{"schema_version":"secwatch.filing_event.v1","accession":"0001641172-25-026167","form_type":"8-K","ticker":"QCLS","cik":"0001321834","company_name":"Q/C TECHNOLOGIES, INC.","filed_at":"2025-09-02T23:59:59+00:00","discovered_at":"2026-05-14T18:02:43.653603+00:00","generated_at":"2026-05-17T08:45:48.004209+00:00","sec_items":["1.01","1.02","3.02","3.03","5.03","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"negative","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"TNF Pharma raises $7M, acquires LPU Holdings for crypto mining, ends sarcopenia trial","bullets":["$7M private placement: Series H convertible preferred (7% dividend, $5 conversion) and warrants for 1.4M shares at $5; expected close Sept 4, 2025.","Agrees to acquire LPU Holdings for Series I convertible preferred convertible into 747,362 shares at $0.001/sh; contingent milestones; license with LightSolver for crypto mining laser hardware.","Terminates Master Service Agreement with Prevail for Phase 2 sarcopenia/frailty trial; effective 30 days after Sept 2, 2025 notice.","Director changes: Uzonwanne resigns; Glass steps down as President (stays CMO/Board); Bernstein appointed to Board; Silverman named Executive Chairman."],"urls":{"canonical":"https://secwatch.observer/filing/0001641172-25-026167","json":"https://secwatch.observer/filing/0001641172-25-026167.json","markdown":"https://secwatch.observer/filing/0001641172-25-026167.md","text":"https://secwatch.observer/filing/0001641172-25-026167.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1321834/000164117225026167/0001641172-25-026167-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1321834/000164117225026167/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T08:45:48.004209+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":"2a7ade501deb70569eae3dc39f383825a97177d8","claim":"Q/C TECHNOLOGIES, INC.: Filed Certificate of Amendment to Certificate of Incorporation to effect a 1-for-100 reverse stock split of Common Stock (effective 2025-08-29).","evidence_excerpt":"On August 29, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Incorporation of the Company (the “Certificate of Incorporation”) with the Secretary of State of Delaware to effect a 1-for-100 reverse stock split of the shares of the Company’s Common Stock either issued and outstanding or held by the Company as treasury stock, effective as of 4:05 p.m. (New York time) on August 29, 2025 (the “Reverse Stock Split”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1321834/000164117225026167/0001641172-25-026167-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-08-29"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}