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: June 10, 2021

(Date of earliest event reported)

 

 

 

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) 		(I.R.S. Employer
Identification No.)

 

200 Spectrum Center Drive, Suite 300

Irvine, CA 92618

(Address of principal executive offices, including zip code)

 

(877) 445-6047

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

[  ] 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. [  ]

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

APPOINTMENT OF DIRECTORS

 

On June 9, 2021, and in connection with the Company’s acquisition of Genesis Financial Inc., (“GNFL”), Warwick Kerridge was appointed as Chairman of the Company’s Board of Directors.

 

Warwick Kerridge

 

Between March 2020 and June 2021, Mr. Kerridge served as the Chairman of Genesis Financial, Inc. Since 2008, Mr. Kerridge has served as a director of Qlife Capital, a company that he founded. Qlife Capital provides corporate advisory services. Since 2008 Mr. Kerridge. Between 2009 and 2018, Mr. Kerridge was the principal partner of O’Connell Partners, a private equity and advisory firm. Between 2005 and 2009 Mr. Kerridge was one of three executive directors at Pitt Capital Partners Ltd., a wholly owned subsidiary of Washington H. Soul Pattinson & Company which is Australia’s oldest listed investment house. Mr. Kerridge completed his B. Leg.S from Macquarie University in 1985.

 

Item 7.01 Regulation FD Disclosure.

 

The disclosure under Item 5.02 in this report on Form 8-K is incorporated by reference herein.

 

On June 10, 2021, The Company issued a press release announcing the appointments of Mr. Kerridge. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

 

Information in this report on form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

 

ITEM 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

  Exhibit Number   Description
       
  99.1   Press release dated as of June 10, 2021.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    FDCTECH, INC.
       
June 10, 2021   By:  /s/ Mitchell Eaglstein
Date     Mitchell Eaglstein
      Chief Executive Officer
      (Principal Executive Officer)

 

 

 

 

Exhibit 99.1

 

 

FDCTech appoints Warwick Kerridge as the new Chairman of the Board

 

Warwick Kerridge has a distinguished career that spans nearly thirty (30) years in legal, banking, and corporate financial services, focusing on corporate law for companies executing M&A strategy and representing the Australian government delegations in the banking and stock brokerage sector.

 

Irvine, CA: June 10, 2021, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT), a fintech company with a full suite of digital financial services solutions, today announced Warwick Kerridge, previously Chairman of Genesis Financial, Inc. (“GFNL”) is appointed as the new Chairman of the Board. The Company currently has three directors. The one non-executive director will be Warwick Kerridge. The two executive directors are Mitchell Eaglstein, Co-Founder, CEO, and Imran Firoz, Co-Founder, CFO.

 

“I feel very honored to take on this role at such an exciting time for the Company —with the recent acquisition of GFNL; the Company has articulated its strategic underpinnings of the growth strategy through M&A and integration of fintech in the target companies. I will assist the management in dealing with the rapid growth phase through strong governance in all aspects of oversight to benefit all FDCTech’s stakeholders for years to come,” said Warwick Kerridge, newly appointed Chairman of the Company.

 

Over the last thirty years, Warwick has advised private and public sector organizations, including sovereign governments and ministries, in transactions valued at over $10 billion. His primary focus on corporate law for companies executing M&A, divestments, restructuring financing, initial public offering, and reverse mergers spans multi-jurisdictions, including Australia, New Zealand, Hong Kong, Singapore, United Kingdom, United States, and other ASEAN. Warwick served as Chairman of the Board of GFNL from March 2020 to June 2021 before joining the Company.

 

From October 2019 to the present, Warwick serves as the founder and director of Qlife Capital, a corporate advisory services company. From January 2014 to September 2019 Warwick was a principal partner in O’Connell Partners, private equity and advisory firm. From January 2005 to March 2009, Warwick was one of the three executive directors at Pitt Capital Partners Ltd., a wholly-owned subsidiary of Australia’s oldest listed investment house, Washington H. Soul Pattinson & Company. From December 1997 to December 2004 Warwick was a director of Capital Finance Corporation Australia and associated companies, a lending and private equity group based in Melbourne. Warwick completed his B.Leg.S from MacquarieUniversity in 1985.

 

“Warwick’s long history of leadership, coupled with his experience advising companies across the globe in the matter of law, governance, and oversight, makes him an ideal person for this role. The management team looks forward to working closely with him to continue to ensure the Company makes a positive impact for all stakeholders,” said Mitchell Eaglstein, Co-Founder and CEO of the Company.

 

Please visit our SEC filings or Company’s website for more information on the full results and management’s plan.

 

About Genesis Financial, Inc.

 

Genesis, a wholly-owned subsidiary of FDCTech, Inc., is a diversified financial services company focusing on fintech-powered Wealth Management business mainly through two Australian regulated entities in the wealth management, credit license, 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 develops and delivers a full suite of technology infrastructure solutions to FX, Crypto, Wealth Management, and other future-proof financial sectors.

 

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