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): ~~December 8~~January 16, ~~2025~~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 ~~December~~January 816, ~~2025~~2026, Q/C Technologies, Inc. (the “Company”) entered into a consulting agreement (the “Consulting Agreement”) with ~~Ocean~~Chelsea ~~Avenue~~Voss ~~Holdings LLC~~ (the “Consultant”), ~~an entity affiliated with Martin Shkreli,~~ 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, ~~introducing the Company to key opinion leaders~~ and ~~other industry experts, introducing prospective members of the Board of Directors of the Company and~~ any other consulting or advisory services which the Company reasonably requests that the Consultant provide ~~provides~~ 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) ~~issue~~grant ~~warrants~~ to ~~purchase~~the upConsultant ~~to an aggregate of~~ 212,500 ~~shares~~restricted ~~of common~~ stock units, ~~par~~subject ~~value $0.001~~to ~~per~~the ~~share~~terms ~~(“Common~~and ~~Stock”),~~ conditions of the Company’s atstandard anrestricted ~~exercise~~stock ~~price~~unit ~~equal~~award toagreement $5and the Q/C Technologies, Inc.~~097~~ ~~per~~2021 ~~share~~Equity Incentive Plan, as amended (the “~~Consultant Warrants~~Plan”)~~. The~~, ~~Consultant~~which ~~Warrants~~ vest ~~and become exercisable~~ in four ~~(4)~~ substantially equal installments on ~~each~~the quarterly ~~anniversary~~anniversaries of the issuance date, provided that the Consultant continues to provide services to the Company through such applicable vesting dates and ~~expire five~~subject ~~(5)~~to ~~years~~the related ~~from~~restricted ~~the~~stock ~~date~~unit ofaward ~~issuance~~agreement, and (iii) grant to the Consultant stock options to purchase up to an aggregate of 212,500 ~~restricted~~ shares of common stock, par value $0.001 per share of the Company (“Common Stock”), ~~which~~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 ~~the~~ each quarterly ~~anniversaries~~anniversary of the issuance date, provided that the Consultant continues to provide services to the Company through such applicable vesting ~~date and subject to the related restricted stock award agreement~~dates.

~~Under~~The ~~the~~foregoing ~~terms~~description of the ~~Consultant~~Consulting ~~Warrants,~~Agreement ~~the~~does ~~Consultant~~not ~~may~~purport ~~not~~to ~~exercise~~be ~~the~~complete ~~Consultant~~and ~~Warrants~~is toqualified ~~the~~in ~~extent~~its ~~(but~~entirety ~~only~~by reference to the ~~extent)~~ ~~the~~full ~~Consultant~~text ~~or any~~ of ~~its~~the ~~affiliates~~Consulting ~~would~~Agreement, ~~beneficially own~~ a ~~number~~copy of ~~shares of Common Stock~~ which ~~would~~is ~~exceed~~filed ~~4.99%,~~as ~~or,~~Exhibit ~~at the election of the Consultant, 9~~10.~~99%~~1 ofto ~~the~~this ~~outstanding~~Current ~~shares~~Report ofon ~~Common~~Form ~~Stock~~8-K ofand ~~the~~incorporated herein ~~Company~~by reference.

~~The~~Item ~~Consultant~~5.02 ~~Warrants~~Departure ~~and shares~~ of ~~Common~~Directors ~~Stock~~or ~~issuable~~Certain ~~upon~~Officers; ~~exercise~~Election of ~~such~~Directors; ~~Consultant~~Appointment ~~Warrants were issued pursuant to an exemption from registration requirements~~ of ~~the~~Certain ~~Securities~~Officers; ~~Act~~Compensatory ofArrangements ~~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 of the Securities Act and~~ inCertain ~~reliance on similar exemptions under applicable state laws.~~Officers

~~The~~On ~~foregoing~~January ~~descriptions~~16, of2026, the ~~Consulting~~Company ~~Agreement~~appointed ~~and~~Chelsea ~~the~~Voss ~~Consultant Warrants do not purport~~ to beserve ~~complete~~as ~~and~~a ~~are~~member ~~qualified in their entirety by reference to the full texts~~ of the ~~Consulting~~board ~~Agreement and Form~~ of ~~Consultant~~directors ~~Warrant, copies~~ of ~~which~~the ~~are~~Company ~~filed~~(the ~~as Exhibits 10~~“Board”).~~1 and 4.1 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.~~

~~Item~~Since September 2019, Ms. Voss has 3served 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.02 Prior to joining OpenAI, Ms. ~~Unregistered~~Voss ~~Sales~~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 ~~Equity~~in-house ~~Securities~~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.

~~The matters described in Item 1~~Ms.01 ofVoss ~~this~~was ~~Current~~introduced ~~Report~~to onthe ~~Form 8-K are incorporated herein~~ Company by ~~reference.~~Martin InShkreli, ~~connection~~an ~~with~~affiliate ~~the issuance~~ of ~~the~~Ocean ~~Consultant~~Avenue ~~Warrants~~Holdings ~~as described in Item 1.01 on this Current Report on Form 8-K~~LLC, ~~the Company relied upon the exemption from registration provided by Section 4(~~a~~)(2)~~ ofconsultant of the ~~Securities Act for transactions not involving a public offering~~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 ~~December~~January 920, ~~2025~~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
4.1		Form of Consultant Warrant.
10.1		Consulting Services Agreement, dated as of January 16, 2026, by and between the Company and Chelsea Voss.
10.1		Consulting Services Agreement, dated as of December 8, 2025, by and between the Company and Ocean Avenue Holdings LLC.
99.1		Press release, dated January 20, 2026.
99.1		Press release, dated December 9, 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: December 9, 2025	By:	/s/ Joshua Silverman
Date: January 23, 2026	By:	/s/ Joshua Silverman
	Name:	Joshua Silverman
	Title:	Executive Chairman

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