Business Context and Reporting Period
Company: Q/C Technologies, Inc. (QCLS)
Filing Type: Form 8-K (Current Report)
Report Date: January 16, 2026
Event: Entry into a material definitive consulting agreement and appointment of a new director.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses on a specific contractual agreement and personnel appointment.
- Consulting Fee: $12,500 per month ($150,000 annually), payable in arrears.
- Equity Compensation (RSUs): 212,500 restricted stock units vesting quarterly over 12 months.
- Equity Compensation (Options): Options to purchase 212,500 shares at an exercise price of the greater of $5.097 or the fair market value on the grant date, vesting quarterly over 12 months.
Material Changes
There are no financial changes reported versus prior periods. The material changes are operational and governance-related:
- New Agreement: Execution of a 12-month consulting agreement with Chelsea Voss for services including evaluating companies, analyzing technologies, and advising on acquisitions.
- Board Appointment: Chelsea Voss was appointed to the Board of Directors on January 16, 2026.
Outlook, Risks, and Management Commentary
Management Commentary: The Company highlighted Ms. Voss's background in engineering large-scale machine learning systems at OpenAI (contributing to GPT-4, ChatGPT, DALL·E 2, and Codex) and her prior experience at Pilot.com and Chime Inc. She was introduced to the Company by Martin Shkreli, an affiliate of Ocean Avenue Holdings LLC.
Risks and Contingencies: The filing notes that the equity awards are subject to the Consultant continuing to provide services through applicable vesting dates. No other specific risks or contingencies were disclosed in this report.
Investor Verification Checklist
- Verify the current fair market value of Q/C Technologies common stock to determine the final exercise price of the granted options (capped at a minimum of $5.097).
- Review the full text of the Consulting Agreement (Exhibit 10.1) for termination clauses and specific scope of services.
- Assess the potential dilution impact of the 425,000 total equity units (212,500 RSUs + 212,500 Options) granted to Ms. Voss.
- Confirm the relationship and potential conflicts of interest regarding the introduction by Martin Shkreli and Ocean Avenue Holdings LLC.