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): November 14, 2025

Q/C Technologies, Inc.

(Exact name of Registrant as specified in its charter)

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:

Securities Registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported below under Item 5.07 of this Current Report on Form 8-K, on November 14, 2025, Q/C Technologies, Inc. (the “Company”) reconvened a special meeting of stockholders which was adjourned from November 10, 2025 (the “Special Meeting”), at which the Company’s stockholders approved the second amendment (the “Incentive Plan Amendment”) to the Q/C Technologies, Inc. 2021 Equity Incentive Plan, as amended (the “Incentive Plan”), to increase the aggregate number of shares of common stock, par value $0.001 per share (the “Common Stock”) available for the grant of awards under the Incentive Plan by 1,375,000, to a total of 1,400,000 shares of Common Stock.

For more information about the Incentive Plan Amendment, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 20, 2025 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The foregoing description of the Incentive Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 14, 2025, the Company reconvened the Special Meeting. As of the close of business on September 18, 2025, the record date for the Special Meeting, there were (i) 2,052,974 shares of Common Stock outstanding and entitled to an aggregate of 2,052,974 votes, (ii) 72,992 shares of Series D Convertible Preferred Stock, par value $0.001 per share (“Series D Preferred Stock”), outstanding and entitled to an aggregate of 12 votes, (iii) 9,206 shares of Series G Convertible Preferred Stock, par value $0.001 per share (“Series G Preferred Stock”), outstanding and entitled to an aggregate of 40,860 votes after the application of the limitation on voting rights and the beneficial ownership limitations pursuant to the terms of the Series G Preferred Stock as set forth in the certificate of designations for the Series G Preferred Stock, (iv) 7,000 shares of Series H Convertible Preferred Stock, par value $0.001 per share (“Series H Preferred Stock”), outstanding and entitled to an aggregate of 357,045 votes after the application of the limitation on voting rights and the beneficial ownership limitations pursuant to the terms of the Series H Preferred Stock as set forth in the certificate of designations for the Series H Preferred Stock, (v) 747,362 shares of Series I Convertible Preferred Stock, par value $0.001 per share (“Series I Preferred Stock” and, together with the Series D Preferred Stock, Series G Preferred Stock and Series H Preferred Stock, the “Preferred Stock”), outstanding and entitled to an aggregate of 357,048 votes after the application of the limitation on voting rights and the beneficial ownership limitations pursuant to the terms of the Series I Preferred Stock as set forth in the certificate of designations for the Series I Preferred Stock, constituting all of the eligible securities entitled to vote on the proposals described below, provided, however, that holders of the Company’s Series I Preferred Stock and the holders of the Company’s Series H Preferred Stock were not entitled to vote on the Issuance Proposal (as defined below). Holders of the Company’s Common Stock and Preferred Stock with a total aggregate voting power of 1,129,053 votes were present in person or represented by proxy at the Special Meeting.

The matters described below were submitted to a vote of the holders of the Company’s Common Stock and Preferred Stock at the Special Meeting. Each proposal is described in detail in the Company’s Proxy Statement. All proposals were approved by the Company’s stockholders.

For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the Special Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.