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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): January
16, 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
1.01 Entry into a Material Definitive Agreement
On
January 16, 2026, Q/C Technologies, Inc. (the “Company”) entered into a consulting agreement (the “Consulting
Agreement”) with Chelsea Voss (the “Consultant”), pursuant to which, the Consultant agreed to provide certain consulting
services to the Company, including evaluating companies and making related introductions, analyzing technologies and operations, reviewing
and advising on potential acquisitions and any other consulting or advisory services which the Company reasonably requests that the Consultant
provide to the Company. The Consulting Agreement has a term of twelve (12) months, unless earlier terminated pursuant to the terms of
the Consulting Agreement or upon the mutual written consent of the Company and the Consultant in accordance with the terms of the Consulting
Agreement.
Pursuant
to the Consulting Agreement, the Company agreed to (i) pay the Consultant a monthly fee equal to $12,500 per month (or, $150,000 annually)
payable in arrears on a monthly basis, (ii) grant to the Consultant 212,500 restricted stock units, subject to the terms and conditions
of the Company’s standard restricted stock unit award agreement and the Q/C Technologies, Inc. 2021 Equity Incentive Plan, as amended
(the “Plan”), which vest in four substantially equal installments on the quarterly anniversaries of the issuance date, provided
that the Consultant continues to provide services to the Company through such applicable vesting dates and subject to the
related restricted stock unit award agreement, and (iii) grant to the Consultant stock options to purchase up to an aggregate
of 212,500 shares of common stock, par value $0.001 per share of the Company (“Common Stock”), at an
exercise price equal to the greater of (a) $5.097 per share and (b) the fair market value per share of Common Stock on the date of grant
(the “Consultant Options”), subject to the terms and conditions of the Company’s standard nonqualified stock option
award agreement and the Plan. The Consultant Options vest and become exercisable in four (4) substantially equal installments on each
quarterly anniversary of the issuance date, provided that the Consultant continues to provide services to the Company through such applicable
vesting dates.
The
foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On
January 16, 2026, the Company appointed Chelsea Voss to serve as a member of the board of directors of the Company (the “Board”).
Since September 2019, Ms. Voss has
served as a member of the technical staff at OpenAI where she engineers large-scale machine learning systems and works on data acquisition
efforts for training artificial intelligence (“AI”) models, with key contributions to the launches of GPT-4, ChatGPT, DALL·E
2, and Codex. Prior to joining OpenAI, Ms. Voss worked as a software engineer at Pilot.com from September 2017 to July 2019 where she
developed full-stack features to improve the workflows of in-house accountants and at Chime Inc. from September 2016 to August 2017 where
she implemented features across payment processing, fraud prevention, and compliance systems to support large-scale remittance flows
from the US, UK and Canada to African markets. From November 2015 to July 2016, Ms. Voss worked as computational systems biology researcher
at Harvard Medical School’s Department of Systems Biology (Fontana Lab) as part of her M.Eng. thesis under Massachusetts Institute
of Technology Professor Armando Solar-Lezama. Since 2011, Ms. Voss has authored, co-authored or contributed to numerous publications
related primarily to AI systems. She holds an M.Eng. in Computer Science (2016) and an S.B. in Computer Science with a minor in Mathematics
(2015) from the Massachusetts Institute of Technology.
Ms. Voss was introduced to the Company
by Martin Shkreli, an affiliate of Ocean Avenue Holdings LLC, a consultant of
the Company.
Except
as set forth herein, there are no arrangements or understandings between Ms. Voss and any other person pursuant to which she was appointed
as director of the Company. There is no family relationship between Ms. Voss and any director or executive officer of the Company. Except
as set forth herein, there are no transactions between Ms. Voss and the Company that would be required to be reported under Item 404(a)
of Regulation S-K of the Securities Exchange Act of 1934, as amended.
Item
8.01 Other Events.
On
January 20, 2026, the Company issued a press release announcing the Consulting Agreement and Ms. Voss’s appointment to the
Board. A copy of the press release is attached as Exhibit 99.1 hereto.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 10.1 |
|
Consulting
Services Agreement, dated as of January 16, 2026, by and between the Company and Chelsea Voss. |
| 99.1 |
|
Press release, dated January 20, 2026. |
| 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:
January 23, 2026 |
By: |
/s/
Joshua Silverman |
| |
Name: |
Joshua
Silverman |
| |
Title: |
Executive
Chairman |
