FDCTech Registers 2.5M Consultant Shares for Resale Amid Restatement and Reverse Split
FDCT has more than doubled off its 52-week low of $0.13.
Summary
FDCTech registered 2.5 million consultant shares for resale and disclosed a $329,940 toxic note with a 65% floating conversion price, alongside a reverse split, Series B conversion, and Cyprus relocation.
Key Events · Financing and Capital Events · FDCT
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2.5M Consultant Shares Registered for Resale
The S-1 registers 2.5 million shares issued to Lux Limited (1.5M) and Global Alliance Consulting Group (1.0M) in August 2026 as consulting compensation. The company receives no proceeds; the shares become freely tradable upon effectiveness.
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Toxic Note with 65% Floating Conversion
A $329,940 Vanquish Funding Group note (issued August 20, 2026) carries a 12% one-time interest charge and, upon default, converts at 65% of the lowest trading price over the prior ten days. The company reserved 1,147,118 shares for potential conversion.
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Reverse Split and Series B Conversion
A 1-for-100 reverse split took effect July 10, 2026. On July 13, 2026, all 2,371,844 Series B Preferred shares converted into 118,592,200 common shares, increasing insider concentration (Kundnani holds 82.55% of common).
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Restatement and Material Weaknesses
The filing reiterates that 2024 and 2025 financial statements were restated and no longer reliable, with material weaknesses in internal controls identified. The restatement reduced 2024 total assets from $41.8M to $33.8M.
Analysis · FDCT · Technology
FDCTech filed an S-1 to register 2.5 million shares issued to two consultants in August 2026 for resale. The company will not receive any proceeds from these sales, but the registration makes the shares freely tradable and creates potential selling pressure on a thinly traded OTC stock. The filing also discloses a $329,940 Vanquish Funding Group note with a floating conversion price of 65% of the lowest trading price upon default — a toxic financing term that could cause substantial dilution if triggered. The company recently completed a 1-for-100 reverse split and converted all Series B Preferred into 118.6 million common shares, concentrating insider ownership. The filing also reveals the company relocated its headquarters to Cyprus and is pursuing two acquisitions. The combination of a resale registration, a toxic note, and a restatement history makes this a notable disclosure for existing shareholders.
How filings like this one have moved
In the 30 days to Oct 5, 2026, 29.2% of the 1496 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.63%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, FDCT was trading at $0.99 on OTC in the Technology sector, with a market capitalization of approximately $18.4M. The 52-week trading range was $0.13 to $11.50. This filing was assessed with negative market sentiment and an importance score of 7 out of 10.