{"url_path":"/sec/fdct/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 **","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/1722731/0001493152-26-027724-index.html","accession_number":"0001493152-26-027724","cik":"0001722731","ticker":"FDCT","issuer_name":"FDCTECH, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1722731/0001493152-26-027724-index.html","primary_entity_key":"0001722731","primary_entity_name":"FDCTECH, INC."},"word_count":1031,"has_tables":true,"body_markdown":"**ITEM\n13.**\n**CERTAIN\nRELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE**\n\n \n\nThe\nfollowing is a description of transactions since January 1, 2022 to which we were a party in which (i) the amount involved exceeded or\nwill exceed the lesser of $120,000 or one percent (1%) of our average total assets at year-end for the last two completed fiscal years\nand (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family\nof, or person sharing the household with, any of the foregoing persons, who had or will have a direct or indirect material interest,\nother than equity and other compensation, termination, change in control and other similar arrangements, which are described under “Executive\nand Director Compensation.”\n\n \n\nBetween\nFebruary 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder (“FRH\nGroup”). The Company executed Convertible Promissory Notes due between April 24, 2019, and June 30, 2019. The Notes are convertible\ninto Common Stock initially at $0.10 per share but may be discounted under certain circumstances; in no event will the conversion price\nbe less than $0.05 per share. The Notes carry an interest rate of 6% per annum, which is due and payable at maturity.\n\n \n\nBetween\nMarch 15 and 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan\nEaglstein and 400,000 shares to Brent Eaglstein at $0.05 per share, a cumulative cash amount of $70,000. Ms. Eaglstein and Mr. Eaglstein\nare the mother and brother of Mitchell Eaglstein, the Company’s CEO and director.\n\n \n\nOn\nFebruary 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation.\nThe Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908 in return for issuing 12,569,080 shares\nof unregistered Common Stock of the Company (the “Shares”) to FRH. Following the Agreement, FRH assigned the Shares to FRH\nGroup Corporation, also owned by Mr. Hong.\n\n \n\nIn\nSeptember 2022, the Company issued 30 million Common Stock for $300,000 to Alchemy Prime Limited (APL) and appointed Gope S. Kundnani\nas the director of the Company. As the director’s compensation, the Company issued 5,000,000 Common Stock, valued at $60,000. Mr.\nKundnani is the director and owner of APL.\n\n \n\nIn\nJanuary 2023, the Company sold 115,000,000 common shares to its director, Kundnani, for $550,000.\n\n \n\nIn\nJanuary 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Kundnani, the Director of the Company. As of September\n30, 2023, the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein, Kundnani, and Hong holding 1,500,000, 1,500,000,\nand 1,000,000 shares, respectively.\n\n \n\nOn\nSeptember 30, 2023, the Company signed the definitive agreement with Alchemy Group, where the Company acquired 100% of Alchemy Markets\nDMCC (Alchemy UAE), 100% of APL, and 49.90% of AML. The Company terminated the acquisition of Alchemy UAE in October 2023.\n\n \n\nOn\nNovember 30, 2023, the Company purchased 499 shares of Alchemy Markets Holdings Ltd (Alchemy BVI) from APSI Holdings Limited (APSI),\npreviously known as Alchemy Prime Holdings Ltd (APHL), in exchange for 833,621 Series B Convertible Preferred Stock. The Company did\nnot exchange cash in the transaction. The Company has issued the Series B Convertible Preferred Stock to APSI. Kundnani, a related party,\nis the sole shareholder of APSI, a related party. As a result, the Company now owns one hundred percent (100.00%) of AML, an operating\nentity of Alchemy BVI.\n\n \n\nOn\nNovember 30, 2023, the Company purchased one hundred percent (100.00%) of all the issued and outstanding shares of APL, an FCA-regulated\nbrokerage, from APSI in exchange for 966,379 Series B Convertible Preferred Stock. The Company did not exchange cash in the transaction.\nThe Company has issued the Series B Convertible Preferred Stock APSI. Kundnani, a related party, is the sole shareholder of APSI.\n\n \n\nKundnani,\na related party, purchased 2,500,000 Series A Preferred stock of FDCTech for $2.5 million. FDCTech has issued the Series A Preferred\nstock to Kundnani.\n\n \n\nKundnani,\na related party, purchased 50,000,000 Common stock of FDCTech for $5.5 million. FDCTech has issued the Common stock to Kundnani.\n\n \n\nIn\nDecember 2023, Susan Eaglstein, mother of Mitchel Eaglstein, the Company’s CEO, provided $20,000 as a related party advance for\nworking capital. The Company has not formalized the agreement. As part of the consideration, the Company issued Ms. Eaglstein 10,000\nSeries B Convertible Preferred Shares in January 2024.\n\n \n\nOn\nJanuary 4, 2024, the Company issued 150,000 Series B Convertible Preferred Stock to Imran Firoz, CFO and Director, for services valued\nat $1.41 per share.\n\n \n\nOn\nJanuary 4, 2024, the Company issued 50,000 Series B Convertible Preferred Stock to Gope S. Kundnani for services valued at $1.41 per\nshare.\n\n \n\nOn\nJanuary 4, 2024, the Company issued 150,000 Series B Convertible Preferred Stock to Mitchell M. Eaglstein, CEO and Director, for services\nvalued at $1.41 per share.\n\n \n\nOn\nJanuary 4, 2024, the Company issued 50,000 Series B Convertible Preferred Stock to FRH Group for services valued at $1.41 per share.\n\n \n\nOn\nJanuary 4, 2024, the Company issued 10,000 Series B Convertible Preferred Stock to William B. Barnett, Esq., for services valued at $1.41\nper share.\n\n \n\nOn\nJanuary 4, 2024, the Company issued 10,000 Series B Convertible Preferred Stock to Susan E. Eaglstein for services valued at $1.41 per\nshare.\n\n \n\nOn\nJanuary 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) 1,000,000 shares\nof Series A Preferred Stock of the Company issued to Mitchell M. Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock of the\nCompany issued to Felix R Hong.\n\n \n\nOn\nFebruary 7, 2025, the Company issued 10,000 Series B Convertible Preferred Stock to Nicky G. Kundnani for services valued at $1.41 per\nshare.\n\n \n\nEaglstein\nand Kundnani hold 4,000,000 and 500,000 shares of our Series A Preferred Stock, representing 100.00% of all issued and outstanding Series\nA Preferred Stock. Immediately prior to the closing of this offering, all 4,500,000 shares of Series A Preferred Stock held by the holders\nwill be retired and canceled. Holders of Series A Preferred Stock will not receive any cash consideration in connection with retirement.\n\n \n\n43"}