Thursday, October 02, 2025 10:22:48 AM
There seems to be some confusion out there about the 14c that was filed... people think that the ramifications from that filing are going to happen ASAP. They are not and they can not happen as long as FDCT is not compliant with Rule 15c2-11. If you go to this link You will see that as of today FDCT has the warning label for not being compliant.
https://www.otcmarkets.com/stock/FDCT/overview
An OTC stock must be compliant with this rule in order to be qualified to be listed on the NASDAQ stock exchange. Once listed they no longer have to worry about rule 15c2-11 because one of the requirements to be listed is they must have a Market Maker sponsor. So until that become compliant with rule 15c2-11 they will be staying put on the OTC. All anyone has to do is check this link daily and once the Warning is gone, then the 14c filing can be exercised.
Rule 15c12-11 and its effect on moving up to the NASDAQ from the OTC
AI Overview: Can a OTC stock move to the NASDAQ if it is not 15c2-11 Compliant
No, a stock that is not 15c2-11 certified cannot move up to the NASDAQ. Rule 15c2-11 applies to the over-the-counter (OTC) market, where companies can trade without being listed on a national securities exchange like the NASDAQ. Being uplisted to the NASDAQ requires meeting stricter financial and reporting standards that make 15c2-11 irrelevant for exchange-listed companies.
Here is an explanation of Rule 15c2-11 and the additional requirements for uplisting to the NASDAQ.
How Rule 15c2-11 works
Purpose: Rule 15c2-11 is a Securities and Exchange Commission (SEC) rule designed to prevent fraud in the OTC market. It ensures that broker-dealers have reviewed basic, current, and publicly available information about an OTC issuer before publishing quotes for its securities.
Application: The rule applies to securities trading over the counter, not to securities listed on a national exchange like the NASDAQ.
Public Information: For a broker-dealer to quote an OTC stock, the company must make specific information public. This is a core requirement of the rule, particularly after the 2020 amendments. If a company fails to provide this information, its stock will be moved to the Expert Market, and its quotations will not be publicly visible.
Requirements for NASDAQ uplisting
For an OTC company to uplist to the NASDAQ, it must move beyond the scope of Rule 15c2-11 entirely and meet a new set of stringent criteria that apply to national securities exchanges.
These requirements include:
SEC reporting: The company must register the class of securities with the SEC and become a "reporting company." This involves filing regular financial reports and other documents with the SEC.
Financial standards: NASDAQ has specific minimum financial standards related to revenue, earnings, market capitalization, and shareholder equity that must be met.
Corporate governance: The company must adopt strict corporate governance practices, such as appointing independent directors and establishing certain committees.
Minimum bid price: The stock must trade at or above a minimum bid price (typically $4 for initial listing).
Market makers: The company must have a minimum number of market makers who will ensure liquidity and smooth trading activity.
The relationship between 15c2-11 and NASDAQ
A company trading on the OTC markets and subject to Rule 15c2-11 must completely satisfy all NASDAQ's initial listing requirements to get approved for uplisting.
Once a company is uplisted and trading on the NASDAQ, it is automatically exempt from the requirements of Rule 15c2-11 because the rule only applies to OTC securities.
In short, the 15c2-11 certification process is a regulatory hurdle for OTC stocks. By qualifying for and meeting NASDAQ's far more rigorous listing standards, the company surpasses the need for any 15c2-11 compliance
https://www.otcmarkets.com/stock/FDCT/overview
An OTC stock must be compliant with this rule in order to be qualified to be listed on the NASDAQ stock exchange. Once listed they no longer have to worry about rule 15c2-11 because one of the requirements to be listed is they must have a Market Maker sponsor. So until that become compliant with rule 15c2-11 they will be staying put on the OTC. All anyone has to do is check this link daily and once the Warning is gone, then the 14c filing can be exercised.
Rule 15c12-11 and its effect on moving up to the NASDAQ from the OTC
AI Overview: Can a OTC stock move to the NASDAQ if it is not 15c2-11 Compliant
No, a stock that is not 15c2-11 certified cannot move up to the NASDAQ. Rule 15c2-11 applies to the over-the-counter (OTC) market, where companies can trade without being listed on a national securities exchange like the NASDAQ. Being uplisted to the NASDAQ requires meeting stricter financial and reporting standards that make 15c2-11 irrelevant for exchange-listed companies.
Here is an explanation of Rule 15c2-11 and the additional requirements for uplisting to the NASDAQ.
How Rule 15c2-11 works
Purpose: Rule 15c2-11 is a Securities and Exchange Commission (SEC) rule designed to prevent fraud in the OTC market. It ensures that broker-dealers have reviewed basic, current, and publicly available information about an OTC issuer before publishing quotes for its securities.
Application: The rule applies to securities trading over the counter, not to securities listed on a national exchange like the NASDAQ.
Public Information: For a broker-dealer to quote an OTC stock, the company must make specific information public. This is a core requirement of the rule, particularly after the 2020 amendments. If a company fails to provide this information, its stock will be moved to the Expert Market, and its quotations will not be publicly visible.
Requirements for NASDAQ uplisting
For an OTC company to uplist to the NASDAQ, it must move beyond the scope of Rule 15c2-11 entirely and meet a new set of stringent criteria that apply to national securities exchanges.
These requirements include:
SEC reporting: The company must register the class of securities with the SEC and become a "reporting company." This involves filing regular financial reports and other documents with the SEC.
Financial standards: NASDAQ has specific minimum financial standards related to revenue, earnings, market capitalization, and shareholder equity that must be met.
Corporate governance: The company must adopt strict corporate governance practices, such as appointing independent directors and establishing certain committees.
Minimum bid price: The stock must trade at or above a minimum bid price (typically $4 for initial listing).
Market makers: The company must have a minimum number of market makers who will ensure liquidity and smooth trading activity.
The relationship between 15c2-11 and NASDAQ
A company trading on the OTC markets and subject to Rule 15c2-11 must completely satisfy all NASDAQ's initial listing requirements to get approved for uplisting.
Once a company is uplisted and trading on the NASDAQ, it is automatically exempt from the requirements of Rule 15c2-11 because the rule only applies to OTC securities.
In short, the 15c2-11 certification process is a regulatory hurdle for OTC stocks. By qualifying for and meeting NASDAQ's far more rigorous listing standards, the company surpasses the need for any 15c2-11 compliance
Recent FDCT News
- Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405] • Edgar (US Regulatory) • 04/17/2026 09:30:46 PM
- Form NT 10-K - Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405 • Edgar (US Regulatory) • 03/30/2026 08:07:26 PM
- FDCTech Reports Strong Q3 2025 Results with Return to Profitability and Momentum Building into Q4 2025 with Strategic Acquisition • GlobeNewswire Inc. • 11/18/2025 05:00:00 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 11/13/2025 05:16:16 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 11/10/2025 10:28:22 PM
- FDCTech, Inc. Completes Acquisition of Alchemy International Ltd., a Licensed Securities Dealer in Seychelles • GlobeNewswire Inc. • 11/06/2025 09:00:00 PM
- Form DEFA14C - Additional information statement materials, definitive • Edgar (US Regulatory) • 10/01/2025 07:52:53 PM
- Form DEF 14C - Other definitive information statements • Edgar (US Regulatory) • 10/01/2025 07:49:42 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 09/19/2025 01:30:07 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 09/15/2025 08:40:24 PM
- FDCTech, Inc. Announces Official Launch of TradingView by Alchemy Markets • GlobeNewswire Inc. • 09/15/2025 01:40:00 PM
- FDCTech Strengthens Growth Trajectory and Uplisting Readiness with Shareholder-Approved Actions • GlobeNewswire Inc. • 09/11/2025 02:15:00 PM
- Form PRE 14C - Other preliminary information statements • Edgar (US Regulatory) • 09/10/2025 01:30:06 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 08/13/2025 07:19:45 PM
- Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend] • Edgar (US Regulatory) • 08/11/2025 06:24:18 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 08/11/2025 01:30:17 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 06/05/2025 09:29:48 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 05/14/2025 01:50:08 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 05/13/2025 07:44:35 PM

