FDCTech, Inc. Files Amended 10-K/A With Key Restatements and Subsidiary Updates

Key Highlights for Investors

• Amendment to Annual Report: FDCTech, Inc. (“FDCT” or the “Company”) has filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
• Restatement of Financial Statements: The amendment includes corrections to previously reported financials, most notably in foreign currency translation adjustments, which significantly impact total comprehensive income for the years 2024 and 2025.
• Updated Subsidiary Structure: The Company provides a detailed breakdown of its subsidiaries, including several international regulated entities acquired or consolidated in 2024-2025, which could have strategic implications for expansion and revenue diversification.
• Market Capitalization and Share Data: As of June 30, 2025, the aggregate market value of public float was approximately \$20.3 million, with over 423 million shares outstanding as of April 21, 2026.
• Emerging Growth and Small Reporting Status: The Company is classified as a “smaller reporting company” and an “emerging growth company,” which may affect its compliance obligations and investor expectations.

Details of the Amendment and Restatement

The 10-K/A amendment was filed to address several material corrections and updates, which are crucial for shareholders and potential investors:

• Correction of Related Party Disclosures: The amendment fixes the cross-reference to the related party note in the independent auditor’s report, improving transparency on insider transactions.
• Restatement of Foreign Currency Translation Adjustment: The translation adjustment for 2025 was restated from (\$313,484) to \$386,265 and for 2024 from \$72,781 to (\$298,009). These are significant swings that affect the company’s total comprehensive income and may impact valuation models and investor sentiment.
• Comprehensive Income Impact: The restatement leads to corresponding corrections to total comprehensive income and comprehensive income attributable to FDCTech stockholders for each affected period.
• Recent Accounting Pronouncements: Updates were made to Note 2 regarding new accounting standards, which may affect future reporting and comparability.
• New Note on Client Funds: Note 11, “Client Funds,” was added, addressing the handling and reporting of client money—an important issue for regulatory compliance and investor trust.
• Comprehensive Income & Note Renumbering: Note 14 on comprehensive income was updated, and subsequent notes were renumbered accordingly.
• Preferred Stock Disclosure: Additional disclosure was provided regarding the Certificate of Designation (COD) of Series B Convertible Preferred Stock and closing subsequent events.
• Further Restatement Details: Note 4 was updated to add “Adjustment H”—correction of the foreign currency translation adjustment for Fiscal Year 2024 (a swing of \$225,228), with all related tables conformed accordingly.
• Reissuance of Auditor’s Report: The independent auditor’s report by LAO Professionals was reissued and re-dated to April 22, 2026, reflecting the adjustments above.
• Date Reference Updates: Filing and reference dates were updated throughout the document for accuracy and compliance.

Shareholders should note: These changes do not modify any other disclosures in the original Form 10-K besides those listed above.

Company Profile and Subsidiary Structure

FDCTech, Inc. is a financial technology company specializing in software solutions and business services for the over-the-counter (OTC) brokerage and financial services sector. Its flagship product, Condor Trading Technology, supports multi-asset trading (including forex, equities, commodities, and digital assets).

Subsidiary Overview:

Strategic Significance: The Company’s international expansion and regulatory positioning through these subsidiaries (especially in the UK, Malta, Cyprus, and Asia) position FDCTech to capture diversified revenue streams and reduce jurisdictional risk.

Other Important Shareholder Information

• Market Value of Public Float: As of June 30, 2025, the aggregate market value of non-affiliate-held common stock was approximately \$20.3 million (based on a closing price of \$0.048 per share).
• Shares Outstanding: There were 423,084,729 common shares outstanding as of April 21, 2026.
• SEC Compliance & Filings: FDCTech is a fully reporting public company, not a shell company, and is in compliance with SEC reporting obligations. It is not a well-known seasoned issuer but is an emerging growth and smaller reporting company.
• Error Correction and Restatement: The financial statements in this filing reflect the correction of an error to previously issued financial statements. However, no restatement required a recovery analysis of incentive-based compensation for executives.

Potential Price-Sensitive Information

• Restatement of Currency Translation Adjustments: The restatement from a negative to a positive adjustment for 2025 and vice versa for 2024 is significant and directly affects comprehensive income. Investors should reassess historical performance and valuation models in light of these restatements.
• Subsidiary and Geographic Expansion: The full consolidation of several international subsidiaries, especially regulated brokerage arms, indicates a strategic shift and could lead to higher revenue volatility but also greater market opportunities.
• Correction of Related Party Disclosure: Enhanced transparency in related party transactions, as corrected in this amendment, increases governance confidence but may also draw scrutiny if further issues are identified.
• Preferred Stock Disclosure: The addition of Series B Convertible Preferred Stock details and subsequent events is important for understanding equity structure and potential dilution.

Conclusion

The filing of this amended 10-K/A by FDCTech, Inc. is a material event for investors. The restatement of key financial data, the clarification of related party transactions, and the expansion of international operations through new and existing subsidiaries could significantly impact share value. Investors should review the full amendment and consider the implications for earnings quality, governance, and future growth.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should review all filings in their entirety and consult with a qualified financial advisor before making investment decisions. The information herein is based on the company’s public filings as of the date of the report and may be subject to change.

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