,080 common shares of the Company under the
terms of the convertible notes. FRH Group provided the seed capital to the Company beginning February 2016.
With
the conversion, the Company removed unnecessary limitations to secure the growth funding at an optimum cost of capital. Further,
the Company reduced its total liabilities from $1,737,254 to $480,346, a decrease of 72.35% as of the beginning of fiscal 2021.
The Company needed to improve its net asset position to prepare for a potential uplist and timely close and integrate the acquisition
of Genesis Financial, Inc. (“Genesis”).
“We
are extremely thankful to FRH Group for being a long-term supporter and trusted partner of the Company,” said FDC Founder
and CEO Mitchell M. Eaglstein. He added: “Although there are still several barriers to our goal to up-list to a larger exchange;
by eliminating secured debt, we have arguably taken the first concrete step in this process. Coupled with the anticipated completion
of Genesis acquisition and continuation of positive market conditions, we believe the combined Company financials will
be strong for a future uplist and growth.”
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