Non-Reliance of Financial Report (Form 8-K)

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a) Non-Reliance Determination

On June 3, 2026, the Board of Directors (the "Board") of FDCTech, Inc. (the "Company"), after consultation with management and LAO Professionals ("LAO"), the Company's current independent registered public accounting firm, and having completed its evaluation of the nature and magnitude of the errors described below, concluded that the following previously issued financial statements of the Company should no longer be relied upon: (i) the audited consolidated financial statements as of and for the fiscal year ended December 31, 2024, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 31, 2025 (the "2024 Form 10-K"), together with the related report of Olayinka Oyebola & Co. ("Olayinka"); (ii) the audited consolidated financial statements as of and for the fiscal year ended December 31, 2025, included in the Company's Annual Report on Form 10-K filed with the SEC on April 17, 2026, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 22, 2026 (together, the "2025 Form 10-K"); (iii) the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2025, included in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025, as amended by Amendment No. 1 on Form 10-Q/A filed with the SEC on August 11, 2025; (iv) the unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2025, included in the Company's Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025; (v) the unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025, included in the Company's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025; and (vi) the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026, included in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026. Related earnings releases and other communications describing the Company's financial results for these periods should similarly no longer be relied upon.

Background

As previously disclosed in the Company's Current Report on Form 8-K filed on April 4, 2025, on April 3, 2025, the Board approved the dismissal of Olayinka as the Company's independent registered public accounting firm following Olayinka's designation as a Prohibited Service Provider by OTC Markets Group, and approved the engagement of LAO (PCAOB Firm ID: 7057) as its successor independent registered public accounting firm, effective April 3, 2025.

In connection with LAO's reaudit of the Company's consolidated financial statements for the fiscal year ended December 31, 2024 and the subsequent preparation of the Company's periodic reports and amendments thereto, management identified errors in the Company's previously issued financial statements affecting the periods described below. In addition, on May 11, 2026, the Company received a comment letter from the staff of the SEC's Division of Corporation Finance regarding, among other things, the presentation of client funds held by the Company's regulated brokerage subsidiaries; the matters raised in the staff's comments are addressed in the restatements described below. Management, in consultation with LAO, evaluated the identified errors, individually and in the aggregate, under SEC Staff Accounting Bulletin No. 99 (Materiality) and No. 108 and ASC Topic 250, "Accounting Changes and Error Corrections." Upon completion of that evaluation, and having determined the nature and magnitude of the errors, the Board reached the non-reliance conclusions described in this Item 4.02 on June 3, 2026.