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2025-09-30
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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 30, 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
(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
Omnibus
Waiver and Amendment
As
previously disclosed, on September 2, 2025, Q/C Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement
(the “SPA”) with certain accredited investors (the “Holders”) pursuant to which it agreed to sell to the Holders
in a private placement (i) shares of the Company’s Series H convertible preferred stock, par value $0.001 per share, with a stated
value of $1,000 per share (the “Preferred Stock”), and (ii) certain warrants (the “Warrants”) to purchase shares
of the Company’s common stock, par value $0.001 per share (“Common Stock”), subject to adjustment (collectively, the
“Private Placement”). The terms of the Preferred Stock are set forth in the Certificate of Designations filed with the Secretary
of State of the State of Delaware (the “Secretary of State”) on September 3, 2025 (as amended, the “Certificate of
Designations”). The Private Placement closed on September 4, 2025 (the “Closing Date”).
In
connection with the Private Placement, the Company and the Holders entered into that certain Registration Rights Agreement, dated as
of September 2, 2025 (the “Registration Rights Agreement,” and, together with the SPA, the Certificate of Designations, and
the Warrants, the “Transaction Documents”), pursuant to which, the Company agreed to, among other things, prepare and file
with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”)
covering the resale of all of the Registrable Securities (as defined in the Registration Rights Agreement) prior to the applicable Filing
Deadline (as defined in the Registration Rights Agreement).
On
September 30, 2025, the Company entered into an Omnibus Waiver and Amendment (the “Amendment”) with the Required Holders
(as defined in the Certificate of Designations). Pursuant to the Amendment, the Required Holders agreed (A) to amend (i) the Certificate
of Designations, as described below, by filing a Certificate of Amendment (“Certificate of Amendment”) to the Certificate
of Designations with the Secretary of State, (ii) the SPA to amend the definition of “Excluded Securities” such that the
definition includes the issuance of Common Stock issued after the date of the SPA pursuant to an Approved Stock Plan (as defined in the
SPA) which in the aggregate does not exceed more than 15.0% of the sum of (x) shares of Common Stock issued and outstanding as of the
date of the SPA, and (y) the shares of Common Stock issuable upon conversion of certain of the Company’s outstanding shares of
preferred stock (the “Excluded Securities Modification”), and (iii) the Registration Rights Agreement such that the Registration
Statement is required to be filed with the SEC by the date that is 30 calendar days following the Closing Date and (B) waive (i) any
prohibitions or limitations under the Transaction Documents in connection with the issuance by the Company of certain warrants to purchase
Common Stock to certain current and future consultants of the Company, (ii) any prohibitions or limitations under the Transaction Documents
in connection with the registration of certain securities of the Company, and (iii) any failure by the Company to file the Registration
Statement by the Filing Deadline.
The
Certificate of Amendment amends the Certificate of Designations to amend the definition of “Excluded Securities” substantially
similar to the Excluded Securities Modification. On October 3, 2025, the Company filed the Certificate of Amendment with the Secretary
of State, thereby amending the Certificate of Designations. The Certificate of Amendment became effective with the Secretary of State
upon filing.
The
foregoing descriptions of the Amendment and the Certificate of Amendment are qualified in their entirety by reference to the full text
of each such document, copies of which are filed as Exhibit 10.1 and Exhibit 3.1, respectively, to this Current Report on Form 8-K and
are incorporated by reference herein.
Consulting
Agreement with James Altucher and Z-List Media
On
October 1, 2025, the Company entered into a consulting agreement (the “Altucher Consulting
Agreement”) with James Altucher and Z-List Media, Inc. (collectively, the “Consultants”), pursuant to which, the Consultants
agreed to provide certain consulting services to the Company, including fund raising, crypto portfolio management, investor relations,
strategic planning, deal flow analysis, introductions to further its business goals, advice related to sector growth initiatives and
any other consulting or advisory services which the Company reasonably requests that the Consultants provide to the Company. The Altucher
Consulting Agreement has a term of two years unless earlier terminated pursuant to the terms of the Altucher Consulting Agreement or
upon the mutual written consent of the Company and the Consultants in accordance with the terms of the Altucher Consulting Agreement.
Pursuant
to the Altucher Consulting Agreement, the Company agreed to issue to Z-List Media, Inc. warrants to purchase up to an aggregate of 400,000
shares of Common Stock, consisting of: (i) a warrant to purchase up to 100,000 shares of Common Stock at an exercise price of $5.00 per
share (the “First Tranche Warrant”), which were issued on the date of the Altucher Consulting Agreement (such date, the “Effective
Date”), (ii) a warrant to purchase up to 100,000 shares of Common Stock at an exercise price of $5.00 per share, which will be
issued three months from the Effective Date (the “Second Tranche Warrant”), (iii) a warrant to purchase up to 100,000 shares
of Common Stock at an exercise price of $7.50 per share (the “Third Tranche Warrant”), which will be issued nine months from
the Effective Date, and (iv) a warrant to purchase up to 100,000 shares of Common Stock at exercise price of $10.00 per share (the “Fourth
Tranche Warrant” and together the First Tranche Warrant, the Second Tranche Warrant and the Third Tranche Warrant, the “Consultant
Warrants”), which will be issued twelve months from the Effective Date, in each case, with each Consultant Warrant subject to exercisability,
forfeiture and such other terms as set forth therein.
The
Consultant Warrants and shares of Common Stock issuable upon exercise of such Consultant Warrants were issued pursuant to an exemption
from registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption
for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation
D of the Securities Act and in reliance on similar exemptions under applicable state laws.
The
foregoing descriptions of the Altucher Consulting Agreement and the Consultant Warrants do not purport to be complete and are qualified
in their entirety by reference to the full texts of the Altucher Consulting Agreement and Form of Consultant Warrant, copies of which
are filed as Exhibits 10.2 and 4.1 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
matters described in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference. In connection with the issuance
the Consultant Warrants as described in Item 1.01 on this Current Report on Form 8-K, the Company relied upon the exemption from registration
provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder for transactions not involving a public offering.
Item
3.03 Material Modification to Rights of Security Holders
The
matters described in Item 1.01 of this Current Report on Form 8-K related to the Preferred Stock and the Certificate of Amendment are
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
October 3, 2025 (the “Grant Date”), the Board of Directors (the “Board”) of the Company approved a grant to
each of Joshua Silverman, the Company’s Executive Chairman, Christopher Schriber, a director of the Company, Bill White, a
director of the Company, Stephen Friscia, a director of the Company, Mitchell Glass, the Company’s Chief Medical Officer and
director of the Company, and Gary Rauch, the Company’s Vice President of Finance, of an aggregate of 200,000 restricted stock
units (“RSUs”) consisting of: (i) 8,644 RSUs, 2,161 RSUs, 2,161 RUSs, 2,161 RUSs, 1,080 RSUs and 1,080 RSUs,
respectively (the “Initial Grants”), which Initial Grants were issued and vested in full on the Grant Date, and
(ii) 91,356 RSUs, 22,839 RSUs, 22,839 RSUs, 22,839 RSUs, 11,420 RSUs and 11,420 RSUs, respectively (the “Additional
Grants”), which Additional Grants will be issued and will fully vest upon receipt of stockholder approval of an increase in
the shares reserved and available under the Company’s Q/C Technologies, Inc. 2021 Equity Incentive Plan (as amended, the
“Plan”). The Initial RSUs and Additional RSUs were granted pursuant to the Plan.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment of Certificate of Designations of Series H Convertible Preferred Stock. |
| 4.1 |
|
Form of Consulting Warrant. |
| 10.1 |
|
Form of Omnibus Waiver and Amendment Agreement, dated as of September 30, 2025, by and among Q/C Technologies, Inc. and the investors party thereto.
|
| 10.2 |
|
Consulting Services Agreement, dated as of October 1, 2025, by and between the Company, James Altucher and Z-List Media, Inc. |
| 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:
October 3, 2025 |
By: |
/s/
Joshua Silverman |
| |
Name: |
Joshua
Silverman |
| |
Title: |
Executive
Chairman |
