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EX-99.1 - FDCTECH, INC.ex99-1.htm

 

 

 

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)