FDCTech, Inc. cancelled the acquisition of Genesis Financial, Inc..
August 23, 2021
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FDCTech, Inc. (OTCPK:FDCT) entered into a non-binding letter of intent to acquire Genesis Financial, Inc. (OTCPK:GFNL) for $51.1 million on February 3, 2021. FDCTech, entered into a stock purchase agreement to acquire Genesis Financial on June 2, 2021. According to the terms of the LOI, FDCTech will acquire 100% of the issued and outstanding securities of Genesis for a stock-for-stock transaction, where Genesis shareholders shall receive 70 million restricted shares as consideration. Upon the consummation of the Acquisition, Genesis will become a wholly-owned subsidiary of FDCTech. Upon the closing, Genesis will appoint two board members to FDCTech's Board of Directors. The Board composition post-acquisition shall compromise not more than five (5) directors, and one of the two nominees of Genesis shall act as chairman of FDCTech. The transaction is subject to standard conditions including, completion of due diligence by both parties and the negotiation and execution of mutually acceptable definitive documents. The board of directors of each of FDCTech and GFNL has approved the transaction. The GFNL board recommended that GFNL stockholders approve the transaction and adopt the merger agreement effective June 2, 2021. The transaction is expected to close on March 8, 2021. As of May 12, 2021, the transaction is expected to close before the end of the second quarter on June 30, 2021. Garden State Securities, Inc. acted as financial advisor to FDCTech.
FDCTech, Inc. (OTCPK:FDCT) cancelled the acquisition of Genesis Financial, Inc. (OTCPK:GFNL) on August 24, 2021. FDCTech could not complete nor qualify the Agreement as Genesis could not comply with several non-exhaustive material provisions, covenants, or conditions.
FDCTech, Inc. provides financial technology (fintech) and business solutions to OTC Online Brokerages and cryptocurrency businesses (customers). The Company operates through three segments: Wealth Management, Technology and Software Development, and Margin Brokerage Business. The Company operates its Wealth Management segment through its subsidiary, AD Advisory Services Pty Ltd. (ADS). ADS provides licensing solutions for financial advisers and accountants in Australia. ADS offers financial planners different licensing, compliance and education solutions to meet their practiceâs specific needs. It operates its Technology & Software Development segment through its subsidiary, Condor Trading Technology, which is a technology provider and software developer in the cryptocurrency or digital asset space. It operates its Margin Brokerage Business segment through its subsidiary, NSFX Ltd, which is an online trading brokerage firm.