8-KFiled Aug 25, 8:00 PM ET

FDCTech Files 8-K: Series B Preferred Converted; Reverse Split

$FDCT · FDCTECH, INC.

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FDCTech Files 8-K: Series B Preferred Converted; Reverse Split

What Happened

  • FDCTech, Inc. announced on July 13, 2026 that it converted all 2,371,844 outstanding shares of its Series B Convertible Preferred Stock into 118,592,200 shares of common stock. The filing states all share amounts give effect to a one-for-one hundred (1-for-100) reverse stock split previously approved.
  • The Board, by unanimous written consent, fixed the conversion rate at fifty (50) shares of common stock for each one (1) share of Series B Preferred following the reverse split and approved the conversion at that rate. No cash or other consideration was paid to the company for the conversion, and no commissions were paid to solicit the conversion.
  • The company also filed charter amendments: the reverse split (Certificate of Amendment filed June 29, 2026) and later amendments filed August 17, 2026 increasing authorized common shares (500M to 750M) and preferred shares (10M to 15M), and amending Series A and Series B designations.

Key Details

  • Date of conversion: July 13, 2026.
  • Series B shares converted: 2,371,844 → resulted in issuance of 118,592,200 common shares (post-reverse-split basis).
  • Reverse stock split: 1-for-100 (Certificate of Amendment filed June 29, 2026).
  • Charter changes filed Aug 17, 2026 to increase authorized common shares to 750,000,000 and authorized preferred shares to 15,000,000.

Why It Matters

  • This transaction materially changed FDCTech’s capital structure by adding 118.6 million common shares to the outstanding share count (as reported post-split), which can dilute existing common shareholders’ percentage ownership and voting power.
  • The board-adjusted conversion rate and the filed charter amendments (including a bigger pool of authorized shares) give the company greater flexibility to issue equity in the future; both are important for investors tracking potential dilution and corporate governance changes.
  • Retail investors should note the dates and filings (reverse split and charter amendments) when evaluating recent changes to share count, ownership percentages, and potential future financings.