secwatch / observer

Q/C TECHNOLOGIES, INC. — fact timeline

Source-grounded facts extracted from Q/C TECHNOLOGIES, INC.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

QCLS Q/C TECHNOLOGIES, INC. JSON
Auditor Changes

Q/C TECHNOLOGIES, INC. engaged Grassi & Co., CPAs, P.C. as its auditor.

“On March 9, 2026, the Committee engaged Grassi & Co., CPAs, P.C. (“Grassi”) as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the year ended December 31, 2025, effective immediately.”
Auditor Changes

Q/C TECHNOLOGIES, INC. dismissed Stephano Slack LLC as its auditor.

“On March 9, 2026, the Audit Committee of the Board of Directors (the “Committee”) of Q/C Technologies, Inc. (the “Company”) approved the dismissal of Stephano Slack LLC (“Stephano Slack”) as the Company’s independent registered public accounting firm, effective as of the same date.”
Equity Issuances

Q/C TECHNOLOGIES, INC. issued 212,500 restricted shares of Common Stock of common stock to Ocean Avenue Holdings LLC.

“(iii) grant to the Consultant 212,500 restricted shares of Common Stock, which vest in four substantially equal installments on the quarterly anniversaries of the issuance date”
Equity Issuances

Q/C TECHNOLOGIES, INC. issued up to an aggregate of 212,500 shares of common stock of warrant to Ocean Avenue Holdings LLC.

“(ii) issue warrants to purchase up to an aggregate of 212,500 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company at an exercise price equal to $5.097 per share”
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.

“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”),”
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').

“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”).”
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.

“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”).”
Governance Changes

Q/C TECHNOLOGIES, INC.: Changed corporate name from TNF Pharmaceuticals, Inc. to Q/C Technologies, Inc (effective 2025-09-22).

“On September 22, 2025, the Company filed a Certificate of Amendment to Q/C Technologies, Inc. (the “Company”) Certificate of Incorporation (the “Certificate of Amendment”) to change the name of the Company from “TNF Pharmaceuticals, Inc.” to “Q/C Technologies, Inc.” effective as of September 22, 2025 (the “Name Change”).”
Governance Changes

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).

“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”).”
Governance Changes

Q/C TECHNOLOGIES, INC.: Increased authorized common stock from 250,000,000 to 1,250,000,000 shares and corresponding change to total authorized capital stock (effective 2025-06-06).

“On June 3, 2025, TNF Pharmaceuticals, Inc. (the “Company”) reconvened its 2025 annual meeting of stockholders, which was adjourned from May 20, 2025 (the “Annual Meeting”). At the Company’s Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (the “Share Increase Amendment”) to increase the number of authorized shares of common stock, par value $0.001 per share (“Common Stock”), from 250,000,000 shares to 1,250,000,000 and to make a corresponding change to the number of authorized shares of the Company’s capital stock. Following the Annual Meeting, on June 6, 2025, the Company filed the Share Increase Amendment with the Secretary of State of the State of Delaware.”
Governance Changes

Q/C TECHNOLOGIES, INC.: Lowered the required stockholder vote for matters other than election of directors from majority of voting power of shares present to majority of votes cast, excluding abstentions and broker non-votes; made corresponding change for class votes (effective 2025-05-09).

“On May 9, 2025, the board of directors of TNF Pharmaceuticals, Inc. (the “Company”) approved the first amendment (the “First Amendment”) to the bylaws of the Company (the “Bylaws”), effective as of May 9, 2025.”
Listing & Compliance Notices

Q/C TECHNOLOGIES, INC. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“March 17, 2025, TNF Pharmaceuticals, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.001 per share (“Common Stock”), for the 30 consecutive business days between January 30, 2025, to March 14, 2025, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with”

Stephen Friscia was appointed as Director at Q/C TECHNOLOGIES, INC..

“On June 13, 2024, Mr. Stephen Friscia was appointed to serve as a member of the Board until his successor has been duly elected and qualified or until his earlier resignation or removal.”

Mitchell Glass was appointed as President and Chief Medical Officer at Q/C TECHNOLOGIES, INC..

“On June 13, 2024, the Company appointed Mitchell Glass, M.D., a current member of the Board, to the positions of President and Chief Medical Officer, effective as of June 13, 2024.”

Christopher Chapman resigned as President and Chief Medical Officer at Q/C TECHNOLOGIES, INC..

“the Company and Christopher Chapman, M.D. mutually agreed on the separation of Dr. Chapman from his position as President, Chief Medical Officer and member of the board of directors”

Adam Kaplin resigned as Chief Scientific Officer at Q/C TECHNOLOGIES, INC..

“On April 15, 2024, Adam Kaplin, M.D., Ph.D., who served as Chief Scientific Officer of MyMD Pharmaceuticals, Inc. (the “Company”), tendered his resignation from his role as an officer of the Company, effective immediately.”
Material Agreements

Q/C TECHNOLOGIES, INC. amended Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock with Required Holders valued at Amends voting rights and director election rights for holders of Series F Convertible Preferred Stoc (effective 2024-04-08).

“The Amended and Restated Certificate of Designations was filed with the Secretary of State of the State of Delaware, effective as of April 8, 2024.”
Material Agreements

Q/C TECHNOLOGIES, INC. amended Omnibus Waiver and Amendment with Required Holders valued at Deferred installment amounts due March 1, 2024 and April 1, 2024 to May 1, 2024; waived breaches; am (effective 2024-04-05).

“On April 5, 2024, the Company entered into an Omnibus Waiver and Amendment (the “Omnibus Agreement”) with the Required Holders (as defined in the Certificate of Designations).”

Mitchell Glass was appointed as Director at Q/C TECHNOLOGIES, INC..

“the Company increased the authorized number of directors from six (6) to seven (7) and appointed Mitchell Glass to serve as a member of the Company’s board of directors”
Material Agreements

Q/C TECHNOLOGIES, INC. entered into Plan of Merger with MyMD New Jersey, MyMD Delaware (effective 2024-03-04).

“MyMD Pharmaceuticals, Inc., a New Jersey corporation (“MyMD New Jersey” or, prior to the Reincorporation (as defined below), the “Company”) merged with and into its wholly-owned subsidiary, MyMD Pharmaceuticals, Inc., a Delaware corporation (“MyMD Delaware” or, following the Reincorporation, the “Company”), with MyMD Delaware being the surviving corporation, pursuant to that certain Agreement and Plan of Merger, dated as of March 4, 2024, by and between MyMD New Jersey and MyMD Delaware (the “Plan of Merger”)”
Governance Changes

Q/C TECHNOLOGIES, INC.: Certificate of Amendment filed to effect a 1-for-30 reverse stock split and reduce authorized shares from 500 million to 16,666,666 (effective 2024-02-14).

“On February 13, 2024, MyMD Pharmaceuticals, Inc. (the " Company ") announced that it had filed with the Secretary of State of the State of New Jersey a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the " Charter Amendment ") to effect a 1-for-30 reverse stock split (the " Reverse Stock Split ") of the Company’s common stock, without par value (the " Common Stock "), effective as of 4:05 p.m. Eastern Standard Time on February 14, 2024 (the " Effective Time ").”
Listing & Compliance Notices

Q/C TECHNOLOGIES, INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“October 11, 2023, MyMD Pharmaceuticals, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business days between August 29, 2023, to October 10, 2023, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days”
Shareholder Votes

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.

“(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”
Shareholder Votes

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.

“(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”
Shareholder Votes

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.

“(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”
Shareholder Votes

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.

“(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”
Shareholder Votes

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.

“(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”

Paul Rivard was appointed as Chief Legal Officer at Q/C TECHNOLOGIES, INC..

“providing that Mr. Rivard be appointed as the Company’s Chief Legal Officer and that his annual base salary be set at $275,000, effective retroactively to January 1, 2023.”
Material Agreements

Q/C TECHNOLOGIES, INC. entered into Securities Purchase Agreement with certain accredited investors valued at $1,000 per share (effective 2023-02-21).

“As previously reported, on February 21, 2023, the Company entered into a definitive agreement (the “Securities Purchase Agreement”) with certain accredited investors to sell in a registered direct offering (i) an aggregate of 15,000 shares of the Company’s newly-designated Series F Convertible Preferred Stock with a stated value of $1,000 per share, convertible into shares of the Company’s common stock, no par value (the “Common Stock”), pursuant to the terms of the Securities Purchase Agreement, and (ii) warrants to acquire up to an aggregate of 6,651,885 shares of Common Stock, subject to adjustment.”
Material Agreements

Q/C TECHNOLOGIES, INC. entered into Engagement Letter with Katalyst Securities LLC valued at 6% of the gross proceeds.

“In connection with the Offering, pursuant to an Engagement Letter (the “Engagement Letter”), between the Company and Katalyst Securities LLC (the “Placement Agent”), the Company has agreed to pay the Placement Agent a cash fee equal to 6% of the gross proceeds from any sale of securities in the Offering.”
Material Agreements

Q/C TECHNOLOGIES, INC. entered into Securities Purchase Agreement with certain accredited investors valued at $15 million (effective 2023-02-21).

“On February 21, 2023, MyMD Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors in a registered direct offering (the “Offering”) (i) an aggregate of 15,000 shares of the Company’s newly-designated Series F Convertible Preferred Stock with a stated value of $1,000 per share, initially convertible into up to 6,651,885 shares of the Company’s common stock, no par value (the “Common Stock”), at a conversion price of $2.255 per share (the “Preferred Shares”), and (ii) warrants to acquire up to an aggregate of 6,651,885 shares of Common Stock (the “Warrants”). The closing of the Offering is expected to occur on February 23, 2023, subject to the satisfaction of customary closing conditions. The aggregate gross proceeds from the Offering are expected to be $15 million.”
Shareholder Votes

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, 2022 at the 2022-12-14 meeting.

“(2) Ratification of the appointment of Morison Cogen LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022: Votes For Votes Against Votes Abstaining 30,778,525 40,617 21,585”
Shareholder Votes

Q/C TECHNOLOGIES, INC. shareholders approved Election of six directors to hold office for a one year term at the 2022-12-14 meeting.

“(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 For Votes Withheld Broker Non-Votes Chris Chapman 19,923,914 287,893 10,628,920 Craig Eagle 20,115,061 96,746 10,628,920 Christopher C. Schreiber 20,066,262 145,545 10,628,920 Joshua Silverman 18,720,289 1,491,518 10,628,920 Jude Uzonwanne 17,816,077 2,395,730 10,628,920 Bill J. White 20,157,803 54,004 10,628,920”

Robert C. Schroeder departed as member of the board of directors at Q/C TECHNOLOGIES, INC..

“On September 1, 2021, Robert C. Schroeder, who served as a member of the board of directors of MyMD Pharmaceuticals, Inc. (the “Company”), passed away.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.