FDCTech Expands Authorized Shares to 750M and Removes Series A Conversion Rights

summarizeSummary

FDCTech filed amendments increasing authorized shares to 750M common and 15M preferred, and eliminated Series A Preferred conversion rights, making it voting-only.

check_boxKey Events · Corporate Governance and Compliance · FDCT

• Authorized Shares Increased to 750M Common

  A Certificate of Amendment filed August 17, 2026 increases authorized Common Stock from 500,000,000 to 750,000,000 and Preferred Stock from 10,000,000 to 15,000,000, for a total of 765,000,000 authorized shares.

• Series A Conversion Rights Eliminated

  Series A Preferred Stock is no longer convertible into Common Stock or any other security; it now carries only voting rights (50 non-cumulative votes per share) and liquidation rights.

• Series A Designation Expanded to 10M Shares

  The number of shares designated as Series A Preferred Stock increased from 4,000,000 to 10,000,000, within the newly authorized 15,000,000 preferred shares.

• Series B Conversion Rate Now Board-Determined

  The Board may fix the Series B conversion rate between 10 and 100 shares of Common Stock per Series B share upon a Rate Determination Event (Qualifying Public Offering or reverse split), ratifying the 50:1 rate used for the July 13, 2026 conversion.

auto_awesomeAnalysis · FDCT · Technology

The expansion of authorized common stock from 500 million to 750 million shares, alongside an increase in preferred stock from 10 million to 15 million, creates substantial headroom for future equity issuance—a meaningful overhang for existing holders, especially given the company's recent history of restatements and material weaknesses. Simultaneously, the elimination of all conversion rights on Series A Preferred Stock transforms that class into a pure voting instrument, removing a potential source of future dilution but concentrating voting power in the hands of current Series A holders, who retain 50 votes per share without any adjustment for the reverse split.