{"url_path":"/sec/fdct/8-k/2026-06-23/item-4-02","section_key":"item-4-02","section_title":"Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1722731/0001493152-26-029812-index.html","accession_number":"0001493152-26-029812","cik":"0001722731","ticker":"FDCT","issuer_name":"FDCTECH, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1722731/0001493152-26-029812-index.html","primary_entity_key":"0001722731","primary_entity_name":"FDCTECH, INC."},"word_count":1000,"has_tables":true,"body_markdown":"**Item\n4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.**\n\n \n\n**(a)\nNon-Reliance Determination**\n\n \n\nOn\nJune 23, 2026, the Board of Directors (the “Board”) of FDCTech, Inc. (the “Company”), after consultation with\nmanagement and LAO Professionals (“LAO”), the Company’s current independent registered public accounting firm, and\nhaving completed its evaluation of the nature and magnitude of the errors described below, concluded that the following previously issued\nfinancial statements of the Company should no longer be relied upon: (i) the unaudited condensed consolidated financial statements as\nof and for the three months ended March 31, 2024, included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on\nDecember 31, 2024; (ii) the unaudited condensed consolidated financial statements as of and for the three and six months ended June 30,\n2024, included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 31, 2024; and (iii) the unaudited\ncondensed consolidated financial statements as of and for the three and nine months ended September 30, 2024, included in the Company’s\nQuarterly Report on Form 10-Q filed with the SEC on December 31, 2024 (collectively, the “Affected 2024 Interim Periods”).\nRelated earnings releases and other communications describing the Company’s financial results for the Affected 2024 Interim Periods\nshould similarly no longer be relied upon.\n\n \n\n**Background**\n\n \n\nAs\npreviously disclosed in the Company’s Current Report on Form 8-K filed on April 4, 2025, on April 3, 2025 the Board approved the\ndismissal of Olayinka Oyebola & Co. (“Olayinka”) as the Company’s independent registered public accounting firm\nfollowing Olayinka’s designation as a Prohibited Service Provider by OTC Markets Group, and approved the engagement of LAO (PCAOB\nFirm ID: 7057) as its successor independent registered public accounting firm, effective April 3, 2025.\n\n \n\nOn\nJune 3, 2026, the Company filed a Current Report on Form 8-K under Item 4.02 concluding that certain previously issued financial statements,\nincluding its audited consolidated financial statements as of and for the fiscal year ended December 31, 2024, should no longer be relied\nupon, and the Company restated those financial statements in Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended\nDecember 31, 2024, filed with the SEC on June 8, 2026. Subsequently, on June 18, 2026, the Company received a comment letter from the\nstaff of the SEC’s Division of Corporation Finance which, among other things, requested that the Company address whether the restatement\nof its fiscal year 2024 financial statements also affected the Company’s 2024 interim periods. Management, in consultation with\nLAO, evaluated the effect of the previously identified errors on the Company’s unaudited condensed consolidated financial statements\nfor the Affected 2024 Interim Periods, individually and in the aggregate, under SEC Staff Accounting Bulletin No. 99 (Materiality) and\nNo. 108 and ASC Topic 250, “Accounting Changes and Error Corrections.” Upon completion of that evaluation, the Board reached\nthe non-reliance conclusion described in this Item 4.02 on June 23, 2026.\n\n \n\n \n\n \n\n \n\n**Nature\nof the Errors Affecting the Affected 2024 Interim Periods**\n\n \n\nThe\nerrors that gave rise to the restatement of the Company’s fiscal year 2024 financial statements, as described in the Company’s\nCurrent Report on Form 8-K filed June 8, 2026 and in Note 4 to the consolidated financial statements included in Amendment No. 2 to the\n2024 Form 10-K, also affected each of the Affected 2024 Interim Periods to the extent the underlying balances and transactions were reflected\nin those periods. These errors comprise, principally: (a) the correction of general and administrative expense; (b) the misclassification\nof client funds of Alchemy Prime Limited (“APL”) and Alchemy Markets Ltd. (“AML”) within the Company’s\ncash; (c) the misclassification of certain related party cash credits as cash on hand rather than as related party advances; (d) the\nmisclassification of a subscription receivable as a current asset rather than as contra-equity in accordance with ASC 505-10-45-2; (e)\nintercompany elimination errors within related party receivable; (f) the omission of 500,000 shares of common stock issued in October\n2021, recognized retrospectively; (g) the segregation of client funds held by the Company’s regulated brokerage subsidiaries as\nrestricted cash in accordance with ASC 230-10-50-8; and (h) errors in the foreign currency translation adjustment and in the related\nallocation between the controlling and noncontrolling interests (ASC 220-10; ASC 810-10).\n\n \n\n**Availability\nof Restated Financial Information**\n\n \n\nThe\nrestated financial information for the Affected 2024 Interim Periods is presented as comparative prior-period information in the Company’s\nQuarterly Reports on Form 10-Q for the corresponding interim periods of fiscal year 2025 — the three months ended March 31, 2025,\nthe three and six months ended June 30, 2025, and the three and nine months ended September 30, 2025 — as amended. The Company\ndoes not intend to file separate amendments to its Quarterly Reports on Form 10-Q for the Affected 2024 Interim Periods. Investors and\nother readers should rely on the restated comparative information presented in the foregoing fiscal year 2025 Quarterly Reports, as amended,\nrather than the previously issued financial statements for the Affected 2024 Interim Periods.\n\n** **\n\n**Internal\nControl Considerations**\n\n \n\nIn\nconnection with the restatements, management identified material weaknesses in the Company’s internal control over financial reporting.\nA description of the material weaknesses and of management’s remediation plan is included in Item 9A (Controls and Procedures)\nof the Company’s amended Annual Reports and in Item 4 (Controls and Procedures) of the Company’s amended Quarterly Reports.\n\n \n\n**Communications\nwith Independent Registered Public Accounting Firms**\n\n \n\nThe\nBoard, which performs the functions of an audit committee, discussed the matters disclosed in this Item 4.02 with LAO, the Company’s\ncurrent independent registered public accounting firm. To the extent the Company’s unaudited interim financial statements for the\nAffected 2024 Interim Periods were reviewed by Olayinka, which was dismissed effective April 3, 2025 and is no longer the Company’s\nindependent registered public accounting firm, the Company has notified Olayinka of the non-reliance determinations described herein\nand has provided Olayinka with a copy of the disclosures the Company is making in this Current Report."}