Business Context and Reporting Period
Company: Q/C Technologies, Inc. (QCLS)
Filing Type: Form 8-K (Current Report)
Date of Report: December 8, 2025
Event: Entry into a Material Definitive Agreement (Consulting Services)
Key Financial Metrics and Transaction Details
This filing reports a specific contractual agreement rather than periodic financial performance. No revenue, profit, cash flow, or debt metrics are disclosed in this document.
- Consulting Fee: $12,500 per month ($150,000 annually), payable in arrears.
- Equity Compensation (Warrants): 212,500 warrants to purchase common stock at an exercise price of $5.097 per share.
- Equity Compensation (Restricted Stock): 212,500 restricted shares of common stock.
- Term: 12 months, unless terminated earlier.
- Counterparty: Ocean Avenue Holdings LLC (affiliated with Martin Shkreli).
Material Changes and Vesting Schedule
The agreement introduces new fixed costs and potential equity dilution effective December 8, 2025.
- Vesting Schedule: Both the warrants and restricted shares vest in four substantially equal installments on each quarterly anniversary of the issuance date, contingent on continued service.
- Exercise Restrictions: Warrants cannot be exercised if the consultant or affiliates would beneficially own more than 4.99% (or 9.99% at election) of outstanding shares.
- Expiration: Warrants expire five years from the date of issuance.
Guidance, Risks, and Unusual Items
Management Commentary: The consultant is engaged to evaluate companies, analyze technologies, advise on acquisitions, and introduce key opinion leaders and prospective board members.
Risks and Contingencies:
- Equity Dilution: Issuance of 212,500 restricted shares and warrants for an additional 212,500 shares.
- Regulatory Compliance: Securities were issued under Section 4(a)(2) of the Securities Act of 1933 (exemption for transactions not involving a public offering).
- Concentration Risk: The consultant is an entity affiliated with a high-profile individual (Martin Shkreli), which may attract market scrutiny.
Investor Verification Checklist
- Verify the current share count to assess the immediate dilution impact of the 212,500 restricted shares.
- Confirm the market price of QCLS relative to the $5.097 warrant exercise price to determine if the warrants are in-the-money.
- Review the full text of the Consulting Agreement (Exhibit 10.1) for termination clauses and specific performance metrics.
- Monitor future filings for any changes in the consultant's beneficial ownership percentage.