{"url_path":"/sec/fdct/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 **","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":1541,"has_tables":true,"body_markdown":"**ITEM\n5.**\n**MARKET\nFOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES**\n\n \n\n**Market\nInformation**\n\n \n\nEffective\nOctober 24, 2019, Financial Industry Regulatory Authority, Inc. (FINRA) pursuant to FINRA Rule 6432 and Rule 15c2-11 under the Securities\nExchange Act of 1934, determined that Glendale Securities, Inc. (“Glendale”) demonstrated compliance with FINRA Rule 6432,\nand Glendale might initiate a priced quotation of the Company’s stock at $0.1500 Bid, $0.1600 Ask on OTC Link ATS for the Company\nunder the trading symbol - FDCT. OTC Bulletin Board and OTC Link quote our stock under FDCT. The OTC Bulletin Board differs from national\nand regional stock exchanges in that it: (i) is not situated in a single location but operates through the communication of bids, offers,\nand confirmations between broker-dealers and (ii) securities admitted to the quotation are offered by one or more broker-dealers rather\nthan the “specialist” common to stock exchanges.\n\n \n\n**Quarterly\nStock Performance:**\n\n \n\nOur\ncommon stock is traded on the OTC Bulletin Board under the ticker symbol FDCT.\n\n \n\nThe\nfollowing table presents the high and low sale prices for our common stock for each quarter of the last fiscal year, as reported on the\nOTC Bulletin Board:\n\n \n\nFiscal \nFirst Quarter  \nSecond Quarter  \nThird Quarter  \nFourth Quarter \n\n  \nHigh  \nLow  \nHigh  \nLow  \nHigh  \nLow  \nHigh  \nLow \n\n2025 \n$0.160  \n$0.0011  \n$0.0623  \n$0.017  \n$0.115  \n$0.035  \n$0.080  \n$0.001 \n\n2024 \n$0.035  \n$0.0106  \n$0.0274  \n$0.001  \n$0.014  \n$0.000  \n$0.010  \n$0.000 \n\n \n\nOur\nstock commenced trading in June 2020.\n\n \n\n**Holders**\n\n \n\nColonial Stock Transfer, LLC, our transfer agent,\nindicates that as of December 31, 2025, we had 199 record holders of our Common Stock.\n\n \n\nAs of June 8, 2026, we had 423,084,729 shares\nof our Common Stock, 4,500,000 shares of Series A Preferred Stock, and 2,371,844 shares of Series B Preferred Stock, and issued and outstanding.\nHolders of Series A Preferred Stock are entitled to fifty (50) non-cumulative votes per share on all matters presented to our stockholders\nfor action. Holders of Series A Preferred Stock have no right to convert into the Company’s common stock. The Series B Preferred\nStock is non-dilutive and is not subject to stock splits or any other adjustments to the Company’s common stock. Each share of\nSeries B Preferred Stock can be converted into 100 shares of the Company’s common stock at any time by the holder of such shares.\nSeries B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders for action.\n\n \n\n**Dividends**\n\n \n\nThe\nCompany did not declare any cash dividends for the December 31, 2025, fiscal year. The Company’s Board of Directors, composed of\nMitchell Eaglstein, Imran Firoz, Jonathan Baumgart, and Gope S. Kundnani, has determined that it does not anticipate declaring or distributing\ncash dividends in the foreseeable future. The Board of Directors decides the declaration, payment, timing, and amount or number of future\ndividends. The dividends will depend upon, among other things, the results of our operations, cash flows, financial condition, operating\nand capital requirements, and other factors the Board of Directors considers relevant. There is no assurance that the Company will pay\nany future dividends. If the Company decides to pay dividends, there is no assurance concerning dividends.\n\n \n\n19 \n\n \n\n** **\n\n**Securities\nAuthorized for Issuance under Equity Compensation Plans**\n\n \n\nAn\nInformation Statement was made available by the Board of Directors of FDCTech, Inc., a Delaware corporation (the “Company”),\nto holders of record of the Company’s common stock at the close of business on September 4, 2025 (the “Record Date”).\nThe purpose of this Information Statement was to inform our stockholders of the following actions taken by written consent of the holders\nof a majority of our voting stock, dated September 4, 2025:\n\n \n\nOn\nSeptember 4, 2025, our Board unanimously approved corporate actions to:\n\n \n\n1.\nTo amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of\ncommon stock from 500,000,000 to 750,000,000 (the “Authorized Share Increase”), and the number of Preferred Stock from 10,000,000\nshares to 15,000,000 shares (the “Authorized Share Increase”).\n\n \n\n2.\nTo authorize our Board of Directors, in its discretion, to amend our articles of incorporation not later than June 30, 2026, to effect\na Reverse Stock Split of all outstanding shares of our common stock in a ratio of not less than 1 for 10 and not more than 1 for 100,\nto be determined by the Board of Directors. The prospectus assumes a reverse split ratio of 1 for 100.\n\n \n\nIn\nconnection with the above corporate actions, on September 4, 2025, we obtained the written consent of a majority of the Company’s\nvoting power.\n\n \n\n**Amendment\nto Series B Convertible Preferred Stock Conversion Terms**\n\n \n\nIn\nJanuary 2026, we filed a Certificate of Amendment to the Certificate of Designation of our Series B Convertible Preferred Stock (the\n“Series B Amendment”) with the Secretary of State of the State of Delaware. The original Certificate of Designation for the\nSeries B Convertible Preferred Stock, filed on December 4, 2023, designated 3,000,000 shares of our preferred stock, par value $0.0001\nper share, as Series B Convertible Preferred Stock. The Series B Amendment did not change the number of authorized or issued shares of\nSeries B Convertible Preferred Stock or any of the other rights, preferences, or privileges of the Series B Convertible Preferred Stock,\nexcept with respect to its conversion rights.\n\n \n\nThe\nSeries B Amendment deleted and replaced Section 4(a) (Conversion Right) in its entirety. As amended, each share of Series B Convertible\nPreferred Stock is convertible, at the option of the holder and without payment of additional consideration, into shares of our Common\nStock at any time, at an initial conversion rate of 100 shares of Common Stock for each one share of Series B Convertible Preferred for\nStock, subject to adjustment as provided in the Certificate of Designation. In the event that we complete a public offering of $10,000,000\nor more, which includes an uplisting of our Common Stock to The Nasdaq Stock Market or the New York Stock Exchange, the conversion rate\nfor the Series B Convertible Preferred Stock in connection with such qualifying public offering will be determined by our Board of Directors\nwithin a range of between 100 and 10 shares of Common Stock for each one share of Series B Convertible Preferred Stock, subject to the\nadjustment provisions in the Certificate of Designation. We anticipate the conversion ratio for the Series B Convertible Preferred Stock\nto be 10 shares of Common Stock for 1 share of Series B Convertible Preferred Stock.\n\n \n\nThe\nSeries B Amendment was approved by our Board of Directors by unanimous written consent and by the written consent of the holders of at\nleast 51% of the stockholders required under Delaware General Corporation Law.\n\n \n\nOn\nMarch 12, 2024, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed\nall holders of record on February 21, 2024 (the “Record Date”) of the common stock, $0.0001 par value per share (the “Common\nStock”), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company\n(the “Board”) and by written consent of the holders of a majority of the voting power of Company’s issued and outstanding\ncapital stock (the “Approving Stockholders”):\n\n \n\n \n1.\nTo\namend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of\ncommon stock from 500,000,000 to 1,000,000,000 (the “Authorized Share Increase”),\n\n \n \n \n\n \n2.\nAuthorize\nour Board of Directors to amend our articles of incorporation by June 30, 2024, to execute a Reverse Stock Split of all outstanding\ncommon stock shares in a ratio between 1 for 10 and 1 for 50, as determined by the Board.\n\n \n \n \n\n \n3.\nTo\napprove the Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”).\n\n \n\n20 \n\n \n\n \n\nOn\nFebruary 21, 2024, our Board unanimously approved the Corporate Actions. In order to eliminate the costs and management time involved\nin holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes\nof our Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described\nin this Information Statement in accordance with Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)\nand our bylaws. On February 21, 2024, the Approving Stockholders approved, by written consent, the Corporate Actions. The Approving Stockholders\n(common stock only) own 280,102,413 shares, representing 72% of the total issued and outstanding voting power of the Company.\n\n \n\nSince\nthe Board and a majority of shareholders have approved, all necessary corporate actions have been authorized. We expect that each of\nthe Corporate Actions will become effective on or about the 20th calendar day after the date on which this Information Statement and\nthe accompanying notice are mailed to our stockholders. Our Board can cancel one or both Corporate Actions for any reason before their\neffective date.\n\n \n\nAt\nDecember 31, 2025, the Company has a 2023 Stock Incentive Plan.\n\n \n\n**Recent\nSales of Unregistered Securities**\n\n \n\nAll\nof the Company’s recent sales of unregistered securities within the past three years were reported previously as required in Quarterly\nReports on Form 10-Q, 10-K, and reports on Form S1-A filed July 26, 2018."}