QCLS Form 4 shows director receiving 25,000 Q/C Technologies shares

Rhea-AI Filing Summary

Q/C Technologies, Inc. (QCLS) reported that one of its directors acquired company stock through an equity award. On November 14, 2025, the director received 25,000 shares of common stock classified as acquired at a price of $0, held as direct ownership after the transaction. According to the explanation, this reflects a grant of Restricted Stock Units (RSUs) originally awarded on October 3, 2025, which was subject to stockholder approval of an amendment to the company’s 2021 Equity Incentive Plan. Stockholders approved the plan amendment on November 14, 2025, and the RSUs vested immediately upon issuance, resulting in the director’s beneficial ownership of these 25,000 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Bernstein Bruce

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common stock	25,000	$0.00	--

Holdings After Transaction: Common stock — 25,000 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bernstein Bruce

(Last) (First) (Middle)

1185 AVENUE OF THE AMERICAS, SUITE 249

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Q/C TECHNOLOGIES, INC. [ QCLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	11/14/2025		A		25,000	A	$0(1)	25,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of Restricted Stock Units ("RSUs"). The RSUs were granted to the Reporting Person on October 3, 2025, subject to stockholder approval of an amendment to the Issuer's Q/C Technologies, Inc. 2021 Equity Incentive Plan (the "Plan Amendment"), under which the RSUs were granted. The Issuer's stockholders approved the Plan Amendment on November 14, 2025. The RSUs vested immediately upon issuance.

	/s/ Bruce Bernstein	11/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Q/C Technologies (QCLS) report on this Form 4?

The filing reports that a director of Q/C Technologies, Inc. (QCLS) acquired 25,000 shares of common stock through a grant of Restricted Stock Units that vested into shares.

How many QCLS shares did the director acquire and at what price?

The director acquired 25,000 shares of Q/C Technologies common stock at a reported price of $0, reflecting the settlement of RSUs rather than an open-market purchase.

When did the QCLS RSU-related transaction become effective?

The transaction became effective on November 14, 2025, when stockholders approved the amendment to the 2021 Equity Incentive Plan and the 25,000 RSUs vested immediately into common shares.

What plan governs the RSU grant reported by Q/C Technologies (QCLS)?

The RSUs were granted under Q/C Technologies, Inc. 2021 Equity Incentive Plan, as amended by a stockholder-approved plan amendment on November 14, 2025.

What is the director’s form of ownership for the 25,000 QCLS shares?

Following the transaction, the 25,000 shares of Q/C Technologies common stock are reported as held under direct ownership by the director.

Did the QCLS RSUs have any vesting condition tied to shareholder approval?

Yes. The Restricted Stock Units were granted on October 3, 2025 and were subject to stockholder approval of an amendment to the 2021 Equity Incentive Plan; once approval occurred on November 14, 2025, the RSUs vested immediately.