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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 22, 2025
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
TNF
Pharmaceuticals, Inc.
(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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 22, 2025, the Company filed a Certificate of Amendment to Q/C Technologies, Inc. (the “Company”) Certificate
of Incorporation (the “Certificate of Amendment”) to change the name of the Company from “TNF Pharmaceuticals, Inc.”
to “Q/C Technologies, Inc.” effective as of September 22, 2025 (the “Name Change”). In addition, effective before
the open of market trading on September 25, 2025, the Company’s common stock, par value $0.001 per share, ceased trading
under the ticker symbol “TNFA” and began trading on the Nasdaq Stock Market under the ticker symbol “QCLS” (“Symbol
Change”).
The
Name Change does not affect the rights of the Company’s security holders. There will be no change to the Company’s CUSIP
in connection with the Name Change.
Pursuant
to Section 242 of the Delaware General Corporation Law, stockholder approval was not required to complete the Name Change or to approve
or effect the Certificate of Amendment. The information set forth herein is qualified in its entirety by reference to the complete text
of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated by reference herein.
The
matters described in Item 1.01 of this Current Report on Form 8-K related to the filing of the Certificate of Amendment is incorporated
herein by reference.
Item
7.01. Regulation FD Disclosure.
On
September 24, 2025, the Company issued a press release announcing the Name Change. A copy of the press release is furnished hereto as
Exhibit 99.1 and incorporated by reference herein.
On
September 25, 2025, the Company issued a press release announcing the Symbol Change. A copy of the press release is furnished hereto
as Exhibit 99.2 and incorporated by reference herein.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for the 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 Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly
set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K
is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is
material or that the dissemination of such information is required by Regulation FD.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment of Certificate of Incorporation of Q/C Technologies, Inc. |
| 99.1 |
|
Press Release, dated September 24, 2025. |
| 99.2 |
|
Press Release, dated September 25, 2025. |
| 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:
September 26, 2025 |
By: |
/s/
Joshua Silverman |
| |
Name: |
Joshua
Silverman |
| |
Title: |
Executive
Chairman |
