Q/C TECHNOLOGIES, INC.

false 0001321834 0001321834 2026-09-10 2026-09-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2026 Q/C Technologies, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-36268 22-2983783 (State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.) 1185 Avenue of the Americas , Suite 249 New York , NY 10036 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (856) 848-8698 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities Registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.001 per share QCLS The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.02 Termination of a Material Definitive Agreement. Termination of Chelsea Voss Consulting Agreement On September 10, 2026, Q/C Technologies, Inc. (the “ Company ”) and Chelsea Voss mutually terminated, effective immediately, that certain consulting agreement, dated as of January 16, 2026, originally reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) on January 23, 2026. Termination of Ocean Avenue Consulting Agreement On September 10, 2026, the Company and Ocean Avenue Holdings LLC, an entity affiliated with Martin Shkreli, mutually terminated, effective immediately, that certain consulting agreement, dated as of December 8, 2025, originally reported on the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2025. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Chelsea Voss On September 10, 2026, Chelsea Voss resigned as a member of the Company’s Board of Directors. Chelsea Voss’s resignation was not the result of any disagreement with the operations, policies or practices of the Company. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File (formatted as Inline XBRL) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Q/C TECHNOLOGIES, INC. Date: September 11, 2026 By: /s/ Joshua Silverman Name: Joshua Silverman Title: Executive Chairman