{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-23-026280","form_type":"8-K","ticker":"QCLS","cik":"0001321834","company_name":"Q/C TECHNOLOGIES, INC.","filed_at":"2023-08-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:33.562261+00:00","generated_at":"2026-06-12T17:18:38.219859+00:00","sec_items":["5.07"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.15,"confidence":"high","headline":"MyMD shareholders approve all proposals at 2023 annual meeting","bullets":["Re-elected six directors: Chapman, Eagle, Schreiber, Silverman, Uzonwanne, White.","Approved reincorporation merger to change state of domicile to Delaware (15,699,321 for).","Authorized issuance of shares underlying convertible preferred stock and warrants (15,753,076 for).","Ratified Morison Cogen LLP as auditor for FY 2023 (28,724,777 for).","Advisory approval of named executive officer compensation (16,015,758 for)."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-23-026280","json":"https://secwatch.observer/filing/0001493152-23-026280.json","markdown":"https://secwatch.observer/filing/0001493152-23-026280.md","text":"https://secwatch.observer/filing/0001493152-23-026280.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1321834/000149315223026280/0001493152-23-026280-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1321834/000149315223026280/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-12T17:18:38.219859+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"39dd9945d63dcaa8d254c2543635e42552f159ec","claim":"Q/C TECHNOLOGIES, INC. shareholders approved Authorization, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of shares of the Company’s common stock underlying shares of convertible preferred stock and warrants issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated February 21, 2023, by at the 2023-07-31 meeting.","evidence_excerpt":"(3) Authorization, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of shares of the Company’s common stock underlying shares of convertible preferred stock and warrants issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated February 21, 2023, by and among the Company and the investors named therein, in an amount equal to or in excess of 20% of the Company’s common stock outstanding immediately prior to the issuance of such convertible preferred stock and warrants (including upon the operation of anti-dilution provisions contained in such convertible preferred stock and warrants): Votes Non-Votes 15,753,076 883,582 145,569 12,219,051","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1321834/000149315223026280/0001493152-23-026280-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-07-31"}],"fact_type":"shareholder_vote"},{"claim_id":"3ce7b5101df988e6d07eefbdd32776357bf02258","claim":"Q/C TECHNOLOGIES, INC. shareholders approved Approval of the Agreement and Plan of Merger between the Company and its wholly-owned Delaware subsidiary, MyMD Pharmaceuticals, Inc., pursuant to which the Company will merge with and into MyMD Delaware for the sole purpose of changing the Company’s state of domicile, including the approval of the at the 2023-07-31 meeting.","evidence_excerpt":"(2) Approval of the Agreement and Plan of Merger (the “Plan of Merger”) between the Company and its wholly-owned Delaware subsidiary, MyMD Pharmaceuticals, Inc. (“MyMD Delaware”), pursuant to which the Company will merge with and into MyMD Delaware for the sole purpose of changing the Company’s state of domicile, including the approval of the Certificate of Incorporation of MyMD Delaware (the “Reincorporation Proposal”): Votes Non-Votes 15,699,321 1,026,077 56,829 12,219,051","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1321834/000149315223026280/0001493152-23-026280-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-07-31"}],"fact_type":"shareholder_vote"},{"claim_id":"55dc84f4aab16600e7cea4ad16866d2881014224","claim":"Q/C TECHNOLOGIES, INC. shareholders approved Ratification of the appointment of Morison Cogen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-07-31 meeting.","evidence_excerpt":"(4) Ratification of the appointment of Morison Cogen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: Votes Abstaining 28,724,777 208,334 68,167","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1321834/000149315223026280/0001493152-23-026280-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-07-31"}],"fact_type":"shareholder_vote"},{"claim_id":"5ce2df998c8eec844fe53370b0c44d53ed9b4d0c","claim":"Q/C TECHNOLOGIES, INC. shareholders approved Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers at the 2023-07-31 meeting.","evidence_excerpt":"(5) Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers: Votes Non-Votes 16,015,758 640,968 125,501 12,219,051","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1321834/000149315223026280/0001493152-23-026280-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-07-31"}],"fact_type":"shareholder_vote"},{"claim_id":"9c09951e5564710a793dda7e24ced6e0cd3419d4","claim":"Q/C TECHNOLOGIES, INC. shareholders approved Election of six (6) directors to hold office for a one year term and until their successors are elected and qualified or until their earlier incapacity, removal or resignation at the 2023-07-31 meeting.","evidence_excerpt":"(1) Election of six (6) directors to hold office for a one year term and until their successors are elected and qualified or until their earlier incapacity, removal or resignation: Nominee Votes Withheld Broker Non-Votes Chris Chapman 16,342,788 439,439 12,219,051 Craig Eagle 14,772,763 2,009,464 12,219,051 Christopher C. Schreiber 16,350,050 432,177 12,219,051 Joshua Silverman 15,566,045 1,216,182 12,219,051 Jude Uzonwanne 14,413,848 2,368,379 12,219,051 Bill J. White 16,490,668 291,559 12,219,051","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1321834/000149315223026280/0001493152-23-026280-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-07-31"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}