---
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"
generated_at: "2026-05-17T04:42:51.457190+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# QCLS amends Series H preferred terms, waives registration failure; hires James Altucher as consultant

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.02, 3.03, 5.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-016927
- JSON: https://secwatch.observer/filing/0001493152-25-016927.json
- Plain text: https://secwatch.observer/filing/0001493152-25-016927.txt

## Key facts
- Equity Issuances
  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').
  - Security: warrant
  - Shares: certain warrants (the 'Warrants') to purchase shares of the Company's common stock, par value $0.001 per share, subject to adjustment
  - Purchaser: certain accredited investors (the 'Holders')
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1321834/000149315225016927/0001493152-25-016927-index.htm
- Equity Issuances
  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.
  - Security: preferred stock
  - Shares: 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
  - Purchaser: certain accredited investors (the 'Holders')
  - Consideration: stated value of $1,000 per share
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1321834/000149315225016927/0001493152-25-016927-index.htm
- Equity Issuances
  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.
  - Security: warrant
  - Shares: 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')
  - Purchaser: James Altucher and Z-List Media, Inc.
  - Consideration: consulting services
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1321834/000149315225016927/0001493152-25-016927-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.