{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-25-016927","form_type":"8-K","ticker":"QCLS","cik":"0001321834","company_name":"Q/C TECHNOLOGIES, INC.","filed_at":"2025-10-03T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.088166+00:00","generated_at":"2026-05-17T04:42:51.457190+00:00","sec_items":["1.01","3.02","3.03","5.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"QCLS amends Series H preferred terms, waives registration failure; hires James Altucher as consultant","bullets":["Issued 400k warrants to James Altucher/Z-List Media with exercise prices $5-$10 over 2-year term.","Registration deadline extended to 30 days post-closing; previous failure and penalties waived.","200k RSUs each to 6 executives/directors (Silverman, Schriber, White, Friscia, Glass, Rauch); some vest immediately.","Certificate of Designations amended to broaden Excluded Securities to 15% of common + convertible shares."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-25-016927","json":"https://secwatch.observer/filing/0001493152-25-016927.json","markdown":"https://secwatch.observer/filing/0001493152-25-016927.md","text":"https://secwatch.observer/filing/0001493152-25-016927.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1321834/000149315225016927/0001493152-25-016927-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1321834/000149315225016927/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T04:42:51.457190+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":"006abc125630b2fa8d71fff8661c52624e5889f3","claim":"Q/C TECHNOLOGIES, INC. issued certain warrants (the 'Warrants') to purchase shares of the Company's common stock, par value $0.001 per share, subject to adjustment of warrant to certain accredited investors (the 'Holders').","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1321834/000149315225016927/0001493152-25-016927-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"certain warrants (the 'Warrants') to purchase shares of the Company's common stock, par value $0.001 per share, subject to adjustment"},{"label":"Purchaser","value":"certain accredited investors (the 'Holders')"}],"fact_type":"equity_issuance"},{"claim_id":"cba556061cf136b1a201421ffc51493a2f6b0600","claim":"Q/C TECHNOLOGIES, INC. issued 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 of preferred stock to certain accredited investors (the 'Holders') for stated value of $1,000 per share.","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1321834/000149315225016927/0001493152-25-016927-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"preferred stock"},{"label":"Shares","value":"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"},{"label":"Purchaser","value":"certain accredited investors (the 'Holders')"},{"label":"Consideration","value":"stated value of $1,000 per share"}],"fact_type":"equity_issuance"},{"claim_id":"f97b68d8f998dff89d94f7a44c53edb6944210dd","claim":"Q/C TECHNOLOGIES, INC. issued 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') of warrant to James Altucher and Z-List Media, Inc. for consulting services.","evidence_excerpt":"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”),","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1321834/000149315225016927/0001493152-25-016927-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"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')"},{"label":"Purchaser","value":"James Altucher and Z-List Media, Inc."},{"label":"Consideration","value":"consulting services"}],"fact_type":"equity_issuance"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}