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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): March 9, 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 4.01 Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm
On
March 9, 2026, the Audit Committee of the Board of Directors (the “Committee”) of Q/C Technologies, Inc. (the “Company”)
approved the dismissal of Stephano Slack LLC (“Stephano Slack”) as the Company’s independent registered public accounting
firm, effective as of the same date.
The
reports of Stephano Slack on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and December
31, 2023, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit
scope or accounting principles, except as follows: Stephano Slack’s report on the consolidated financial statements of the Company
as of December 31, 2024 and 2023 and for each of the years then ended, contained a separate paragraph stating, “The accompanying
consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the consolidated financial statements, the Company has experienced a net loss and negative cash flows from operations for the year
ended December 31, 2024, which raises substantial doubt about their ability to continue as a going concern. Management’s plans
in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.”
From
October 3, 2023, through March 9, 2026, the date of Stephano Slack’s dismissal, there were (a) no disagreements (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Stephano Slack on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of Stephano Slack, would have caused Stephano Slack to make reference to such disagreement in its reports, if such reports
had been issued, and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
The
Company provided Stephano Slack with a copy of this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange
Commission (the “SEC”) and requested that Stephano Slack furnish the Company with a letter addressed to the SEC, pursuant
to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statements and, if it does not agree, the respects in which
it does not agree. A copy of the letter, dated March 11, 2026, is filed as Exhibit 16.1 (which is incorporated by reference herein) to
this Current Report on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting Firm
On
March 9, 2026, the Committee engaged Grassi & Co., CPAs, P.C. (“Grassi”) as the Company’s independent registered
public accounting firm to audit the Company’s financial statements for the year ended December 31, 2025, effective immediately.
During the fiscal years ended December 31, 2025, and December 31, 2024, and the subsequent interim period through March 9, 2026, neither
the Company nor anyone on its behalf has consulted with Grassi regarding (i) the application of accounting principles to any specified
transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements,
and neither a written report nor oral advice was provided to the Company that Grassi concluded was an important factor considered by
the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the
subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as
defined in Item 304(a)(1)(v) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 16.1 |
|
Letter dated March 11, 2026, from Stephano Slack LLC to the U.S. Securities and Exchange Commission. |
| 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:
March 13, 2026 |
By: |
/s/
Joshua Silverman |
| |
Name: |
Joshua
Silverman |
| |
Title: |
Executive
Chairman |
