Form 3: Bruce Bernstein Files Indirect Ownership of 23 QCLS Shares

Rhea-AI Filing Summary

Bruce Bernstein, a director, filed an Initial Statement of Beneficial Ownership reporting an indirect interest in Q/C Technologies, Inc. (QCLS). The form states a beneficial interest in 23 common shares held indirectly through Stormy Monday LLC. It also reports warrants dated 11/17/2020 that expire 05/18/2026 covering 23 underlying common shares with a listed exercise price of $12,360. The transaction date triggering the filing is 09/01/2025 and the form was signed on 10/06/2025. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest as a member of Stormy Monday LLC.

Positive

• Timely disclosure of director's ownership via Form 3, showing compliance with reporting rules
• Clear identification of indirect ownership through Stormy Monday LLC, including pecuniary interest disclaimer

Negative

• Holding size is minimal at 23 shares, implying limited economic or voting influence
• High listed exercise price of $12,360 for warrants may limit likelihood of near-term exercise

Insights

Corporate Governance Specialist

Director reports a small, indirect stake via an LLC and outstanding warrants.

The filing documents that Bruce Bernstein holds an indirect interest in 23 common shares of Q/C Technologies through Stormy Monday LLC. It also lists warrants exercisable from 11/17/2020 that expire on 05/18/2026 for the same 23-share amount at an exercise price shown as $12,360.

This disclosure is routine under Section 16(a) and signals compliance with insider-reporting rules; the holding size is small and therefore unlikely to change control dynamics in the near term. Monitor warrant expiry on 05/18/2026 for any exercise activity that would convert derivative exposure into common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Bernstein Bruce

Role Director

Type	Security	Shares	Price	Value
holding	Warrants	--	--	--
holding	Common stock, par value $0.001 per share	--	--	--

Holdings After Transaction: Warrants — 23 shares (Indirect, By Stormy Monday LLC); Common stock, par value $0.001 per share — 23 shares (Indirect, By Stormy Monday LLC)

Footnotes (1)

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Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Bernstein Bruce

(Last) (First) (Middle)

1185 AVENUE OF THE AMERICAS,

SUITE 249

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2025

3. Issuer Name and Ticker or Trading Symbol
Q/C TECHNOLOGIES, INC. [ QCLS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.001 per share	23	I	By Stormy Monday LLC(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	11/17/2020	05/18/2026	Common stock, par value $0.001 per share	23	$12,360	I	By Stormy Monday LLC(1)

Explanation of Responses:

1. The reported securities are directly owned by Stormy Monday LLC ("Stormy Monday") and may be deemed to be beneficially owned by the Reporting Person as member of Stormy Monday. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	/s/ Bruce Bernstein	10/06/2025
	** 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 5 (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 did Bruce Bernstein disclose about Q/C Technologies (QCLS)?

He disclosed an indirect interest in 23 common shares of Q/C Technologies held through Stormy Monday LLC and warrants covering 23 shares exercisable from 11/17/2020 to 05/18/2026.

When was the Form 3 event date and signature date filed?

The event requiring the statement is dated 09/01/2025 and the form is signed on 10/06/2025.

Does Bruce Bernstein claim direct beneficial ownership of the reported securities?

No. He disclaims beneficial ownership except to the extent of his pecuniary interest as a member of Stormy Monday LLC.

What are the warrant terms disclosed on the form?

Warrants dated 11/17/2020 expire on 05/18/2026, cover 23 underlying common shares, and show an exercise price of $12,360.