{"schema_version":"secwatch.filing_event.v1","accession":"0001641172-25-026762","form_type":"8-K/A","ticker":"QCLS","cik":"0001321834","company_name":"Q/C TECHNOLOGIES, INC.","filed_at":"2025-09-05T23:59:59+00:00","discovered_at":"2026-05-14T18:02:43.653405+00:00","generated_at":"2026-05-17T07:53:27.075009+00:00","sec_items":["9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"TNF Pharmaceuticals acquires LPU Holdings LLC for Series I Preferred Stock plus contingent milestones","bullets":["TNF to acquire 100% of LPU Holdings LLC; closing consideration is Series I Convertible Preferred Stock convertible into 747,362 common shares.","Contingent milestone payments include 6.25%/5% of equity offering proceeds up to $50M and a one-time share payment representing 10% of fully diluted shares upon reaching $50M aggregate proceeds.","Additional $1.75M payment (cash/equity) if TNF market cap reaches $100M for 10 consecutive trading days after 90 days post-closing.","Concurrent equity offering of at least $7.5M at $5.00/sh (Series H preferred) is a condition to closing.","Acquisition includes a License Agreement with LightSolver Ltd. for technology rights."],"urls":{"canonical":"https://secwatch.observer/filing/0001641172-25-026762","json":"https://secwatch.observer/filing/0001641172-25-026762.json","markdown":"https://secwatch.observer/filing/0001641172-25-026762.md","text":"https://secwatch.observer/filing/0001641172-25-026762.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1321834/000164117225026762/0001641172-25-026762-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1321834/000164117225026762/form8-ka.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T07:53:27.075009+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":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}