Q/C Technologies Inc SEC Filings

PharmaCyte Biotech, Inc., as a reporting person and 10% owner of Q/C Technologies, Inc. (QCLS), reported derivative equity transactions on a Form 4. On 09/04/2025, the reporting person acquired 889,865 shares of Series H Convertible Preferred Stock and related warrants, each ultimately linked to 889,865 shares of common stock. The Series H preferred is convertible into common stock at a conversion price of $3.3713 per share, subject to adjustment, and its conversion rights do not expire. Both the Series H preferred and the warrants became convertible only after shareholders approved the issuance of the underlying common stock at a special meeting held on November 14, 2025, with the warrants expiring on November 14, 2030.

Q/C Technologies, Inc. (QCLS)11,420 shares of common stock through a grant of restricted stock units at a price of $0 per share, bringing their directly held beneficial ownership to 12,500 shares. The RSUs were originally granted on 10/03/2025, subject to stockholder approval of an amendment to the company’s 2021 Equity Incentive Plan. Stockholders approved this plan amendment on 11/14/2025, and the RSUs vested immediately upon issuance.

Q/C Technologies, Inc. (QCLS) reported an equity award to a director. A board member received 22,839 shares of common stock on November 14, 2025, reported as acquired at a price of $0, bringing this person’s directly held stake to 25,024 shares after the transaction. The shares represent restricted stock units that were originally granted on October 3, 2025 under the company’s 2021 Equity Incentive Plan, subject to stockholder approval of a plan amendment. Stockholders approved that amendment on November 14, 2025, and the RSUs vested immediately upon issuance.

Q/C Technologies, Inc. (QCLS) reported an equity award to one of its directors. On November 14, 2025, the director acquired 22,839 shares of common stock at a reported price of $0, bringing the director’s beneficial ownership to 25,000 shares held directly. The filing explains that this reflects a grant of restricted stock units (RSUs) that were originally granted on October 3, 2025, subject to stockholder approval of an amendment to the company’s 2021 Equity Incentive Plan. Stockholders approved that plan amendment on November 14, 2025, and the RSUs vested immediately upon issuance on that date, resulting in the reported share ownership.

Q/C Technologies, Inc. (QCLS)November 14, 2025, the director received 25,000 shares of common stock classified as acquired at a price of $0, held as direct ownership after the transaction. According to the explanation, this reflects a grant of Restricted Stock Units (RSUs) originally awarded on October 3, 2025, which was subject to stockholder approval of an amendment to the company’s 2021 Equity Incentive Plan. Stockholders approved the plan amendment on November 14, 2025, and the RSUs vested immediately upon issuance, resulting in the director’s beneficial ownership of these 25,000 shares.

Q/C Technologies, Inc. (QCLS)November 14, 2025, the executive acquired 11,420 shares of common stock at a reported price of $0 through a grant of restricted stock units (RSUs). These RSUs were originally granted on October 3, 2025, but were subject to stockholder approval of an amendment to the company’s 2021 Equity Incentive Plan, which stockholders approved on November 14, 2025, causing the RSUs to vest immediately upon issuance. Following this transaction, the reporting person directly beneficially owns 12,500 shares of Q/C Technologies common stock.

Q/C Technologies, Inc. (QCLS) filed a Notification of Late Filing on Form 12b-25 for its Form 10-Q covering the nine months ended September 30, 2025. The company says it needs additional time to complete and finalize the financial statements required for the report.

Q/C Technologies anticipates filing the Form 10-Q on or before the fifth calendar day following the prescribed due date under Rule 12b-25.

Q/C Technologies, Inc. reported that stockholders reconvened on November 14, 2025 and approved a second amendment to the 2021 Equity Incentive Plan, increasing the shares available for awards by 1,375,000 to a new total of 1,400,000 common shares.

All proposals presented at the special meeting were approved. As context, holders with an aggregate of 1,129,053 votes were present in person or by proxy. On the record date of September 18, 2025, there were 2,052,974 common shares outstanding and multiple series of preferred stock outstanding with voting rights as limited by their certificates of designations. The company filed the plan amendment as Exhibit 10.1.

Q/C Technologies filed a definitive proxy for a virtual special meeting on November 10, 2025. Stockholders are asked to approve several capital actions the Board recommends “FOR,” including an issuance authorization under Nasdaq Listing Rule 5635(d), an equity plan increase, a potential reverse split, and a meeting adjournment right.

The Issuance Proposal seeks approval to issue common stock in an amount equal to or in excess of 20% of pre-transaction shares, covering shares underlying Series H and Series I preferred and multiple warrant grants, plus advisory and milestone securities. Following a 1‑for‑100 reverse split, Series H terms adjusted to a conversion price of $3.3713, with up to 2,076,351 Series H conversion shares and 2,076,351 investor warrants at $3.3713.

The plan amendment would add 1,375,000 shares, taking the 2021 Equity Incentive Plan to 1,400,000 shares. The Reverse Stock Split Proposal authorizes a Board‑selected ratio from 1‑for‑2 to 1‑for‑250. The Adjournment Proposal allows additional solicitation if needed. Common shares outstanding were 2,052,974 as of September 18, 2025; this is a baseline figure, not the amount being offered.