Welcome to our dedicated page for TNF Pharmaceuticals SEC filings (Ticker: TNFA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The TNFA SEC filings page on Stock Titan provides access to the regulatory history of TNF Pharmaceuticals, Inc., the company that later became Q/C Technologies, Inc. and now trades on Nasdaq under the ticker QCLS. These filings document key corporate events, financing transactions and the formal name and ticker symbol change that marked the company’s shift from a clinical stage biopharmaceutical focus toward quantum-class photonic computing and blockchain infrastructure.
Among the notable documents is an 8-K filed on September 26, 2025, which reports the filing of a Certificate of Amendment to change the corporate name from TNF Pharmaceuticals, Inc. to Q/C Technologies, Inc. and confirms that the company’s common stock ceased trading under TNFA and began trading under QCLS on the Nasdaq Stock Market. Other 8-K and 8-K/A filings describe a Securities Purchase Agreement for a private placement of Series H convertible preferred stock and warrants, the creation of Series I convertible preferred stock in connection with the acquisition of LPU Holdings LLC, and amendments to existing Series F and Series F-1 preferred stock designations.
Filings also include a Form 12b-25 (NT 10-Q), in which the company explains that it was unable to file its Quarterly Report on Form 10-Q for the six months ended June 30, 2025, within the prescribed time period without unreasonable effort or expense and anticipated filing within the allowed extension period. Together, these documents give insight into the company’s capital structure, preferred stock terms, acquisition agreements, licensing arrangements with LightSolver Ltd., and steps taken to manage its SEC reporting obligations.
On Stock Titan, users can review these TNFA filings alongside AI-powered summaries designed to clarify complex sections of 8-Ks, preferred stock designations and related agreements. Real-time updates from EDGAR ensure that new or amended filings tied to the historical TNFA entity and its successor Q/C Technologies appear promptly. Investors can also use the platform to track ownership and capital structure changes associated with preferred stock and warrants, and to connect the formal regulatory record with the company’s strategic pivot into quantum-class computing and blockchain infrastructure.
Q/C Technologies, Inc. reported that its Audit Committee dismissed Stephano Slack LLC as its independent registered public accounting firm on March 9, 2026, and appointed Grassi & Co., CPAs, P.C. as the new auditor for the year ended December 31, 2025.
The prior auditor’s reports for 2023 and 2024 contained a going concern paragraph noting net loss and negative operating cash flows for 2024 that raised substantial doubt about the Company’s ability to continue as a going concern, with no related adjustments recorded. The Company states there were no disagreements or reportable events with Stephano Slack, and it has obtained a letter from the former auditor addressed to the SEC agreeing with these disclosures.
Q/C Technologies, Inc. has filed a shelf registration statement on Form S-3 to offer and sell, from time to time, up to $100,000,000 of common stock, preferred stock, debt securities, warrants, subscription rights, and units.
The company has shifted its strategy from developing Isomyosamine and Supera-CBD therapeutics to building energy‑efficient blockchain and cryptocurrency infrastructure using laser-based computing under an exclusive global license with LightSolver. The filing notes going concern risks, potential future equity dilution, Nasdaq listing compliance risks, and a high level of investment risk.
Q/C Technologies director Chelsea Sierra Voss reported new equity awards. On January 16, 2026, she received 212,500 shares of common stock as restricted stock units under a consulting agreement and 25,000 additional RSU shares tied to her appointment to the board. Both RSU grants vest in four equal quarterly installments if she continues providing services.
She also received an employee stock option for 212,500 shares of common stock at an exercise price of $5.097 per share, vesting quarterly on the same schedule. Following these awards, she beneficially owns 239,900 shares of common stock directly and 59,802 shares indirectly through a Roth IRA, plus 212,500 stock options.
Q/C Technologies, Inc. director Chelsea Sierra Voss reported her initial ownership of the company’s common stock as of 01/16/2026. She beneficially owns 59,802 shares held indirectly through a Roth IRA and 2,400 shares held directly in her own name.
Q/C Technologies, Inc. entered into a 12‑month consulting agreement with Chelsea Voss on January 16, 2026. She will provide services such as evaluating companies, analyzing technologies and operations, advising on potential acquisitions, and other consulting support requested by the company.
As compensation, Q/C Technologies will pay Ms. Voss $12,500 per month (or $150,000 annually) and grant her 212,500 restricted stock units that vest in four substantially equal quarterly installments, as well as stock options for up to 212,500 shares of common stock with an exercise price per share equal to the greater of $5.097 or the fair market value on the grant date, also vesting quarterly over the term.
The company also appointed Ms. Voss to its board of directors, highlighting her background in large‑scale machine learning and AI systems, including work on GPT‑4, ChatGPT, DALL·E 2, and Codex, and prior software engineering roles at several technology companies.
Q/C Technologies, Inc., formerly TNF Pharmaceuticals, Inc., has formally changed its corporate name to Q/C Technologies, Inc. effective September 22, 2025. The company also changed its Nasdaq trading symbol from “TNFA” to “QCLS” before the market opened on September 25, 2025.
The name change was implemented through a Certificate of Amendment to the Certificate of Incorporation under Section 242 of the Delaware General Corporation Law, which did not require stockholder approval. The company states that the name change does not affect the rights of its security holders and that its CUSIP number remains the same. Press releases announcing the name change and ticker symbol change were issued on September 24 and 25, 2025.
TNF Pharmaceuticals, Inc. reported closing a set of financing and restructuring transactions, including a private placement and an acquisition. The company sold 7,000 shares of Series H Convertible Preferred Stock, each with a stated value of $1,000, initially convertible into up to 1,400,000 shares of common stock at $5.00 per share, together with warrants to purchase up to 1,400,000 additional common shares at an exercise price of $5.00 per share.
TNF also agreed to acquire 100% of the membership interests of LPU Holdings LLC, paying in Series I Convertible Preferred Stock that is convertible into 747,362 shares of common stock, subject to conversion limits. The company filed new certificates of designations for the Series H and Series I preferred stock and amended the Series F and Series F‑1 preferred terms to extend their maturity to March 2, 2027 and remove amortization payments. A press release announcing the private placement closing was furnished as an exhibit.
TNF Pharmaceuticals, Inc. filed an amended current report to add full contract exhibits related to its previously disclosed acquisition of LPU Holdings LLC. Under a Membership Interest Purchase Agreement, the company agreed to acquire 100% of the membership interests of LPU from its members. As consideration, TNF Pharmaceuticals delivered shares of its Series I Convertible Preferred Stock that are convertible into 747,362 shares of common stock, subject to conversion limits in the Series I certificate of designations.
The filing also attaches a Support Agreement with the LPU sellers, a Registration Rights Agreement providing for future registration of securities, and a License Agreement among TNF Pharmaceuticals, LPU, and LightSolver Ltd. This amendment states it is solely to file these exhibits and does not change any other disclosure from the original report.
TNF Pharmaceuticals, Inc. filed a Form D reporting a Regulation D, Rule 506(b) exempt offering conducted in 2025 for a total of $7,000,000, of which $7,000,000 was sold and $0 remained. The issuer is a Delaware corporation formed in 2023 with principal offices in New York. The filing lists executive officers and directors, including Mitchell Glass as Chief Medical Officer who signed the notice.
Placement agents received estimated sales commissions of $630,000 and warrants to purchase up to 126,000 shares at a $5.00 exercise price were issued to agents or designees. The offering was not in connection with a business combination, had a $0 minimum outside-investor investment, and lists 12 total investors.
TNF Pharmaceuticals disclosed several financing and registration matters tied to newly issued preferred stock and related agreements. The company will file a resale registration statement to register 100% of the Series I conversion shares shortly after the acquisition closing and to register milestone securities promptly after each milestone, with effectiveness targets of 60 days after filing (90 days if the SEC conducts a full review). The Series I Registration Rights Agreement imposes liquidated damages if the company fails to file, obtain effectiveness, or maintain the registration. The document describes a mechanism that increases the Maximum Issuance of common stock upon conversions of certain existing preferred or exchanged securities by an incremental 0.1999 shares per share converted. Separately, under a consulting agreement the company agreed to pay a monthly $15,000 retainer and issue 15,433 advisory shares to Palladium, which will be included in any resale registration statement.