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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: August 24, 2021
(Date
of earliest event reported)
FDCTECH,
INC.
(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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(I.R.S.
Employer
Identification No.)
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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):
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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 ☒
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.
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Item
1.02
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Termination
of Material Definitive Agreement.
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TERMINATION
OF THE STOCK PURCHASE AGREEMENT DATED JUNE 2, 2021
On
August 24, 2021, FDCTech, Inc., a Delaware corporation (“FDCT” or the “Company” or “Buyer”), terminated
the Stock Purchase Agreement (the “Agreement”), dated June 2, 2021, with the Shareholders of Genesis Financial, Inc., a Wyoming
corporation (“Genesis” or
“Seller”). Pursuant to the Agreement, the Company intended to acquire 100% of the issued and outstanding equity interests
of Genesis, including
its wholly-owned subsidiaries and other variable interest entities, in consideration for 70,000,000 shares of the Company’s restricted
common stock (the” “Securities”). As of the date of termination, the Company did not issue any Securities to the Seller.
The
Company could not complete nor qualify the Agreement as Genesis could
not comply with several non-exhaustive material provisions, covenants, or conditions. Among other items, it included releasing liens,
defaults settlement, payoff letters, discharges of liens, releases of guarantees, and other disclosures required by the Agreement. Further,
Genesis had
an outstanding Secured Promissory Note (the “Note”), dated February 4, 2021, which restricted Genesis
from selling, divesting, or changing the structure
of any of its material assets or subsidiaries other than in the ordinary course of business. The Note remained outstanding at the date
of the termination.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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TERMINATION
OF WARWICK KERRIDGE AS THE CHAIRMAN AND DIRECTOR OF THE COMPANY
The
disclosure under Item 1.02 in this report on Form 8-K is incorporated by reference herein.
On
June 9, 2021, and in connection with the foregoing description of the Purchase Agreement and the Acquisition (the “Agreement”),
dated June 2, 2021, the Company appointed Warwick Kerridge as Chairman of the Company’s Board of Directors. Effective August 24,
2021, upon the consent of the majority of the stockholders of the Corporation representing at least 68.73% of the issued and outstanding
shares of the Company and per Section 222 of the General Corporation Law of the State of Delaware, voted in favor of terminating Warwick
Kerridge from the Board of Directors. Upon termination of Mr. Kerridge, the Company currently has four Board of Directors. Mitchell M.
Eaglstein shall be the acting Chairman of the Company.
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Item
7.01
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Regulation
FD Disclosure.
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The
disclosure under Item 1.02 in this report on Form 8-K is incorporated by reference herein.
On
August 24, 2021, the Company issued a press release announcing the termination of the Agreement and the departure of the Director. Copies
of the Agreement and press release are furnished as Exhibits 99.1, respectively, to this Current Report on Form 8-K and 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.
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ITEM
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits.
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.
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FDCTECH,
INC.
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August
27, 2021
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By:
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/s/
Mitchell Eaglstein
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Date
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Mitchell
Eaglstein
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Chief
Executive Officer
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(Principal
Executive Officer)
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Exhibit
99.1
FDCTech
Announces the Termination of Genesis Financial Inc. Stock Purchase Agreement
Irvine,
CA: August 27, 2021, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT),
a fully integrated financial technology company with a full suite of digital financial services solutions, today announced that it had
terminated effective immediately the Stock Purchase Agreement (the “Agreement”), dated June 2, 2021, with the Shareholders
of Genesis Financial, Inc., a Wyoming corporation (“Genesis” or “Seller”).
The
Company could not complete nor qualify the Agreement as Genesis could not comply with several non-exhaustive material provisions,
covenants, or conditions. Among other items, it included releasing liens, defaults settlement, payoff letters, discharges of liens, releases
of guarantees, and other disclosures required by the Agreement.
Mr. Warwick Kerridge was also relieved of his
position as Chairman of the Board of the Company, and that Mr. Eaglstein, the former Chairman of the Board, was appointed interim Chairman
of the Board.
“While
we are disappointed that the transaction could not close despite working diligently to remedy the outstanding issues, the Company’s
future outlook looks promising. We will continue to pursue our fintech-driven acquisition strategy in the United States and globally
to enhance the value of our shareholders,” said FDC Founder, Acting Chairman, and CEO Mitchell M. Eaglstein.
For
additional information, visit our SEC filings or Company’s website for more information on the full
results and management’s plan.
FDCTech,
Inc.
FDCTech,
formerly known as Forex Development Corporation, is a fully integrated financial technology company. FDC delivers trading platform, back-office,
liquidity, dealing desk, and prime brokerage solutions to forex market participants seeking access to 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.
ir@fdctech.com
www.fdctech.com
+1
877-445-6047
200
Spectrum Drive, Suite 300,
Irvine,
CA, 92618