QCLS Form 4 shows director now holds 25,000 common shares

Rhea-AI Filing Summary

Q/C Technologies, Inc. (QCLS) reported an equity award to one of its directors. On November 14, 2025, the director acquired 22,839 shares of common stock at a reported price of $0, bringing the director’s beneficial ownership to 25,000 shares held directly. The filing explains that this reflects a grant of restricted stock units (RSUs) that were originally granted on October 3, 2025, subject to stockholder approval of an amendment to the company’s 2021 Equity Incentive Plan. Stockholders approved that plan amendment on November 14, 2025, and the RSUs vested immediately upon issuance on that date, resulting in the reported share ownership.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Friscia Stephen

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common stock	22,839	$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
Estimated average burden
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^*

Friscia Stephen

(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		22,839	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/ Stephen Friscia	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 transaction did Q/C Technologies (QCLS) report in this Form 4?

The company reported that a director acquired 22,839 shares of common stock on November 14, 2025, increasing the director’s beneficial ownership to 25,000 shares held directly.

How were the 22,839 QCLS shares received by the director?

The 22,839 shares represent a grant of restricted stock units (RSUs) that converted into common stock and vested immediately upon issuance after stockholder approval of the plan amendment.

When were the RSUs for Q/C Technologies (QCLS) originally granted and approved?

The RSUs were granted on October 3, 2025, subject to stockholder approval of an amendment to the 2021 Equity Incentive Plan, which stockholders approved on November 14, 2025.

What is the reported price for the QCLS shares acquired by the director?

The Form 4 lists a price of $0 for the 22,839 shares, consistent with shares issued upon vesting of equity awards rather than an open-market purchase.

What is the director’s role at Q/C Technologies (QCLS) according to the Form 4?

The Form 4 identifies the reporting person as a director of Q/C Technologies, Inc.

Did the Q/C Technologies (QCLS) RSUs vest immediately?

Yes. The filing states that the RSUs vested immediately upon issuance after stockholders approved the amendment to the 2021 Equity Incentive Plan on November 14, 2025.