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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
14, 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.) |
| 333 Bush Street, Suite 1400 |
|
|
| San Francisco, CA |
|
94104 |
| (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
1.01 Entry into a Material Definitive Agreement.
Yossef
Ehrlichman Employment Agreement
The
information set forth in Item 5.02 of this Current Report regarding the First Amendment and Original Agreement (as defined in Item 5.02,
below) is incorporated by reference into this Item 1.01.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Yossef Ehrlichman as Chief Technology Officer
On
September 14, 2026, Yossef Ehrlichman was appointed Chief Technology Officer (the “CTO”) of Q/C Technologies,
Inc. (the “Company”). Dr. Ehrlichman, 49 years old, is a pioneering photonics scientist and engineering leader
whose work spans nearly two decades at the intersection of digital information and light. An early contributor to optical digital-to-analog
conversion, he has co-invented patented optical devices and contributed to silicon photonics and integrated laser technology. Across
senior roles at Axalume (Senior Member of Technical Staff from April 2018 to December 2024), Raytheon (Senior Principal Engineer from
December 2024 to September 2025) and Bascom Hunter Technologies (Senior Photonics Engineer from September 2025 to August 2026), he has
carried designs through chip architecture, foundry fabrication, packaging and high-speed testing. Since August 1, 2026, Dr. Ehrlichman
has served as Founding Manager of Photonic Integrated Circuit (“PIC”) Development of the Company. Now CTO of the Company,
he leads optical processor development with a powerful combination of original scientific insight and hands-on engineering experience—credentials
that make him a formidable leader for turning optical computing into working hardware. Dr. Ehrlichman holds a Ph.D. and an M.Sc.
in Electrical Engineering from Tel Aviv University and an MBA from the Technion – Israel Institute of Technology.
On
September 14, 2026, the Company and Dr. Ehrlichman entered into a First Amendment (the “First Amendment”) to
the employment agreement, dated August 1, 2026, by and between the Company and Dr. Ehrlichman (the “Original Agreement”
and, together with the First Amendment, the “Employment Agreement”). The First Amendment amends the Original Agreement
to (i) change his title from Founding Manager of PIC Development to CTO and (ii) increase his annual base salary from $260,000 to $275,000.
The Employment Agreement provides for (x) a restricted stock award grant, subject to stockholder approval of an increase in shares reserved
under the Company’s long-term incentive plan, with a grant date fair market value of $250,000, vesting in three equal installments
on the annual anniversaries of the grant date provided that Dr. Ehrlichman continues to remain employed through the applicable vesting
date; (y) at-will employment with 30 days’ advance written notice (the “Notice Period”) for termination by either
party; and (z) customary confidentiality, non-solicitation and non-recruitment (six months post-termination), mutual non-disparagement,
and invention assignment provisions. Unless the Company terminates the Employment Agreement immediately and without notice for Cause
(as defined in the Original Agreement), the Company will pay Dr. Ehrlichman an amount equal to his base salary through the end of the
Notice Period. Upon any termination, the Company will pay Dr. Ehrlichman for any unpaid base salary accrued through the date of termination
and any unreimbursed expenses. The Employment Agreement is governed by New York law.
There
is no arrangement or understanding between Dr. Ehrlichman and any other person pursuant to which he was appointed as CTO. There are no
family relationships between Dr. Ehrlichman and any director or executive officer of the Company. Dr. Ehrlichman has no transaction reportable
under Item 404(a) of Regulation S-K.
The
foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the First Amendment and the Original Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively,
to this Current Report and are incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
September 15, 2026, the Company issued a press release announcing the appointment of Dr. Ehrlichman as CTO. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report.
The
information in Item 7.01 of this Current Report, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
First
Amendment to Employment Agreement, dated September 14, 2026, by and between Q/C Technologies, Inc. and Yossef Ehrlichman. |
| |
|
|
| 10.2 |
|
Employment Agreement, dated August 1, 2026, by and between Q/C Technologies, Inc. and Yossef Ehrlichman. |
| |
|
|
| 99.1 |
|
Press Release, dated September 15,
2026, issued by Q/C Technologies, Inc. |
| |
|
|
| 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 18, 2026 |
By: |
/s/
Joshua Silverman |
| |
Name: |
Joshua
Silverman |
| |
Title: |
Executive
Chairman |
Exhibit 99.1
Q/C Technologies Names Yossef Ehrlichman Chief Technology
Officer
to Lead Optical Processor Development
Proprietary silicon photonic architecture targets
critical bandwidth, energy efficiency and
scalability demands of AI inference
Optical processors aim to cut the energy and
bandwidth cost of moving data in AI systems
SAN FRANCISCO, September 15, 2026 —
Q/C Technologies, Inc. (Nasdaq: QCLS) (“Q/C Technologies” or “the Company”), a developer of next-generation optical
computing solutions, today announced the appointment of Chief Technology Officer Yossef (“Yossi”) Ehrlichman, Ph.D. Dr. Ehrlichman
joined the Company earlier this year as founding manager of photonic integrated circuit (PIC) development and will now lead the Company’s
optical processing unit (OPU) program and overall technology strategy.
Dr. Ehrlichman brings 15 years of experience developing and commercializing
silicon photonic integrated circuits, spanning device design, foundry process development and volume production. He is a named inventor
on issued U.S. patents covering linearized optical digital-to-analog conversion and multi-electrode micro-ring devices — two of
the building blocks central to the Company’s OPU architecture.
“Scaling optical computing for AI means addressing
the energy and time spent moving data and converting signals between electronics and optics,” said Dr. Ehrlichman. “Our integrated
photonics program is developing the components needed to keep data in optical form through more of the computation and bring those
components together into scalable systems. These efforts lay the foundation for our long-term goal of integrating optical processing
and memory in a complete computing platform. We are taking a staged approach, with clear milestones, and I look forward to reporting
our progress.”
“Yossi combines deep silicon photonics experience with a disciplined,
milestone-driven engineering approach, and he has already built the foundation of an exceptional team, that we are continuing to expand,”
said Executive Chairman Joshua Silverman. “With Yossi leading our integrated photonics track alongside our optical AI model for
image generation, Q/C Technologies is pursuing optical computing from two complementary directions. We will update shareholders as the
program reaches each of its defined milestones.”
About Q/C Technologies, Inc.
Q/C Technologies believes the next leap in frontier computing is optical.
The Company is pioneering next-generation optical computing solutions designed to harness the properties of light to perform complex computations
naturally via interference. Overcoming key challenges posed by electronic GPUs, Q/C Technologies seeks to develop proprietary optical
processing units with orders of magnitude faster clock speed and bandwidth and vastly improved energy efficiency relative to traditional
computing architectures. qctechnologies.com
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements
to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of
the date they are made and neither the Company nor its affiliates assume any duty to update forward-looking statements. Words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “may,”
“plan,” “will,” “would’’ and other similar expressions are intended to identify these forward-looking
statements. Forward-looking statements include, but are not limited to, statements regarding (i) development of parts of the Company’s
integrated photonics programs, (ii) bringing components into a scalable system, (iii) the Company’s long-term goal of integrating
optical processing and memory in a complete computing platform, (iv) expansion of the Company’s team, (v) the Company’s pursuit
of optical computing from two complementary directions, (vi) the Company’s ability to hit the milestones, and (vii) Dr. Ehrlichman’s
potential impact on the Company’s success. Important factors that could cause actual results to differ materially from those indicated
by such forward-looking statements include, without limitation: the development, performance and scalability of its optical computing
products and related technologies, unanticipated financial setbacks, the Company needing to pursue financing options that could adversely
impact its liabilities due to adverse market conditions, the Company’s ability to successfully develop new technologies; increased
levels of competition; changes in political, economic or regulatory conditions generally and in the markets in which the Company operates;
the Company’s ability to retain and attract senior management, engineers and other key employees; and the Company’s ability
to quickly and effectively respond to new technological developments. A discussion of these and other factors with respect to the Company
is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent reports that the Company
files with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company
disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events
or otherwise.
Investor Contact:
800-507-9010