Q/C Technologies ends Shkreli-linked consulting deal

Q/C Technologies ends two consulting agreements and announces the same-day resignation of director Chelsea Voss, which it states did not arise from any disagreement.

Available on EDGAR 09/11/2026 - 04:31 PM EDT Accepted by SEC EDGAR 09/11/2026 - 04:30 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Q/C Technologies, Inc. (QCLS) reports that on September 10, 2026 it mutually terminated two consulting agreements, one with Chelsea Voss and one with Ocean Avenue Holdings LLC, an entity affiliated with Martin Shkreli, with both terminations effective immediately.

On the same date, Chelsea Voss resigned from the company’s Board of Directors. The company states that her resignation was not the result of any disagreement with its operations, policies, or practices. An exhibit lists the cover page interactive data file formatted as Inline XBRL.

8-K Event Classification

3 items: 1.02, 5.02, 9.01

3 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Consulting agreement termination date: September 10, 2026 Director resignation date: September 10, 2026 Exhibit number: 104

3 metrics

Consulting agreement termination date September 10, 2026 Mutual termination date of consulting agreements with Chelsea Voss and Ocean Avenue Holdings LLC

Director resignation date September 10, 2026 Date Chelsea Voss resigned from the Board of Directors

Exhibit number 104 Cover Page Interactive Data File (Inline XBRL) listed as an exhibit

Key Terms

material definitive agreement, Emerging growth company, Inline XBRL

3 terms

material definitive agreement regulatory

"Item 1.02 Termination of a Material Definitive Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Emerging growth company regulatory

"Emerging growth company Item 1.02"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"Cover Page Interactive Data File (formatted as Inline XBRL)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreements did QCLS terminate on September 10, 2026?

The company mutually terminated two consulting agreements effective September 10, 2026: one with Chelsea Voss dated January 16, 2026, and one with Ocean Avenue Holdings LLC, an entity affiliated with Martin Shkreli, dated December 8, 2025.

Did QCLS director Chelsea Voss resign, and when?

Yes. Chelsea Voss resigned as a member of Q/C Technologies’ Board of Directors on September 10, 2026. The company states that her resignation was not due to any disagreement with its operations, policies, or practices.

Were the terminations of the QCLS consulting agreements effective immediately?

Yes. Both the consulting agreement with Chelsea Voss and the consulting agreement with Ocean Avenue Holdings LLC were mutually terminated effective immediately on September 10, 2026.

Is there any disclosed disagreement behind Chelsea Voss’s resignation from QCLS?

The company states that Chelsea Voss’s resignation from the Board of Directors was not the result of any disagreement with the operations, policies or practices of Q/C Technologies, Inc.

What exhibit did QCLS file with this Form 8-K?

The filing includes Exhibit 104, described as the Cover Page Interactive Data File, formatted as Inline XBRL.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 10, 2026

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. ☐

Item 1.02 Termination of a Material Definitive Agreement.

Termination of Chelsea Voss Consulting Agreement

On September 10, 2026, Q/C Technologies, Inc. (the “Company”) and Chelsea Voss mutually terminated, effective immediately, that certain consulting agreement, dated as of January 16, 2026, originally reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2026.

Termination of Ocean Avenue Consulting Agreement

On September 10, 2026, the Company and Ocean Avenue Holdings LLC, an entity affiliated with Martin Shkreli, mutually terminated, effective immediately, that certain consulting agreement, dated as of December 8, 2025, originally reported on the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2025.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chelsea Voss

On September 10, 2026, Chelsea Voss resigned as a member of the Company’s Board of Directors. Chelsea Voss’s resignation was not the result of any disagreement with the operations, policies or practices of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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: September 11, 2026	By:	/s/ Joshua Silverman
	Name:	Joshua Silverman
	Title:	Executive Chairman

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB