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2025-11-14
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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): November 14, 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. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
reported below under Item 5.07 of this Current Report on Form 8-K, on November 14, 2025, Q/C Technologies, Inc. (the “Company”)
reconvened a special meeting of stockholders which was adjourned from November 10, 2025 (the “Special Meeting”), at which
the Company’s stockholders approved the second amendment (the “Incentive Plan Amendment”) to the Q/C Technologies,
Inc. 2021 Equity Incentive Plan, as amended (the “Incentive Plan”), to increase the aggregate number of shares of common
stock, par value $0.001 per share (the “Common Stock”) available for the grant of awards under the Incentive Plan by 1,375,000,
to a total of 1,400,000 shares of Common Stock.
For
more information about the Incentive Plan Amendment, see the Company’s definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on October 20, 2025 (the “Proxy Statement”), the relevant portions of which are incorporated
herein by reference. The foregoing description of the Incentive Plan Amendment does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
November 14, 2025, the Company reconvened the Special Meeting. As of the close of business on September 18, 2025, the record date for
the Special Meeting, there were (i) 2,052,974 shares of Common Stock outstanding and entitled to an aggregate of 2,052,974 votes, (ii)
72,992 shares of Series D Convertible Preferred Stock, par value $0.001 per share (“Series D Preferred Stock”), outstanding
and entitled to an aggregate of 12 votes, (iii) 9,206 shares of Series G Convertible Preferred Stock, par value $0.001 per share (“Series
G Preferred Stock”), outstanding and entitled to an aggregate of 40,860 votes after the application of the limitation on voting
rights and the beneficial ownership limitations pursuant to the terms of the Series G Preferred Stock as set forth in the certificate
of designations for the Series G Preferred Stock, (iv) 7,000 shares of Series H Convertible Preferred Stock, par value $0.001 per share
(“Series H Preferred Stock”), outstanding and entitled to an aggregate of 357,045 votes after the application of the limitation
on voting rights and the beneficial ownership limitations pursuant to the terms of the Series H Preferred Stock as set forth in the certificate
of designations for the Series H Preferred Stock, (v) 747,362 shares of Series I Convertible Preferred Stock, par value $0.001 per share
(“Series I Preferred Stock” and, together with the Series D Preferred Stock, Series G Preferred Stock and Series H Preferred
Stock, the “Preferred Stock”), outstanding and entitled to an aggregate of 357,048 votes after the application of the limitation
on voting rights and the beneficial ownership limitations pursuant to the terms of the Series I Preferred Stock as set forth in the certificate
of designations for the Series I Preferred Stock, constituting all of the eligible securities entitled to vote on the proposals described
below, provided, however, that holders of the Company’s Series I Preferred Stock and the holders of the Company’s Series
H Preferred Stock were not entitled to vote on the Issuance Proposal (as defined below). Holders of the Company’s Common Stock
and Preferred Stock with a total aggregate voting power of 1,129,053 votes were present in person or represented by proxy at the Special
Meeting.
The
matters described below were submitted to a vote of the holders of the Company’s Common Stock and Preferred Stock at the Special
Meeting. Each proposal is described in detail in the Company’s Proxy Statement. All proposals were approved by the Company’s
stockholders.
| 1. |
Approval,
for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock (A) underlying (i) shares of Series
H Preferred Stock and warrants (the “Investor Warrants”) issued by the Company to investors pursuant to the terms of
that certain Securities Purchase Agreement, dated as of September 2, 2025, by and among the Company and the investors party thereto,
(ii) warrants issued by the Company pursuant to the terms of (a) that certain engagement letter, dated August 27, 2025, between the
Company and Rodman & Renshaw LLC, and (b) that certain engagement letter dated August 28, 2025, between the Company and GP Nurmenkari
Inc. (collectively, the “Placement Agent Warrants”), (iii) shares of Series I Preferred Stock, issued by the Company
pursuant to that certain Membership Interest Purchase Agreement (the “MIPA”), dated as of September 2, 2025, by and among
the Company, LPU Holdings LLC (“LPU”) and the members of LPU identified on the signature pages attached thereto, and
(iv) warrants issued by the Company pursuant to the terms of that certain consulting agreement, dated as of October 1, 2025, by and
among the Company, James Altucher and Z-List Media, Inc. (the “Consulting Warrants” and, together with the Investor Warrants
and Placement Agent Warrants, the “Warrants”), and (B) to be issued pursuant to (i) that certain engagement letter, dated
as of August 31, 2025, by and between the Company and Palladium Capital Group, LLC (the “Advisory Shares”), and (ii)
the MIPA upon the achievement of certain milestone events (such shares, the “Milestone Shares”), including shares of
Common Stock issuable upon certain warrants to be issued upon achievement of such milestone events (the “Milestone Warrants”),
in an amount equal to or in excess of 20% of the Company’s Common Stock outstanding immediately prior to the issuance of such
Series H Preferred Stock, Series I Preferred Stock, Warrants, Advisory Shares, Milestone Shares and Milestone Warrants (including
any issuance of shares of Common Stock upon the operation of anti-dilution provisions applicable to the Series H Preferred
Stock, Series I Preferred Stock and Warrants in accordance with their terms) (the “Issuance Proposal”). |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 598,427 |
|
52,744 |
|
455 |
|
477,427 |
| 2. |
Approval
of the Incentive Plan Amendment to increase the total number of shares of the Company’s Common Stock authorized for issuance
under such plan by 1,375,000, to a total of 1,400,000 shares of Common Stock (the “Incentive Plan Amendment Proposal”). |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 592,431 |
|
58,891 |
|
304 |
|
477,427 |
| 3. |
Approval
of an amendment to the Company’s Certificate of Incorporation, as amended (the “Charter”), to effect, at the discretion
of the board of directors (the “Board”) of the Company but prior to the one-year anniversary of the date on which the
reverse stock split is approved by the Company’s stockholders at the Special Meeting, a reverse stock split of all of the outstanding
shares of Common Stock, at a ratio in the range of 1-for-2 to 1-for-250, with such ratio to be determined by the Board in its discretion
and included in a public announcement (the “Reverse Stock Split Proposal”). |
| For |
|
Against |
|
Abstain |
| 998,290 |
|
129,096 |
|
1,667 |
| 4. |
Approval
of a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one
or more of the proposals presented at the Special Meeting. |
| For |
|
Against |
|
Abstain |
| 1,001,603 |
|
106,352 |
|
21,098 |
For
more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
The results reported above are final voting results. No other matters were considered or voted upon at the Special Meeting.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Second Amendment to the Q/C Technologies, Inc. 2021 Equity Incentive Plan. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
November 14, 2025 |
By: |
/s/
Joshua Silverman |
| |
Name:
|
Joshua
Silverman |
| |
Title:
|
Executive
Chairman |
