Massive insider dilution event with no cash infusion — the ~122.8 million share count creates an enormous overhang. Monitor for any subsequent insider selling on Form 4 filings, as all recipients hold freely tradeable restricted shares (subject to Rule 144). The stock is already trading on the OTC market with no Nasdaq/NYSE listing imminent despite authorization language in the filing.
Price Chart
Executive Summary
FDCTech, Inc. filed an 8-K reporting the conversion of all outstanding Series B Convertible Preferred Stock into 118,592,200 common shares, eliminating the Series B entirely. The filing also covers a 1-for-100 reverse stock split that became effective July 10, 2026, an increase in authorized capital stock, and amendments that eliminate conversion rights for Series A Preferred Stock. This represents a massive dilution event for existing common shareholders, massively increasing the share count from insider conversions.
Key Facts
- All 2,371,844 outstanding Series B Convertible Preferred shares converted into 118,592,200 common shares on July 13, 2026.
- Conversion recipients are all insiders: CEO Mitchell M. Eaglstein, CFO Imran Firoz, director Gope S. Kundnani (including his entity APSI Holdings), plus other affiliates.
- Following conversion, the company had 122,823,068 common shares outstanding, up from 4,230,868 post-reverse-split.
- A 1-for-100 reverse stock split was effected on July 10, 2026, reducing outstanding shares from 423,084,729 to 4,230,868 before the conversion.
- Authorized common stock increased from 500,000,000 to 750,000,000; preferred stock authorized from 10,000,000 to 15,000,000.
- Conversion rights of Series A Preferred Stock were eliminated entirely; it is now a non-convertible voting security only.
- No shares of Series B Preferred Stock remain outstanding after conversion.
Financial Impact
Extreme dilution: shares outstanding increased from ~4.2 million (post-split) to ~122.8 million, a ~28x increase, all to insiders at a fixed conversion rate of 50 common per Series B share. No cash consideration received by the company.
Risk Factors
- Extreme shareholder dilution from conversion of preferred to common by insiders
- Potential insider selling in the open market over the coming months
- NASDAQ/NYSE up-listing remains contingent on a $10M+ public offering which has not occurred
- Further dilution possible from authorized but unissued shares (up to 750M common / 15M preferred)
- OTC Pink current information status at risk if financial reporting lags
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-040184 |
| Document: 0001493152-26-040184-index.html | 0001493152-26-040184 |
| Document: 0001493152-26-040184.txt | 0001493152-26-040184 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 14, 2026 11d ago | 8-K | $3.99 | awaiting T+60 | — | $4.37 (+9.52%) |
Oct 2, 2026 24d ago | EFFECT | $2.01 | awaiting T+60 | — | $4.37 (+117.41%) |
Sep 24, 2026 4w ago | S-1/A | $2.85 | awaiting T+60 | — | $4.37 (+53.33%) |
Sep 22, 2026 4w ago | 8-K | $2.10 | awaiting T+60 | — | $4.37 (+108.10%) |
Sep 15, 2026 5w ago | S-1 | $0.9900 | awaiting T+60 | — | $4.37 (+341.41%) |
Sep 10, 2026 6w ago | 8-K | $0.9999 | awaiting T+60 | — | $4.37 (+337.04%) |
Aug 26, 2026 8w ago | 8-K | $1.25 | awaiting T+60 | — | $4.37 (−249.60%) |
Jun 23, 2026 17w ago | 8-K | $3.11 $0.9900 | ▲ +68.17% | ▲ +71.46% | $4.37 (−40.51%) |
Jun 23, 2026 17w ago | 10-K/A | $3.11 $0.9900 | ▲ +68.17% | ▲ +71.46% | $4.37 (−40.51%) |
Jun 8, 2026 19w ago | 8-K | $6.00 $1.00 | ▲ +83.33% | ▲ +87.41% | $4.37 (+27.17%) |
US Market Status
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