Q/C TECHNOLOGIES, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

N/A

(Names of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

1185 Avenue of the Americas, Suite 249

New York, NY 10036

October 20, 2025

To the Stockholders of Q/C Technologies, Inc.:

You are cordially invited to attend the 2025 Special Meeting of Stockholders of Q/C Technologies, Inc., a Delaware corporation (the “Company”), to be conducted in a virtual format only via live audio webcast at 10:00 a.m., Eastern Time, on Monday, November 10, 2025, at www.virtualshareholdermeeting.com/QCLS2025SM.

We have decided to hold this special meeting virtually via live webcast on the internet because hosting a virtual special meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, and reduces the cost and environmental impact of the special meeting. You will be able to vote and submit questions electronically prior to the special meeting by visiting www.proxyvote.com, and during the special meeting by visiting www.virtualshareholdermeeting.com/QCLS2025SM. Specific instructions for accessing the meeting are provided in the enclosed Notice of Special Meeting of Stockholders and proxy card or voting instruction form you received. If you encounter any difficulties accessing the virtual special meeting, please call the technical support number available on the virtual meeting page on the morning of the special meeting.

Your vote is very important. Whether or not you expect to be present at the special meeting, please vote as promptly as possible to ensure your representation and the presence of a quorum at the special meeting. As an alternative to voting during the special meeting, you may vote online, by phone or by mail by following the instructions on the enclosed proxy card. Voting online, by phone or by written proxy ensures your representation at the special meeting regardless of whether you attend the virtual meeting. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the special meeting and vote. Failure to do so may result in your shares not being eligible to be voted by proxy at the special meeting. On behalf of the Board of Directors, I urge you to submit your proxy as soon as possible, even if you currently plan to attend the meeting virtually.

If you have any questions or need assistance with voting, please contact Joshua Silverman, our Executive Chairman, at 512-994-4917.

If you plan to virtually attend the special meeting, you will need the 16-digit control number on the enclosed proxy card or on the instructions that accompany your proxy materials. The special meeting will begin promptly at 10:00 a.m., New York time. Online check-in will begin at 9:45 a.m., New York time, and you should allow ample time for the online check-in procedures.

Thank you for your support of our company. I look forward to seeing you at the special meeting.

By Order of the Board,

/s/ Joshua Silverman

Joshua Silverman

Executive Chairman of the Board of Directors

October 20, 2025

Important Notice Regarding The Availability Of Proxy Materials For The STOCKholder Meeting To Be Held On NOVEMBER 10, 2025:

Our official Notice of Special Meeting of Stockholders and Proxy Statement are available at:www.proxyvote.com.

1185 Avenue of the Americas, Suite 249

New York, NY 10036

Notice of SPECIAL Meeting of Stockholders

to be Held on november 10, 2025

The 2025 Special Meeting (the “Special Meeting”) of the stockholders of Q/C Technologies, Inc., a Delaware corporation (the “Company”), will be held at 10:00 a.m. Eastern Time, on Monday, November 10, 2025, in a virtual format only via live audio website at www.virtualshareholdermeeting.com/QCLS2025SM. We will consider and act on the following items of business at the Special Meeting:

Stockholders are referred to the Proxy Statement for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration,the Board of Directors recommends a vote “FOR” the Issuance Proposal, the Incentive Plan Amendment Proposal, the Reverse Stock Split Proposal and the Adjournment Proposal.

We have decided to hold the Special Meeting virtually via live webcast on the internet because hosting the Special Meeting virtually enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders and reduces the cost and environmental impact of the Special Meeting. Stockholders will not be able to attend the Special Meeting in person; however, stockholders of record will be able to vote and submit questions electronically prior to the Special Meeting by visiting www.proxyvote.com, and during the Special Meeting by visiting www.virtualshareholdermeeting.com/QCLS2025SM, and entering the 16-digit control number included on the enclosed proxy card or on the instructions that accompany your proxy materials. Specific instructions for accessing the Special Meeting are provided in the enclosed Notice of Special Meeting of Stockholders and proxy card or voting instruction form you received.

The Board has fixed the close of business on September 18, 2025, as the record date for the Special Meeting (the “Record Date”). Only holders of record at the close of business on the Record Date of shares of our Common Stock, our Series D Convertible Preferred Stock, par value $0.001 per share (“Series D Preferred Stock”), our Series G Convertible Preferred Stock, par value $0.001 per share (“Series G Preferred Stock”), our Series H Convertible Preferred Stock, par value $0.001 per share (“Series H Preferred Stock”), and our Series I Convertible Preferred Stock, par value $0.001 per share (“Series I Preferred Stock”) are entitled to receive notice of the Special Meeting. Only holders of record at the close of business on the Record Date of shares of (i) our Common Stock, (ii) our Series D Preferred Stock, subject to the terms of the Certificate of Designations of Preferences, Rights and Limitations of the Series D Preferred Stock, as amended, (iii) our Series G Preferred Stock, subject to the terms of the Certificate of Designations of Series G Preferred Stock, as amended, (iv) our Series H Preferred Stock, subject to the terms of the Certificate of Designations of Series H Preferred Stock (except with respect to the Issuance Proposal, which such holders of Series H Preferred Stock are not entitled to vote their shares of Series H Preferred Stock on), and (v) our Series I Preferred Stock, subject to the terms of the Certificate of Designations of Preferences, Rights and Limitations of the Series I Preferred Stock (except with respect to the Issuance Proposal, which such holders of Series I Preferred Stock are not entitled to vote their shares of Series I Preferred Stock on) are entitled to vote at the Special Meeting or at any postponement(s) or adjournment(s) of the Special Meeting. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection at the office of the Company during regular business hours for the 10 calendar days prior to and during the Special Meeting. A complete list of registered stockholders entitled to vote at the Special Meeting will also be available for viewing during the Special Meeting by visiting www.virtualshareholdermeeting.com/QCLS2025SM. Stockholders will be also able to submit questions during the Special Meeting.

You can vote virtually during the Special Meeting by use of a proxy card if you receive a printed copy of our proxy materials, or via the Internet or telephone as indicated on the proxy card. If you hold shares of Common Stock, Series D Preferred Stock, Series G Preferred Stock, Series H Preferred Stock or Series I Preferred Stock as the stockholder of record on the Record Date, then you have the right to vote those shares at the Special Meeting; provided that the holders of Series H Preferred Stock or Series I Preferred Stock are not entitled to vote for the Issuance Proposal. If you are a beneficial owner and hold such shares in street name, then you can vote the shares you beneficially own through the online voting platform under a legal proxy from your bank, brokerage firm or other nominee and are not required to take any additional action to obtain a legal proxy. Please follow the instructions at www.virtualshareholdermeeting.com/QCLS2025SM in order to vote your shares during the Special Meeting, whether you hold your shares of record or in street name.

Whether or not you expect to attend the Special Meeting, we urge you to vote your shares as promptly as possible by Internet, telephone or mail so that your shares may be represented and voted at the Special Meeting.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT. TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE SPECIAL MEETING. PLEASE VOTE IN ONE OF THESE WAYS:

STOCKHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES AND VOTE VIRTUALLY IF THEY DESIRE.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Special Meeting virtually and vote. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting.

By Order of the Board,

/s/ Joshua Silverman

Joshua Silverman

Executive Chairman of the Board of Directors

October 20, 2025

Table Of Contents

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Q/C TECHNOLOGIES, Inc.

1185 Avenue of the Americas, Suite 249

New York, NY 10036

Proxy Statement

for

SPECIAL Meeting of Stockholders

TO BE HELD ON NOVEMBER 10, 2025

Unless the context otherwise requires, references in this Proxy Statement to “we,” “us,” “our,” the “Company,” or “Q/C” refer to Q/C Technologies, Inc., a Delaware corporation, and its consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our voting securities, which consist of: our common stock, par value $0.001 per share (the “Common Stock”); our Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”); our Series G Convertible Preferred Stock, par value $0.001 per share (the “Series G Preferred Stock”); our Series H Convertible Preferred Stock, par value $0.001 per share (the “Series H Preferred Stock”); and our Series I Convertible Preferred Stock, par value $0.001 per share (the “Series I Preferred Stock”), in each case, entitled to vote at the special meeting of stockholders of the Company (the “Special Meeting”).

The accompanying proxy is solicited by the board of directors (the “Board”) on behalf of the Company to be voted at the 2025 special meeting of stockholders of the Company (the “Special Meeting”) to be held virtually via live webcast on the Internet at www.virtualshareholdermeeting.com/QCLS2025SM, on November 10, 2025, at 10:00 a.m., New York time, for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders (the “Notice”), and at any postponement(s), adjournment(s) or recess(es) thereof. This Proxy Statement, along with the Notice and proxy card are being mailed to our stockholders beginning on or about October 20, 2025.

If you held shares of Common Stock, Series D Preferred Stock, Series G Preferred Stock, Series H Preferred Stock or Series I Preferred Stock at the close of business on the Record Date (as defined below), you are invited to attend the Special Meeting virtually at www.virtualshareholdermeeting.com/QCLS2025SM and vote on the proposal described in this Proxy Statement.

The Company will pay the costs of soliciting proxies from stockholders. Our directors, officers and employees may solicit proxies on behalf of the Company, without additional compensation, by telephone, facsimile, mail, on the Internet or in person.

Our executive offices are located at, and our mailing address is, 1185 Avenue of the Americas, Suite 249, New York, NY 10036.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE Meeting of STOCKHOLDERs TO BE HELD ON NOVEMBER 10, 2025:

Our official Notice of Special Meeting of Stockholders and the Proxy Statement are available at:www.proxyvote.com.

1185 Avenue of the Americas, Suite 249

New York, NY 10036

Telephone: (512) 994-4917