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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment No. 1)
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 30, 2025
Q/C Technologies, Inc.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
001-36268 |
|
22-2983783 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
No.) |
|
(IRS
Employer
Identification
No.) |
|
1185
Avenue of the Americas, Suite 249
New
York, NY |
|
10036 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (856) 848-8698
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
Registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.001 per share |
|
QCLS |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
This
Amendment No. 1 on Form 8-K/A is being filed to amend the Current Report on Form 8-K filed by Q/C Technologies, Inc. (the “Company”)
on October 3, 2025 (the “Original Report”), solely to include information regarding a grant of Restricted Stock Units of
the Company (“RSUs”) to a director of the Company that was inadvertently omitted from Item 5.02 of the Original Report. Except
as described herein, no other parts of the Original Report presented incorrect information. For convenience, the Company has repeated
the full text of Item 5.02 of the Original Report below with corrected information included. Capitalized terms used and not otherwise
defined herein shall have the meanings given to such terms in the Original Report.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October
3, 2025 (the “Grant Date”), the Board of Directors (the “Board”) of the Company approved grants to each of Joshua
Silverman, the Company’s Executive Chairman, Christopher Schriber, a director of the Company, Bill White, a director of the Company,
Stephen Friscia, a director of the Company, Mitchell Glass, the Company’s Chief Medical Officer and director of the Company, Gary
Rauch, the Company’s Vice President of Finance, and Bruce Bernstein, a director of the Company, of an aggregate of 225,000
RSUs consisting of: (i) 8,644 RSUs to Mr. Silverman, 2,161 RSUs to Mr. Schreiber, 2,161 RUSs to Mr. White, 2,161
RUSs to Mr. Friscia, 1,080 RSUs to Mr. Glass and 1,080 RSUs to Mr. Rauch (the “Initial Grants”), which
Initial Grants were issued and fully vested on the Grant Date, and (ii) 91,356 RSUs to Mr. Silverman, 22,839 RSUs to
Mr. Schreiber, 22,839 RSUs to Mr. White, 22,839 RSUs to Mr. Friscia, 11,420 RSUs to Mr. Glass, 11,420 RSUs to
Mr. Rauch and 25,000 RSUs to Mr. Bernstein (the “Additional Grants”), which Additional Grants will be issued,
and will fully vest upon, receipt of stockholder approval of an increase in the shares reserved and available under the Company’s
Q/C Technologies, Inc. 2021 Equity Incentive Plan (as amended, the “Plan”). The Initial RSUs and Additional RSUs were issued
or will be issued, as applicable, pursuant to the Plan.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Q/C TECHNOLOGIES, INC. |
| |
|
|
| Date:
October 6, 2025 |
By:
|
/s/
Joshua Silverman |
| |
Name: |
Joshua
Silverman |
| |
Title: |
Executive
Chairman |
