FDCTECH, INC. 8-K

What Happened

• On June 3, 2026, FDCTech’s Board, after consulting management and the Company's current auditor LAO Professionals (PCAOB Firm ID: 7057), concluded that multiple previously issued financial statements should no longer be relied upon. The affected reports include audited consolidated statements for fiscal years 2024 and 2025 and several quarterly filings from Q1 2025 through Q1 2026.
• Management identified errors during LAO’s reaudit of the 2024 financials and while preparing subsequent periodic reports and amendments. The Company also received an SEC Division of Corporation Finance comment letter on May 11, 2026 addressing, among other things, the presentation of client funds held by the Company’s regulated brokerage subsidiaries; those matters are being addressed in the restatements.

Key Details

• Board non-reliance determination date: June 3, 2026.
• Affected filings (examples): 2024 Form 10-K (filed Mar 31, 2025); 2025 Form 10-K (filed Apr 17, 2026; amended Apr 22, 2026); Form 10-Qs covering Q1–Q3 2025 and Q1 2026 (filed May 13, 2025; Aug 14, 2025; Nov 13, 2025; May 15, 2026, with some prior amendments).
• Prior auditor Olayinka Oyebola & Co. was dismissed April 3, 2025 after being designated a Prohibited Service Provider by OTC Markets Group; LAO was engaged effective April 3, 2025.
• Management evaluated the errors under SEC SAB No. 99, SAB No. 108, and ASC 250 (error correction standards).

Why It Matters

• The Board’s determination means investors should not rely on FDCTech’s previously reported financial results for the identified periods until corrected. That may lead to restatements or amended reports, and investors should watch for updated filings and disclosures from the company.
• The SEC comment about client funds at regulated brokerage subsidiaries signals a substantive accounting and disclosure issue that could affect reported balances, liquidity presentation, or regulatory discussions; FDCTech is addressing these matters in its restatements.