Q/C TECHNOLOGIES, INC.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
QCLS$0.34+2.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-19.
0001493152-25-024320
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023751
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 221 previous paragraphs and 141 current paragraphs.
67 unchanged; 51 reworded; 21 added; 83 removed; 20 previous and 2 current paragraphs rearranged.
Tables are not compared: 12 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
Executive Employment Agreement
Current report
On April 13, 2026, the Company entered into an executive compensation agreement (the “Employment Agreement”) with Joshua Silverman, who serves as the Company’s Executive Chairman, setting forth the terms and conditions of Mr. Silverman’s continued employment as a member of the Company’s Board of Directors and as the Company’s Executive Chairman. The Employment Agreement has a three-year initial term commencing on April 13, 2026 (the “Effective Date”), which term automatically renews each year for successive one-year terms, unless earlier terminated by either party in accordance with the terms of the Employment Agreement.
Current report
The Employment Agreement provides that Mr. Silverman will be entitled to receive an annual base salary of one hundred and twenty thousand dollars ($120,000) (“Base Salary”), payable in accordance with the Company’s normal payroll practices. For each fiscal year during the employment period, Mr. Silverman is eligible to receive an annual bonus upon achievement of target objectives and performance criteria, payable on or before March 15 of the fiscal year following the fiscal year to which the bonus relates. The Employment Agreement also entitles Mr. Silverman to receive customary benefits and reimbursement for ordinary business expenses.
Current report
Pursuant to the Employment Agreement, Mr. Silverman is entitled to receive, on the Effective Date and subsequently on the first day of each calendar quarter thereafter, a number of fully vested restricted stock units (“RSUs”) equal to an aggregate value of $60,000 per grant calculated based on the closing price of the Company’s Common Stock as of the grant date or the closing price of the last preceding business day if the grant date is not a business day (rounded down for any fractional shares). The RSUs granted pursuant to the Employment Agreement are subject to the terms and conditions of the Company’s standard restricted stock unit award agreement and the Company’s long-term equity incentive plan. With respect to the RSU grants provided in the Employment Agreement, the Company further agreed to provide Mr. Silverman with an additional lump-sum cash payment equal to any estimated personal income and applicable employment taxes to be withheld or paid in connection with Mr. Silverman’s receipt of the applicable RSUs.
Current report
In the event Mr. Silverman’s employment is terminated by the Company for Cause (as defined in the Employment Agreement) or by Mr. Silverman without Good Reason (as defined in the Employment Agreement), Mr. Silverman will be entitled to: (i) any earned but unpaid Base Salary earned during his employment and applicable to all pay periods prior to the termination date, and (ii) any unpaid expense reimbursements and vested amounts and benefits in accordance with the terms of any applicable plan, program, corporate governance document, policy, agreement or arrangement of the Company (collectively, “Accrued Compensation”).
Current report
If Mr. Silverman’s employment is terminated prior to the end of the term by the Company without Cause or by Mr. Silverman for Good Reason, then, subject to certain conditions set forth in the Employment Agreement (including the execution and non-revocation of a general release of claims), Mr. Silverman will be entitled to: (i) Accrued Compensation; (ii) severance equal to two times the sum of (A) Mr. Silverman’s Base Salary in effect at the time his employment terminates and (B) the target bonus for the year of termination prorated based upon the number of days worked for the year of termination; and (iii) accelerated vesting of the unvested portion of any outstanding equity awards.
Current report
If Mr. Silverman’s employment is terminated prior to the end of the term by the Company without Cause or by Mr. Silverman for Good Reason within two (2) years after a Change in Control (as defined in the Employment Agreement) or within six (6) months prior to a Change in Control, Mr. Silverman will be entitled to: (i) Accrued Compensation; (ii) severance equal to three times the sum of (A) Mr. Silverman’s Base Salary in effect at the time his employment terminates and (B) the target bonus for the year of termination prorated based upon the number of days worked for the year of termination; and (iii) accelerated vesting of the unvested portion of any outstanding equity awards.
Current report
The Employment Agreement also contains customary provisions relating to, among other things, confidentiality and non-disparagement.
Current report
Revenue
Current report
Our research and development expenses consist of costs associated with both our laser-based computing business and the maintenance of our legacy pharmaceutical product candidates, Isomyosamine and Supera-CBD. For our laser-based computing business, these costs include prototype development expenses for the qc-LPU100, performance benchmarking activities, LightSolver licensing costs, consulting and general development expenses, and related engineering and technical costs. For our legacy pharmaceutical business, these costs include, but are not limited to:
Current report
It is difficult to project with absolute accuracy the duration or final cost of the development of our laser-based computing products, including the qc-LPU100, or our legacy pharmaceutical product candidates, Isomyosamine and Supera-CBD, or if revenue will be generated from the commercialization of any of these products. For our laser-based computing business, costs will depend on the pace of prototype development, benchmarking results, regulatory certifications, and deployment timelines. For our legacy pharmaceutical business, the process of achieving regulatory approval is very costly and time consuming.
Current report
Revenue
Current report
Liquidity and Capital Resources
Current report
Overview
Current report
Our primary source of liquidity to date has been funding from our stockholders through the sale of equity securities and the exercise of derivative securities, including warrants. We expect our primary sources of future liquidity in the short to mid-term to be derived from the exercising of outstanding warrants, and future equity or debt financings.
Current report
Based on our current operating plan, existing cash balances, and expected cash flows, management believes that the Company has sufficient liquidity to fund its operations for at least the next twelve months. However, our ability to continue as a going concern is dependent on our ability to increase revenues, manage operating expenses, and access additional capital as needed. Liquidity constraints and access to capital markets could negatively affect our liquidity and require changes to our operating or investment strategy.
Current report
Our future capital requirements will depend on numerous factors, including the timing and extent of market acceptance of our products and services, investments in product development, sales and marketing activities, working capital requirements, and the timing and amount of future revenue. We may seek to raise additional capital through equity or debt financings, strategic partnerships, or other arrangements. There can be no assurance that such financing will be available on acceptable terms, or at all
Current report
During the three months ended March 31, 2026, cash flows used in operating activities were $3,286,563, consisting primarily of a net loss of $1,242,777 and changes in operating assets and liabilities.
Current report
As of March 31, 2026, the Series F Exercise Price was $3.3713 per share.
Current report
As of March 31, 2026, the Series F-1 Exercise Price was equal to $3.3713 per share and Series F-1 Short-Term Warrants and Series F-1 Long-Term Warrants were outstanding to purchase up to 1,322,942 shares and 1,497,942 shares of Common Stock, respectively.
Current report
Placement Agent Warrants
Removed paragraphs (83)
Previous report
Business Strategy
Previous report
Since September 2025, the Company has undertaken several initiatives to implement its strategic shift, including closing a $7.0 million private placement of Series H Preferred Stock, changing its corporate name and ticker symbol to QCLS to align branding with laser-based computing, appointing a senior quantum advisor, and initiating prototype development and validation of the qc-LPU100. These actions have redirected the Company’s resources from pharmaceutical research and development to technology adaptation. The Company continues to evaluate Isomyosamine and Supera-CBD for potential divestiture to maximize value. However, there can be no assurances that these efforts will be successful or that the Company will achieve the anticipated benefits from its strategic shift.
Previous report
Over the next twelve months, the Company anticipates finalizing qc-LPU100 prototypes, conducting internal performance benchmarking for DePin Token and artificial intelligence high-performance computing applications, securing patents or extensions on intellectual property licensed under the agreement with LightSolver, leveraging the senior quantum advisor’s expertise for prototype optimization, and initiating pilot testing with select AI and DePin Token users. The Company also expects to explore strategic partnerships for proof-of-concept deployments and may raise additional financing through registered or private offerings. By the second half of 2026, the Company anticipates launching beta units to early adopters, obtaining regulatory certifications for hardware deployment, divesting non-core pharmaceutical programs to bolster cash reserves, and targeting initial revenue from sales and leasing of LPUs. By the end of 2026, the Company expects to deploy initial commercial clusters, expand marketing efforts to global cryptocurrency infrastructure participants, and monitor progress toward broader scale by the end of 2027.
Previous report
Revenue Strategy
Previous report
The Company plans to generate revenue primarily through direct sales, leasing, and licensing of qc-LPU100 units to AI and DePin Token users and cryptocurrency infrastructure participants. Potential revenue streams may include hardware sales, subscription-based access to LPU clusters, and royalties from integrated blockchain solutions. The Company anticipates that energy efficiency and performance improvements may provide cost savings to clients, which could drive adoption. Challenges to achieving revenue targets include securing additional capital amid cryptocurrency market volatility, technology validation risks, and potential non-compliance with Nasdaq listing requirements.
Previous report
Market Opportunity
Previous report
The Company’s focus on energy-efficient laser-based computing for cryptocurrency infrastructure intersects the broader blockchain and photonic integrated circuits (“PICs”) and silicon photonics markets. Growth in these markets is driven by the industry’s transition toward hybrid blockchain models and AI-blockchain convergence. The Company intends to target a meaningful market share for its LPUs, but there can be no assurances that it will achieve any specific market penetration.
Previous report
Regulatory Considerations
Previous report
The Company faces multi-layered hurdles at the intersection of crypto, hardware, and emerging quantum technology. The Company’s hardware may also be subject to export controls under the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR), as well as FCC and UL certifications for energy-efficient devices. Additional regulatory risks include evolving SEC and Commodity Futures Trading Commission (CFTC) guidance on DePin Tokens and cryptocurrency energy usage, and compliance with the European Union’s Markets in Crypto-Assets Regulation (MiCA). Post-quantum cryptography standards, cybersecurity risks, and potential intellectual property enforcement challenges under the LightSolver license agreement may also impact operations. There can be no assurances that the Company will remain in compliance with applicable laws and regulations or that regulatory developments will not adversely affect its business.
Previous report
Authorized Share Increase
Previous report
On June 3, 2025, the Company reconvened its 2025 annual meeting of stockholders, which was adjourned from May 20, 2025 (the “Annual Meeting”). At the Company’s Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (the “Share Increase Amendment”) to increase the number of authorized shares of Common Stock from 250,000,000 shares to 1,250,000,000 and to make a corresponding change to the number of authorized shares of the Company’s capital stock. Following the Annual Meeting, on June 6, 2025, the Company filed the Share Increase Amendment with the Secretary of State of the State of Delaware.
Previous report
Name Change
Previous report
On September 22, 2025, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation to change the name of the Company from “TNF Pharmaceuticals, Inc.” to “Q/C Technologies, Inc.,” effective as of September 25, 2025. In addition, effective before the open of market trading on September 25, 2025, the Company’s Common Stock ceased trading under the ticker symbol “TNFA” and began trading on the Nasdaq Stock Market under the ticker symbol “QCLS”.
Previous report
Going Concern
Previous report
Our research and development expenses for the nine months ended September 30, 2025, primarily consist of costs associated with the development of Isomyosamine and Supera-CBD. These costs include, but are not limited to:
Previous report
Warrant Issuance Expenses
Previous report
Warrant issuance expenses associated with the issuance of the Series H Convertible Preferred Stock, par value $0.001 per share, and associated warrants totaled $264,417 and $0 for the three months ended September 30, 2025 and 2024, respectively. These costs included placement agent, legal and accounting fees.
Previous report
Other expenses, net of income totaled $1,022,736 for the three months ended September 30, 2025, and other expenses, net of income, totaled $103,752 for the three months ended September 30, 2024.
Previous report
During the three months ended September 30, 2024, we received an insurance settlement of $100,000 for the casualty loss that occurred in July 2023.
Previous report
General and Administrative Expenses
Previous report
Personnel costs decreased $226,766 during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. During August 2024, an executive employee’s salary was reduced as part of the Company’s cost reduction plan.
Previous report
Other administrative expenses decreased $264,134 during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These costs include board of director expenses, business insurance, corporate travel and other general operating expenses. We incurred decreases in costs associated with board of director fees, business insurance, and the majority of the other expenses in this category.
Previous report
Stock-Based Compensation
Previous report
Stock-based compensation decreased $781,264 during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. During the nine months ended September 30, 2024, two tranches of the June 7, 2023 stock options were being amortized, during the nine months ended September 30, 2025 only the expenses for the final tranche of the June 7, 2023 stock options were recognized. Additionally, there were several forfeitures of unvested stock options related to separated employees between the two reporting periods.
Previous report
Francise Tax Expenses
Previous report
Franchise taxes for the state of Delaware totaled $200,050 and $40,548 for the nine months ended September 30, 2025 and 2024, respectively.
Previous report
Warrant Issuance Expenses
Previous report
During the nine months ended September 30, 2025, warrant issuance expenses associated with the issuance of the Series H Preferred Stock and associated warrants totaled $264,417. During the nine months ended September 30, 2024, warrant issuance expenses associated with the issuance of the Series F-1 Preferred Stock and the Series G Preferred Stock and associated warrants totaled $1,508,602. These costs included placement agent, legal, and accounting fees.
Previous report
Research and Development Expenses
Previous report
The table below summarizes our research and development expenses for the nine months ended September 30, 2025 and 2024:
Previous report
Salaries and wages decreased $450,953 during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. During the nine months ended September 30, 2024, the Company recorded payroll and severance expenses for three employees. During the nine months ended September 30, 2025, the Company one staff member.
Previous report
Regulatory expenses decreased $390 during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These costs are associated with the development and management of the protocols used in various studies.
Previous report
Other Income and Expense
Previous report
During the nine months ended September 30, 2024, we recorded a loss of $4,410,000 related to the change in fair value of the warrant liabilities as follows:
Previous report
During the nine months ended September 30, 2025, we recorded a gain of $244,000 related to the change in fair value of the derivative liabilities as follows:
Previous report
During the nine months ended September 30, 2024, we recorded a loss of $11,000 related to the change in fair value of the derivative liabilities as follows:
Previous report
During the nine months ended September 30, 2024, we recorded a loss associated with the issuance of the Series F-1 Preferred Stock totaling $3,737,000 and the Series G Preferred Stock totaling $5,109,000. The losses resulted from the fair market value of the issued warrants exceeding the sum of the gross proceeds, discount and derivative derived from the placement of the preferred shares.
Previous report
During the nine months ended September 30, 2024, we received an insurance settlement of $100,000 for the casualty loss that occurred in July 2023.
Previous report
During the nine months ended September 30, 2024, cash flows used in operating activities were $6,855,523, consisting primarily of a net loss of $21,296,80, a decrease in prepaid expenses of $491,875, a decrease in deferred compensation payable of $100,538, and an increase in dividends payables of $1,356,709 offset by non-cash losses for the issuance of preferred stock of $8,846,000, the change in fair value of warrants of $4,410,000, the change in fair value of derivatives of $367,000, and stock-based compensation of $970,754, and an increase in trade and other payables of $444,119.
Previous report
Net cash provided by financing activities during the nine months ended September 30, 2024 was $13,926,528 which consisted of payments for the redemption of Series F Preferred Stock and the related dividends and premiums and the proceeds from the sale of the Series F-1 Preferred Stock and the Series G Preferred Stock.
Showing the first 40 of 83 passages. Open the source sections for the rest.
Reworded paragraphs (51)
Previous wording
QCLS has historically been engaged in the development and commercialization of two therapeutic platforms based on well-defined targets: Isomyosamine and Supera-CBD. Recently, the Company has shifted its business strategy to focus on energy-efficient blockchain and cryptocurrency infrastructure through quantum-class laser-based computing. The Company’s core strategy leverages an exclusive global licensing agreement with LightSolver Ltd. (“LightSolver”) to deploy innovative laser processing units (“LPUs”), specifically the Company-branded qc-LPU100™ (“qc-LPU100”), which harnesses the natural properties of light with the goal of achieving high computational speed and energy efficiency. The qc-LPU100 is intended to address complex combinatorial and physical problems, such as partial differential equations, and is targeted for applications in cryptocurrency, decentralized physical infrastructure tokens (“DePin Tokens”), and artificial intelligence-driven high-performance computing that relies on decentralized networks. The Company seeks to position itself as a first-mover in bridging laser-based computing with cryptocurrency infrastructure, addressing industry challenges including high energy consumption, scalability limitations, and reliance on traditional graphics processing units (“GPUs”). LPUs are designed to operate at room temperature in standard rack-unit sizes and are intended to outperform GPUs and quantum processing units (“QPUs”) in speed, efficiency, and sustainability, while enhancing blockchain security.
Current wording
QCLS has historically been engaged in the development and commercialization of two therapeutic platforms based on well-defined targets: Isomyosamine and Supera-CBD. Recently, the Company has shifted its business strategy to focus on energy-efficient blockchain and cryptocurrency infrastructure through quantum-class laser-based computing. The Company’s core strategy leverages an exclusive global licensing agreement with LightSolver Ltd. (“LightSolver”) entered into on September 2, 2025, to deploy innovative laser processing units (“LPUs”), specifically the Company-branded qc-LPU100™ (“qc-LPU100”), which harnesses the natural properties of light with the goal of achieving high computational speed and energy efficiency. The qc-LPU100 is intended to address complex combinatorial and physical problems, such as partial differential equations, and is targeted for applications in cryptocurrency, decentralized physical infrastructure tokens (“DePin Tokens”), and artificial intelligence-driven high-performance computing that relies on decentralized networks. The Company seeks to position itself as a first-mover in bridging laser-based computing with cryptocurrency infrastructure, addressing industry challenges including high energy consumption, scalability limitations, and reliance on traditional graphics processing units (“GPUs”). LPUs are designed to operate at room temperature in standard rack-unit sizes and are intended to outperform GPUs and quantum processing units (“QPUs”) in speed, efficiency, and sustainability, while enhancing blockchain security.
Previous wording
As of September 30, 2025, the Company’s cash on hand was $6.9 million and marketable securities were $3.1 million. The Company has incurred a net loss from operations of $5.7 million for the nine months ended September 30, 2025. As of September 30, 2025, the Company had working capital of $4.6 million and stockholders’ equity of $14.3 million including an accumulated deficit of $137.6 million. During the nine months ended September 30, 2025, cash flows used in operating activities were $5.9 million consisting primarily of a net loss of $5.7 million, Since its inception, the Company has met its liquidity requirements principally through the sale of its Common Stock and Preferred Stock in public and private placements.
Current wording
As of March 31, 2026, the Company’s cash on hand was $1.13 million and marketable securities were $11.85 million. The Company has incurred a net loss from operations of $1.86 million for the three months ended March 31, 2026. As of March 31, 2026, the Company had working capital of $10.02 million and stockholders’ equity of $20.70 million including an accumulated deficit of $145.65 million. During the three months ended March 31, 2026, cash flows used in operating activities were $3.29 million consisting primarily of a net loss of $1.24 million, Since its inception, the Company has met its liquidity requirements principally through the sale of its Common Stock and Preferred Stock in public and private placements.
Previous wording
The Company evaluated the current cash requirements for operations in conjunction with management’s strategic plan and believes that the Company’s current financial resources as of the date of the issuance of these condensed consolidated financial statements are sufficient to fund its current operating budget and contractual obligations as of September 30, 2025 as they fall due within the next twelve-month period, alleviating any substantial doubt raised by the Company’s historical operating results and satisfying its estimated liquidity needs for twelve months from the issuance of these condensed consolidated financial statements.
Current wording
The Company evaluated the current cash requirements for operations in conjunction with management’s strategic plan and believes that the Company’s current financial resources as of the date of the issuance of these condensed consolidated financial statements are sufficient to fund its current operating budget and contractual obligations as of March 31, 2026 as they fall due within the next twelve-month period following the issuance of these condensed consolidated financial statements, alleviating any substantial doubt raised by the Company’s historical operating results and satisfying its estimated liquidity needs for twelve months from the issuance of these condensed consolidated financial statements.
Previous wording
None of our two employees are principally involved in research and development activities for either Isomyosamine or Supera-CBD. Their salaries, wages and benefits are captured as a component of research and development but not allocated to specific projects.
Current wording
None of our two employees are principally involved in research and development activities for either the laser-based computing business or our legacy pharmaceutical product candidates, Isomyosamine or Supera-CBD. Their salaries, wages and benefits are captured as a component of research and development but not allocated to specific projects.
Previous wording
Personnel costs decreased $50,608 during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. During the three months ended September 30, 2024, the Company had three employees, during the three months ended September 30, 2025, there are two employees.
Current wording
Personnel costs increased $43,486, or 39%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. During the three months ended March 31, 2025, the Company had three employees, during the three months ended March 31, 2026, there are three employees. Employment for two employees terminated in 2025 and two new employees joined the Company for the three months ended March 31, 2026. The increase in personal cost directly relates to the increased compensation (salaries) of the new employees hired in 2026.
Previous wording
Professional services costs increased $118,525 during the three months ended September 30, 2025, compared to the three months ended September 30, 2024. These costs included legal and accounting and specialized consulting services regularly incurred in the normal course of business. The increase is primarily related to a increases in fees for recruiting services, legal fees, and general business consulting services.
Current wording
Professional services costs increased $315,604, or 133%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. These costs included legal and accounting and specialized consulting services regularly incurred in the normal course of business. The increase is primarily related to increases in fees for recruiting services, legal fees, and general business consulting services; primarily supporting the 2025 financial statement audit and the preparation of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
Stock market and investor relations costs decreased $134,398 during the three months ended September 30, 2025, compared to the three months ended September 30, 2024. These costs include the annual Nasdaq listing fees, activities related to keeping the shareholder base informed through press releases, presentations and other communication efforts and the costs of annual stockholder meetings. The decrease is primarily due to the costs associated with the special stockholder meeting held in July 2024 and a corporate branding project performed in August 2024.
Current wording
Stock market and investor relations costs decreased $132,001, or 74%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. These costs include the annual Nasdaq listing fees, activities related to keeping the shareholder base informed through press releases, presentations and other communication efforts and the costs of annual stockholder meetings. The decrease is primarily due to the costs associated with corporate branding efforts during the three months ended March 31, 2026, in connection with the Company’s quantum-class laser-based computing business strategy.
Previous wording
Other administrative expenses decreased $469,816 during the three months ended September 30, 2025, compared to the three months ended September 30, 2024. These costs include board of director expenses, business insurance, corporate travel and other general operating expenses. We incurred decreases in costs associated with board of director fees, business insurance, and the majority of the other expenses in this category.
Current wording
Other administrative expenses decreased $2,124, or 1%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. These costs include board of director expenses, business insurance, corporate travel and other general operating expenses. Costs were generally unchanged during the three months ended March 31, 2026, compared to the three months ended March 31, 2025.
Previous wording
Stock-based compensation decreased $16,935 during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. All of the stock options issued on June 7, 2023 fully vested during June 2025. The was no stock-based compensation issued during the three months ended September 30, 2025.
Current wording
Stock-based compensation decreased $26,030, or 31%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. All of the stock options issued on June 7, 2023 fully vested during June 2025.
Previous wording
Franchise taxes for the state of Delaware totaled $200,050 and $0 for the three months ended September 30, 2025 and 2024, respectively
Current wording
Franchise taxes for the state of Delaware totaled $219,403 and $0 for the three months ended March 31, 2026 and 2025, respectively. The increase is related to the franchise tax for 2025 that was paid late and is reflected in the condensed consolidated financial statements as of September 30, 2025.
Previous wording
Salaries and wages decreased $21,096 during the three months ended September 30, 2025, compared to the three months ended September 30, 2024. During the three months ended September 30, 2024, the Company recorded payroll and severance expenses for one employee. During the three months ended September 30, 2025, the Company one staff member.
Current wording
Salaries and wages decreased $39,362, or 62%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. During the three months ended March 31, 2025, the Company recorded payroll and severance expenses for one employee. During the three months ended March 31, 2026, the Company one staff member.
Previous wording
Development program costs include those associated with pre-clinical development, clinical trials and other material and development programs. Costs decreased $249,934 during the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease is related to the suspension of the Company’s Phase 2b study of Isomyosamine.
Current wording
Development program costs include those associated with pre-clinical development, clinical trials and other material and development programs. Costs decreased $896,346, or 66%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease is related to the suspension of the Company’s Phase 2b study of Isomyosamine.
Previous wording
Professional services costs decreased $75,633 during the three months ended September 30, 2025, compared to the three months ended September 30, 2024. These costs are primarily related to consulting services not related to a specific development program and legal and maintenance fees associated with the protection of our intellectual property.
Current wording
Professional services costs decreased $95,481, or 80%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. These costs are primarily related to consulting services not related to a specific development program and legal and maintenance fees associated with the protection of our intellectual property.
Previous wording
Other research and development expenses decreased $4,732 during the three months ended September 30, 2025, compared to the three months ended September 30, 2024. These expenses include laboratory supplies, training and travel for department personnel while working with third-party trial sites. The decrease during the three months ended September 30, 2025 is primarily related to decreased expenses for international shipping.
Current wording
Other research and development expenses decreased $3,790, or 100%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. These expenses include laboratory supplies, training and travel for department personnel while working with third-party trial sites. The decrease during the three months ended March 31, 2025 is primarily related to decreased expenses for international shipping.
Previous wording
Other income, net of expenses, totaled $400,783 for the nine months ended September 30, 2025, and other expense, net of income, totaled $13,315,173 for the nine months ended September 30, 2024.
Current wording
Other income totaled $612,416, for the three months ended March 31, 2026, and other income, net of expenses, totaled $1,347,091 for the three months ended March 31, 2025.
Previous wording
During the three months ended September 30, 2025 interest and dividend income decreased $127,996 primarily related to the availability of cash for investment.
Current wording
During the three months ended March 31, 2026 interest and dividend income increased $8,828 primarily related to the availability of cash for investment.
Previous wording
During the three months ended September 30, 2025, we recorded a loss of $1,059,000 related to the change in fair value of the Series H Derivative liabilities, which is recorded in other income (expense) on the Statements of Operations. We estimated the $2,896,000 fair value of the bifurcated embedded derivative at September 30, 2025 using a Monte Carlo simulation model, with the following inputs: the fair value of our common stock of $1.62 on the valuation date, estimated equity volatility of 100.0%, estimated traded volume volatility of 275.0%, the time to maturity of 1 year, a discounted market interest rate of 4.18%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 5.2%.
Current wording
During the three months ended March 31, 2026, we recorded a loss of $510,000 related to the change in fair value of the Series H Derivative liabilities, which is recorded in other income (expense) on the Statements of Operations. We estimated the $1,647,000 fair value of the bifurcated embedded derivative at March 31, 2026 using a Monte Carlo simulation model, with the following inputs: the fair value of our common stock of $1.62 on the valuation date, estimated equity volatility of 100.0%, estimated traded volume volatility of 275.0%, the time to maturity of 1 year, a discounted market interest rate of 4.18%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 5.2%.
Previous wording
As of September 30, 2025, the Company’s cash on hand was $6,904,185 and marketable securities were $3,091,772. The Company has incurred a net loss attributable to stockholders of $8,424,093 for the nine months ended September 30, 2025. As of September 30, 2025, the Company had working capital of $4,612,746 and stockholders’ equity of $14,320,390, including an accumulated deficit of $137,562,379. Since its inception, the Company has met its liquidity requirements principally through the sale of its Common Stock and preferred stock in public and private placements.
Current wording
As of March 31, 2026, the Company’s cash on hand was $1,127,619 and marketable securities were $11,847,305. The Company has incurred a net loss attributable to stockholders of $1,528,448 for the three months ended March 31, 2026. As of March 31, 2026, the Company had working capital of $10,016,447 and stockholders’ equity of $20,719,606, including an accumulated deficit of $145,651,183. Since its inception, the Company has met its liquidity requirements principally through the sale of its Common Stock and preferred stock in public and private placements.
Previous wording
During the nine months ended September 30, 2025, cash flows used in operating activities were $5,865,877, consisting primarily of a net loss of $5,732,326 and a gain on the fair value of derivatives of $244,000, and a decrease in prepaid expenses of $256,561 offset by an increase in trade and other payables of $178,262 and share based compensation of $189,490.
Current wording
Our net cash used in operating activities totaled $2,640,240 for the three months ended March 31, 2025, consisting primarily of a net loss of $1,124,743, a gain on the fair value of derivatives of $1,284,000, and a decrease of $308,478 in trade and other payables.
Previous wording
Our net cash consumed by investing activities totaled $7,202,955 for the nine months ended September 30, 2024. During the nine months ended September 30, 2024, we purchased securities totaling $12,539,405 and sold securities totaling $5,500,450.
Current wording
Our net cash provided by investing activities totaled $2,973,256 for the three months ended March 31, 2026. During the three months ended March 31, 2026, we purchased securities totaling $144,977 and sold securities totaling $3,118,233.
Previous wording
Our net cash provided by investing activities totaled $3,245,029 for the nine months ended September 30, 2025. During the nine months ended September 30, 2025, we purchased the LightSolver license totaling $2,009,022, securities totaling $5,955,495 and sold securities totaling $11,209,546.
Current wording
Our net cash provided by investing activities totaled $2,540,330 for the three months ended March 31, 2025. During the three months ended March 31, 2025, we purchased securities totaling $5,859,483 and sold securities totaling $8,399,813.
Previous wording
Net cash provided by financing activities during the nine months ended September 30, 2025 was $9,351,879 which consisted of receipts for the exercise of outstanding warrants and the proceeds from the sale of the Series H Preferred Stock.
Current wording
Net cash provided by financing activities during the three months ended March 31, 2026 was $453,930 which consisted of receipts for the exercise of outstanding.
Previous wording
On February 21, 2023, the Company entered into a Securities Purchase Agreement (the “Series F Purchase Agreement”) with certain accredited investors (the “Series F Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 15,000 shares of the Company’s newly-designated Series F convertible preferred stock with a stated value of $1,000 per share, initially convertible into up to 66,523 shares of the Company’s Common Stock at an initial conversion price (the “Series F Conversion Price”) of $225.50 per share, subject to adjustment, and (ii) warrants to acquire up to an aggregate of 66,523 shares of the Company’s Common Stock, subject to adjustment (the “Series F Warrants”) (collectively, the “February 2023 Offering”).
Current wording
On February 21, 2023, the Company entered into a Securities Purchase Agreement (the “Series F Purchase Agreement”) with certain accredited investors (the “Series F Investors”), pursuant to which it agreed to sell to the Investors in a private placement (i) an aggregate of 15,000 shares of the Company’s newly-designated Series F convertible preferred stock with a stated value of $1,000 per share, and (ii) warrants to acquire up to an aggregate of 2,218 shares of the Company’s Common Stock, subject to adjustment (the “Series F Warrants”) (collectively, the “February 2023 Offering”) with an initial exercise price of $6,765.00 (the “Series F Exercise Price”).
Previous wording
Pursuant to the February 2023 Offering, the Company issued to investors the Series F Warrants to purchase 66,523 shares of Common Stock, with an initial exercise price of $225.50 per share (subject to adjustment), for a period of five years from the date of issuance (the “Series F Exercise Price”). The Series F Exercise Price and the number of shares issuable upon exercise of the Series F Warrants are subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Series F Exercise Price (subject to certain exceptions). Upon any such price-based adjustment to the exercise price, the number of shares issuable upon exercise of the Series F Warrants will be increased proportionately. As of September 30 2025, the Series F Exercise Price was equal to $3.3713 per share and the number of shares of Common Stock issuable upon exercise of the Series F Warrants was equal to 4,224,325 shares pursuant to the full ratchet anti-dilution provisions contained in the Series F Warrants. In September 2025, in connection with the Company’s 2025 Reverse Stock Split, and pursuant to the stock combination event adjustment provisions contained in the Series F Warrants, the Series F Exercise Price was reduced to $3.3713 per share and the number of shares of Common Stock issuable upon exercise of the Series F Warrants was equal to 4,224,325 shares.
Current wording
Pursuant to the February 2023 Offering, the Company issued to investors the Series F Warrants to purchase 2,218 shares of Common Stock, with an initial exercise price of $6,765 per share (the “Series F Exercise Price”), subject to adjustment, for a period of five years from the date of issuance. The Series F Exercise Price and the number of shares issuable upon exercise of the Series F Warrants are subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Series F Exercise Price (subject to certain exceptions). Upon any such price-based adjustment to the exercise price, the number of shares issuable upon exercise of the Series F Warrants will be increased proportionately.
Previous wording
Following the Company’s one-for-thirty reverse stock split of its Common Stock in February 2024 (the “2024 Reverse Stock Split”), the conversion price of the Series F Preferred Shares was adjusted to $318.00 per share pursuant to the terms of the Certificate of Designations of Series F Convertible Preferred Stock, which was subsequently amended and restated by the filing of the Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock, effective April 8, 2024 and which was amended and restated by the filing of the Second and Amended Certificate of Designations of Series F Convertible Preferred Stock, effective September 3, 2025 (as amended and restated, the “Series F Certificate of Designations”). In connection with the Private Placements (as defined herein), (i) the conversion price of the Series F Preferred Shares was further adjusted to $181.60 per share pursuant to the full ratchet anti-dilution provisions contained in the Series F Certificate of Designations. On April 17, 2025, in connection with the issuance of stock options to certain officers of the Company and pursuant to the full ratchet anti-dilution provisions contained in the Series F Certificate of Designations the Series F Conversion Price was adjusted to $18.32 per share. In September 2025, in connection with the Company’s 1-for-100 reverse stock split (the “2025 Reverse Stock Split”), and pursuant to the stock combination event adjustment provisions contained in the Series F Certificate of Designations, the Series F Conversion Price was reduced to $3.3713 per share.
Current wording
In February 2024, in connection with the Company’s 1-for-30 reverse stock split and the stock combination event adjustment provisions contained in the Series F Warrants, the Series F Exercise Price was adjusted to $318.00 (the “2024 Reverse Stock Split”). In connection with the Private Placements (as defined herein), the Series F Exercise Price was further adjusted to $181.60 per share pursuant to the full ratchet anti-dilution provisions contained in the Series F Warrants. On April 17, 2025, in connection with the issuance of stock options to certain officers of the Company and pursuant to the full ratchet anti-dilution provisions contained in the Series F Warrants, the Series F Exercise Price was adjusted to $18.32 per share. In September 2025, in connection with the Company’s 1-for-100 reverse stock split (the “2025 Reverse Stock Split”), and pursuant to the stock combination event adjustment provisions contained in the Series F Warrants, the Series F Exercise Price was reduced to $3.3713 per share and the number of shares of Common Stock issuable upon exercise of the Series F Warrants was adjusted proportionately.
Previous wording
On May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series F-1 Purchase Agreement”) with certain accredited investors (the “Series F-1 Investors”) pursuant to which it agreed to sell to the Series F-1 Investors (i) an aggregate of 5,050 shares of the Company’s newly-designated Series F-1 Preferred Stock, initially convertible into up to 27,813 shares of Common Stock at a conversion price (the “Series F-1 Conversion Price”) of $181.60 per share, (ii) short-term warrants to acquire up to an aggregate of 27,813 shares of Common Stock (the “Series F-1 Short-Term Warrants”) at an exercise price of $181.60 per share, and (iii) long-term warrants to acquire up to an aggregate of 27,813 shares of Common Stock (the “Series F-1 Long-Term Warrants,” and collectively with the Series F-1 Short-Term Warrants, the “Series F-1 Warrants”) at an exercise price of $181.60 per share (collectively, the “Series F-1 Private Placement”). The closing of the Series F-1 Private Placement occurred on May 23, 2024 (the “Series F-1 Closing Date”).
Current wording
On May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series F-1 Purchase Agreement”) with certain accredited investors (the “Series F-1 Investors”) pursuant to which it agreed to sell to the Series F-1 Investors in a private placement (i) shares of the Company’s newly-designated Series F-1 Preferred Stock, (ii) short-term warrants to acquire up to an aggregate of 27,813 shares of Common Stock (the “Series F-1 Short-Term Warrants”) at an exercise price of $181.60 per share (the “Series F-1 Short-Term Warrants Exercise Price”), and (iii) long-term warrants to acquire up to an aggregate of 27,813 shares of Common Stock (the “Series F-1 Long-Term Warrants,” and collectively with the Series F-1 Short-Term Warrants, the “Series F-1 Warrants”) at an initial exercise price of $181.60 (the “Series F-1 Long-Term Exercise Price” and, together with the Series F-1 Short-Term Warrants Exercise Price, the “Series F-1 Exercise Price”) per share (collectively, the “Series F-1 Private Placement”). The closing of the Series F-1 Private Placement occurred on May 23, 2024 (the “Series F-1 Closing Date”).
Previous wording
Pursuant to the April 2025 Amendment Agreement, the Series F-1 Short-Term Warrants were extended to expire five years from the date of issuance.
Current wording
Pursuant to that certain Omnibus Amendment Agreement, dated as of April 8, 2025, by and among the Company and the Required Holders (as defined in the Series F-1 Warrants) (the “April 2025 Amendment Agreement”), the Series F-1 Short-Term Warrants were extended to expire five years from the date of issuance.
Previous wording
The exercise price of the Series F-1 Warrants and the number of shares issuable upon exercise of the Series F-1 Warrants are subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable exercise price (subject to certain exceptions). Upon any such price-based adjustment to the exercise price, the number of shares issuable upon exercise of the Series F-1 Warrants will be increased proportionately. As of September 30, 2025, the Series F-1 Exercise Price was adjusted to $3.3713 per share and the number of shares of Common Stock issuable upon exercise of the Series F-1 Warrants was adjusted proportionally to 77,700 shares pursuant to the full ratchet anti-dilution provisions contained in the Series F-1 Warrants.
Current wording
The exercise price of the Series F-1 Warrants and the number of shares issuable upon exercise of the Series F-1 Warrants are subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable exercise price (subject to certain exceptions). Upon any such price-based adjustment to the exercise price, the number of shares issuable upon exercise of the Series F-1 Warrants will be increased proportionately.
Previous wording
On April 17, 2025, in connection with the issuance of stock options to certain officers of the Company and pursuant to the full ratchet anti-dilution provisions contained in the Series F-1 Certificate of Designations the Series F-1 Conversion Price was adjusted to $18.32 per share. In September 2025, in connection with the 2025 Reverse Stock Split, and pursuant to the stock combination event adjustment provisions contained in the Series F-1 Certificate of Designations, the Series F-1 Conversion Price was reduced to $3.3713 per share.
Current wording
On April 17, 2025, in connection with the issuance of stock options to certain officers of the Company and pursuant to the full ratchet anti-dilution provisions contained in the Series F-1 Warrants, the Series F-1 Exercise Price was adjusted to $18.32 per share. In September 2025, in connection with the 2025 Reverse Stock Split, and pursuant to the stock combination event adjustment provisions contained in the Series F-1 Warrants, the Series F-1 Exercise Price was reduced to $3.3713 per share and the number of shares of Common Stock issuable upon exercise of the Series F-1 Warrants was adjusted proportionally.
Previous wording
On May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series G Purchase Agreement” and collectively with the Series F-1 Purchase Agreement, each a “Purchase Agreement” and collectively, the “Purchase Agreements”) with certain accredited investors (the “Series G Investors” and collectively with the Series F-1 Investors, the “Investors”), with certain accredited investors (the “Series G Investors”), pursuant to which it agreed to sell to the Series G Investors (i) an aggregate of 8,950 shares of the Company’s newly-designated Series G Preferred Stock, initially convertible into up to 49,288 shares of the Company’s Common Stock, at an initial conversion price (the “Series G Conversion Price”) of $181.60 per share (ii) short-term warrants to acquire up to an aggregate of 49,288 shares of Common Stock (the “Series G Short-Term Warrants”) at an exercise price of $181.60 per share, and (iii) long-term warrants to acquire up to an aggregate of 49,288 shares of Common Stock (the “Series G Long-Term Warrants,” and collectively with the Series G Short-Term Warrants, the “Series G Warrants”) at an initial exercise price (the “Series G Exercise Price”) of $181.60 per share (collectively, the “Series G Private Placement” and collectively with the Series F-1 Private Placement, each a “Private Placement” and collectively, the “Private Placements”). The closing of the Series G Private Placement occurred on May 23, 2024 (the “Series G Closing Date” and collectively with the Series F-1 Closing Date, the “Closing Date”).
Current wording
On May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series G Purchase Agreement” and collectively with the Series F-1 Purchase Agreement, each a “Purchase Agreement” and collectively, the “Purchase Agreements”) with certain accredited investors (the “Series G Investors” and collectively with the Series F-1 Investors, the “Investors”), pursuant to which it agreed to sell to the Series G Investors in a private placement (i) an aggregate of 8,950 shares of the Company’s newly-designated Series G Preferred Stock, initially convertible into up to 49,288 shares of the Company’s Common Stock at an initial conversion price of $181.60 per share (the “Series G Conversion Price”), (ii) short-term warrants to acquire up to an aggregate of 49,288 shares of Common Stock (the “Series G Short-Term Warrants”) at an exercise price of $181.60 per share, and (iii) long-term warrants to acquire up to an aggregate of 49,288 shares of Common Stock (the “Series G Long-Term Warrants,” and collectively with the Series G Short-Term Warrants, the “Series G Warrants”) at an initial exercise price of $181.60 per share (the “Series G Exercise Price”) (collectively, the “Series G Private Placement” and collectively with the Series F-1 Private Placement, each a “Private Placement” and collectively, the “Private Placements”). The closing of the Series G Private Placement occurred on May 23, 2024 (the “Series G Closing Date” and collectively with the Series F-1 Closing Date, the “Closing Date”).
Previous wording
As of September 30, 2025, there were 0 shares of Series F-1 Preferred Stock outstanding, Series F-1 Short-Term Warrants outstanding to purchase up to 1,322,942 shares of Common Stock and Series F-1 Long-Term Warrants outstanding to purchase up to 1,497,942 shares of Common Stock.
Current wording
As of March 31, 2026, there were 8,804 shares of Series G Preferred Stock outstanding, Series G Short-Term Warrants outstanding to purchase up to 2,654,765 shares of Common Stock, and Series G Long-Term Warrants outstanding to purchase up to 2,654,765 shares of Common Stock.
Previous wording
Pursuant to the Series G Private Placement, the Company issued to investors (i) the Series G Long-Term Warrants to purchase 49,288 shares of Common Stock, with an initial exercise price of $181.60 per share (subject to adjustment, the “Series G Exercise Price”), for a period of five years from the date of issuance and (ii) the Series G Short-Term Warrants to purchase 49,288 shares of Common Stock, with an initial exercise price of $181.60 per share (subject to adjustment), for a period of eighteen months from the date of issuance. As of December 31, 2024, the Series G Exercise Price was adjusted to $130.00 per share and the number of shares of Common Stock issuable upon exercise of the Series G Warrants was adjusted proportionally to 137,698 shares pursuant to the full ratchet anti-dilution provisions contained in the Series G Warrants. On April 17, 2025, in connection with the issuance of stock options to certain officers of the Company and pursuant to the full ratchet anti-dilution provisions contained in the Series G Warrants the Series G Exercise Price was equal to $18.32 per share and the number of shares of Common Stock issuable upon exercise of the Series G Warrants was adjusted proportionally. In August 2025, in connection with the 2025 Reverse Stock Split, and pursuant to the stock combination event adjustment provisions contained in the Series G Warrants, the Series G Exercise Price was reduced to $3.3713 per share.
Current wording
Pursuant to the Series G Private Placement, the Company issued to investors (i) the Series G Long-Term Warrants to purchase 49,288 shares of Common Stock, with an initial exercise price of $181.60 per share (subject to adjustment, the “Series G Exercise Price”), for a period of five years from the date of issuance and (ii) the Series G Short-Term Warrants to purchase 49,288 shares of Common Stock, with an initial exercise price of $181.60 per share (subject to adjustment), for a period of eighteen months from the date of issuance. On April 17, 2025, in connection with the issuance of stock options to certain officers of the Company and pursuant to the full ratchet anti-dilution provisions contained in the Series G Warrants, the Series G Exercise Price was equal to $18.32 per share and the number of shares of Common Stock issuable upon exercise of the Series G Warrants was adjusted proportionally. In August 2025, in connection with the 2025 Reverse Stock Split and pursuant to the stock combination event adjustment provisions contained in the Series G Warrants, the Series G Exercise Price was reduced to $3.3713 per share and the number of shares of Common Stock issuable upon exercise of the Series G Warrants was adjusted proportionally.
Previous wording
In connection with the Series F-1 Private Placement, the Company entered into a Registration Rights Agreement with the Series F-1 Investors (the “Series F-1 Registration Rights Agreement,”), pursuant to which the Company agreed to file a resale registration statement (the “Series F-1 Registration Statement”) with the SEC to register for resale (A) 200% of the Series F-1 Conversion Shares and (B) 200% of the Series F-1 Warrant Shares promptly following the Closing Date, but in no event later than 30 calendar days after the Closing Date, and to have such Series F-1 Registration Statement declared effective by the Effectiveness Deadline (as defined in the Series F-1 Registration Rights Agreement).
Current wording
In connection with the Series F-1 Private Placement, the Company entered into a Registration Rights Agreement with the Series F-1 Investors (the “Series F-1 Registration Rights Agreement”), pursuant to which the Company agreed to file a resale registration statement (the “Series F-1 Registration Statement”) with the SEC to register for resale (A) 200% of the Series F-1 Conversion Shares and (B) 200% of the shares of Common Stock issuable upon exercise of the Series F-1 Warrants (the “Series F-1 Warrant Shares”) promptly following the Closing Date, but in no event later than 30 calendar days after the Closing Date, and to have such Series F-1 Registration Statement declared effective by the Effectiveness Deadline (as defined in the Series F-1 Registration Rights Agreement).
Previous wording
In connection with the Series G Private Placement, the Company entered into a Registration Rights Agreement with the Series G Investors (the “Series G Registration Rights Agreement” and, together with the Series F-1 Registration Rights Agreement, the “Registration Rights Agreements”) pursuant to which the Company agreed to file a resale registration statement (the “Series G Registration Statement”) with the SEC to register for resale (A) 200% of the Series G Conversion Shares, (B) 200% of the shares of Common Stock issuable upon conversion of the PIK Shares, and (C) 200% of the Series G Warrant Shares promptly following the Closing Date, but in no event later than 30 calendar days after the Closing Date, and to have such Series G Registration Statement declared effective by the Effectiveness Deadline (as defined in the Series G Registration Rights Agreement).
Current wording
In connection with the Series G Private Placement, the Company entered into a Registration Rights Agreement with the Series G Investors (the “Series G Registration Rights Agreement” and, together with the Series F-1 Registration Rights Agreement, the “Registration Rights Agreements”) pursuant to which the Company agreed to file a resale registration statement (the “Series G Registration Statement”) with the SEC to register for resale (A) 200% of the shares of Common Stock issuable upon conversion of the Series G Preferred Stock (the “Series G Conversion Shares”), (B) 200% of the shares of Common Stock issuable upon conversion of the PIK Shares, and (C) 200% of the shares of Common Stock issuable upon exercise of the Series G Warrants (the “Series G Warrant Shares”) promptly following the Closing Date, but in no event later than 30 calendar days after the Closing Date, and to have such Series G Registration Statement declared effective by the Effectiveness Deadline (as defined in the Series G Registration Rights Agreement).
Previous wording
On September 2, 2025, we entered into the Securities Purchase Agreement (the “Series H Purchase Agreement”) with certain accredited investors (the “Series H Investors”), pursuant to which we issued and sold on September 4, 2025 (the “Series H Closing Date”) in a private placement (i) an aggregate of 7,000 shares of Series H Preferred Stock, initially convertible into up to 1,400,000 shares of the Company’s Common Stock at an initial conversion price of $5.00 per share (the “Conversion Price”) and (ii) Series H Investor Warrants to acquire up to an aggregate of 1,400,000 shares of Common Stock at an initial exercise price of $5.00 per share (collectively, the “Series H Private Placement”).
Current wording
On September 2, 2025, we entered into the Securities Purchase Agreement (the “Series H Purchase Agreement”) with certain accredited investors (the “Series H Investors”), pursuant to which we issued and sold on September 4, 2025 (the “Series H Closing Date”) in a private placement (i) an aggregate of 7,000 shares of Series H Preferred Stock, initially convertible into up to 1,400,000 shares of the Company’s Common Stock (the “Series H Conversion Shares”) at an initial conversion price of $5.00 per share (the “Series H Conversion Price”) and (ii) warrants to acquire up to an aggregate of 1,400,000 shares of Common Stock at an initial exercise price of $5.00 per share (the “Series H Investor Warrants”) (collectively, the “Series H Private Placement”).
Previous wording
The terms of the shares of Series H Preferred Stock are as set forth in the Certificate of Designations of the Series H Convertible Preferred Stock of Q/C Technologies, Inc. (the “Series H Certificate of Designations”), which was filed and became effective with the Secretary of State of the State of Delaware on September 3, 2025. The Series H Investor Warrants became exercisable upon receipt of the Series H Stockholder Approval (as defined herein) and expire five years from the date of the Series H Stockholder Approval.
Current wording
The terms of the shares of Series H Preferred Stock are as set forth in the Certificate of Designations of the Series H Convertible Preferred Stock (the “Series H Certificate of Designations”), which was filed and became effective with the Secretary of State of the State of Delaware on September 3, 2025. The Series H Investor Warrants became exercisable upon receipt of the Series H Stockholder Approval (as defined herein) and expire five years from the date of the Series H Stockholder Approval.
Previous wording
In connection with the Series H Private Placement, pursuant to an engagement agreement (the “GPN Engagement Agreement”), dated August 28, 2025, between the Company and GP Nurmenkari Inc. (“GPN”), the Company engaged GPN to act as a non-exclusive placement agent in connection with the Series H Private Placement. Pursuant to the GPN Agreement, the Company agreed to (i) pay GPN a cash fee equal to 4% of the gross proceeds of the Series H Private Placement (including any cash proceeds realized by the Company from the exercise of outstanding warrants of the Company), (ii) reimbursement and payment of certain expenses, and (iii) issue to GPN on the Series H Closing Date, warrants to purchase up to an aggregate number of shares of Common Stock equal to 4% of the aggregate number of shares of Common Stock underlying the securities issued in the Series H Private Placement, with terms identical to the Warrants.
Current wording
In connection with the Series H Private Placement, pursuant to an engagement agreement (the “GPN Engagement Agreement”), dated August 28, 2025, between the Company and GP Nurmenkari Inc. (“GPN”), the Company engaged GPN to act as a non-exclusive placement agent in connection with the Series H Private Placement. Pursuant to the GPN Engagement Agreement, the Company agreed to (i) pay GPN a cash fee equal to 4% of the gross proceeds of the Series H Private Placement (including any cash proceeds realized by the Company from the exercise of outstanding warrants of the Company), (ii) reimbursement and payment of certain expenses, and (iii) issue to GPN on the Series H Closing Date, warrants to purchase up to an aggregate number of shares of Common Stock equal to 4% of the aggregate number of shares of Common Stock underlying the securities issued in the Series H Private Placement, with terms identical to the Series H Investor Warrants.
Previous wording
Additionally, pursuant to an engagement agreement (the “Rodman Engagement Agreement” and, collectively with the GPN Engagement Agreement, the “Engagement Agreements”), dated August 27, 2025, between the Company and Rodman & Renshaw LLC (“Rodman”), the Company engaged Rodman and H.C. Wainwright & Co., LLC (“Wainwright” and, together with Rodman and GPN, the “Placement Agents”) to act as non-exclusive placement agents in connection with the Series H Private Placement. Pursuant to the Rodman Agreement, the Company agreed to (i) pay Rodman and Wainwright an aggregate cash fee equal to 5% of the gross proceeds of the Series H Private Placement (including any cash proceeds realized by the Company from the exercise of outstanding warrants of the Company) (provided, however, that such cash fee shall be reduced to 2.5% with respect to any gross proceeds raised from enumerated list of existing investors of the Company (the “Existing Series H Investors”)), (ii) reimbursement and payment of certain expenses, and (iii) issue to the Rodman and Wainwright on the Series H Closing Date, warrants to purchase up to an aggregate number of shares of Common Stock equal to 5% (or 2.5% in case of securities issued to Existing Series H Investors) of the aggregate number of shares of Common Stock underlying the securities issued in the Series H Private Placement, with terms identical to the Series H Investor Warrants.
Current wording
Additionally, pursuant to an engagement agreement (the “Rodman Engagement Agreement” and, collectively with the GPN Engagement Agreement, the “Engagement Agreements”), dated August 27, 2025, between the Company and Rodman & Renshaw LLC (“Rodman”), the Company engaged Rodman and H.C. Wainwright & Co., LLC (“Wainwright” and, together with Rodman and GPN, the “Placement Agents”) to act as non-exclusive placement agents in connection with the Series H Private Placement. Pursuant to the Rodman Engagement Agreement, the Company agreed to (i) pay Rodman and Wainwright an aggregate cash fee equal to 5% of the gross proceeds of the Series H Private Placement (including any cash proceeds realized by the Company from the exercise of outstanding warrants of the Company) (provided, however, that such cash fee shall be reduced to 2.5% with respect to any gross proceeds raised from the enumerated list of existing investors of the Company (the “Existing Series H Investors”)), (ii) reimburse and pay certain expenses, and (iii) issue to Rodman and Wainwright on the Series H Closing Date, warrants to purchase up to an aggregate number of shares of Common Stock equal to 5% (or 2.5% in case of securities issued to Existing Series H Investors) of the aggregate number of shares of Common Stock underlying the securities issued in the Series H Private Placement, with terms identical to the Series H Investor Warrants.
Previous wording
In connection with the Series H Private Placement, we entered into the Series H Registration Rights Agreement, pursuant to which we are obligated, among other things, to (A) file a resale registration statement (the “Registration Statement”) with the SEC to register for resale promptly following the Series H Closing Date, but in no event later than 15 calendar days after the Series H Closing Date, the sum of (i) 200% of the maximum number of Series H Conversion Shares issuable upon conversion of the shares of Series H Preferred Stock ((x) assuming for purposes hereof that the shares of Series H Preferred Stock are convertible at the Floor Price (as defined herein) and (y) any such conversion shall not take into account any limitations on the conversion of the shares of Series H Preferred Stock set forth in the Series H Certificate of Designations) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Series H Investor Warrants ((x) assuming for purposes hereof that such Series H Investor Warrants will be exercised at the initial exercise price as set forth in such Series H Investor Warrants and (y) any such exercise shall not take into account any limitations on the exercise of such Series H Investor Warrants as set forth therein), in each case subject to the adjustments set forth in the Series H Certificate of Designations and Warrants, (B) have such Registration Statement declared effective by the Effectiveness Deadline (as defined in the Series H Registration Rights Agreement and as may be amended from time to time), and (C) maintain the registration until the earlier of (x) the date on which the selling stockholders may sell their Series H Conversion Shares or shares issuable upon exercise of the Series H Investor Warrants without restriction pursuant to Rule 144 under the Securities Act, and (y) the date on which the selling stockholders no longer hold any such Series H Conversion Shares or such Warrant Shares. The Company will be obligated to pay certain liquidated damages to the Series H Investors if the Company fails to file the Registration Statement when required, fails to cause the Registration Statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of the Registration Statement pursuant to the terms of the Series H Registration Rights Agreement.
Current wording
In connection with the Series H Private Placement, we entered into the Series H Registration Rights Agreement, pursuant to which we are obligated, among other things, to (A) file a resale registration statement (the “Registration Statement”) with the SEC to register for resale promptly following the Series H Closing Date, but in no event later than 15 calendar days after the Series H Closing Date, the sum of (i) 200% of the maximum number of Series H Conversion Shares issuable upon conversion of the shares of Series H Preferred Stock ((x) assuming for purposes hereof that the shares of Series H Preferred Stock are convertible at the Floor Price (as defined herein) and (y) any such conversion shall not take into account any limitations on the conversion of the shares of Series H Preferred Stock set forth in the Series H Certificate of Designations) and (ii) 200% of the maximum number of Common Stock issuable upon exercise of the Series H Investor Warrants ((x) assuming for purposes hereof that such Series H Investor Warrants will be exercised at the initial exercise price as set forth in such Series H Investor Warrants and (y) any such exercise shall not take into account any limitations on the exercise of such Series H Investor Warrants as set forth therein), in each case subject to the adjustments set forth in the Series H Certificate of Designations and Series H Investor Warrants, (B) have such Registration Statement declared effective by the Effectiveness Deadline (as defined in the Series H Registration Rights Agreement and as may be amended from time to time), and (C) maintain the registration until the earlier of (x) the date on which the selling stockholders may sell their Series H Conversion Shares or shares issuable upon exercise of the Series H Investor Warrants without restriction pursuant to Rule 144 under the Securities Act, and (y) the date on which the selling stockholders no longer hold any such Series H Conversion Shares or shares issuable upon exercise of the Series H Investor Warrants. The Company will be obligated to pay certain liquidated damages to the Series H Investors if the Company fails to file the Registration Statement when required, fails to cause the Registration Statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of the Registration Statement pursuant to the terms of the Series H Registration Rights Agreement.
Previous wording
All shares of capital stock of the Company rank junior to the shares of Series H Preferred Stock, with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company. Further to the foregoing, shares of Series H Preferred Stock rank junior to shares of (i) Series F Convertible Preferred Stock, par value $0.001 per share, of the Company issued and outstanding pursuant to that certain Series H Certificate of Designations establishing the rights, preferences, restrictions and other matters relating to the Series F Preferred Stock, (ii) shares of Series F-1 Convertible Preferred Stock, par value $0.001 per share, of the Company issued and outstanding pursuant to that certain Series H Certificate of Designations establishing the rights, preferences, restrictions and other matters relating to the Series F-1 Preferred Stock, and (iii) shares of Series G Convertible Preferred Stock, par value $0.001 per share, of the Company issued and outstanding pursuant to that certain Series H Certificate of Designations establishing the rights, preferences, restrictions and other matters relating to the Series G Preferred Stock, in each case, with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.
Current wording
All shares of capital stock of the Company rank junior to the shares of Series H Preferred Stock, with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company. Further to the foregoing, shares of Series H Preferred Stock rank junior to shares of (i) Series F Convertible Preferred Stock, par value $0.001 per share, of the Company issued and outstanding pursuant to the Series F Certificate of Designations, (ii) Series F-1 Convertible Preferred Stock, par value $0.001 per share, of the Company issued and outstanding pursuant to the Series F-1 Certificate of Designations, and (iii) Series G Convertible Preferred Stock, par value $0.001 per share, of the Company issued and outstanding pursuant to the Series G Certificate of Designations, in each case, with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.
Showing the first 40 of 51 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
During the three months ended March 31, 2025, the Company recorded a gain of $1,284,000 related to the change in fair value of the derivative liabilities, which is recorded in other income (expense) on the Statements of Comprehensive Loss. The Company estimated the $0 fair value of the bifurcated embedded derivative at March 31, 2025 using a Monte Carlo simulation model, with the following inputs: the fair value of our Common Stock of $0.364 on the valuation date, estimated equity volatility of 110.0%, estimated traded volume volatility of 265.0%, the time to maturity of 0.25 years, a discounted market interest rate of 8.1%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 2.5%.
Current report — wording carried from elsewhere
Net cash consumed by financing activities during the three months ended March 31, 2025 was $ 0.
Rearranged previous paragraphs (20)
Previous report — wording carried elsewhere
As consideration for the Membership Interests, the Company delivered to the Sellers 747,362, shares of Series I Convertible Preferred Stock, par value $0.001 per share (“Series I Preferred Stock”) of the Company that is convertible into a number of shares of Common Stock equal to 747,362, subject to certain conversion limitations as described in the Certificate of Designations for the Series I Convertible Preferred Stock (“Series I Certificate of Designations”). The terms of the shares of Series I Preferred Stock are as set forth in the Series I Certificate of Designations, which was filed and became effective with the Secretary of State of the State of Delaware on September 3, 2025.
Previous report — wording carried elsewhere
In connection with the transaction contemplated by the MIPA, the Company entered into that certain advisory agreement (the “Advisory Agreement”), dated as of August 31, 2025, between the Company and Palladium Capital Group, LLC (“Palladium”), pursuant to which, the Company engaged Palladium to act as a non-exclusive financial advisor pursuant to the Advisory Agreement. Pursuant to the Advisory Agreement, the Company agreed to (i) pay Palladium a monthly retainer of $15,000 and (ii) issue to Palladium 15,433 shares of Common Stock of the Company, of which shares shall be duly and validly issued following the date of the receipt of the MIPA Stockholder Approval. The Company also agreed to include such Advisory Shares in any resale registration statement filed by the Company.
Previous report — wording carried elsewhere
Summary of Statements of Consolidated Operations for the Nine Months Ended September 30, 2025 and 2024
Previous report — wording carried elsewhere
The following table summarized the results of consolidated operations for the nine months ended September 30, 2025 and 2024.
Previous report — wording carried elsewhere
We had no revenue from operations during the nine months ended September 30, 2025 and 2024.
Previous report — wording carried elsewhere
The table below summarizes our general and administrative expenses for the nine months ended September 30, 2025 and 2024:
Previous report — wording carried elsewhere
Professional services costs decreased $82,295 during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These costs included legal and accounting and specialized consulting services regularly incurred in the normal course of business. The decrease is primarily related to a decrease in legal fees.
Previous report — wording carried elsewhere
Stock market and investor relations costs increased $84,248 during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These costs include the annual Nasdaq listing fees, activities related to keeping the shareholder base informed through press releases, presentations and other communication efforts and the costs of annual shareholder meetings. The decrease is primarily due to the costs associated with the special stockholder meeting held in July 2024 and a corporate branding project performed in August 2024.
Previous report — wording carried elsewhere
Development program costs include those associated with pre-clinical development, clinical trials and other material and development programs. Costs increased $837,474 during nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase is related to the production of drug products, consulting fees and other costs associated with the Phase 2B study.
Previous report — wording carried elsewhere
Professional services costs increased $73,970 during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These costs are primarily related to consulting services not related to a specific development program and legal and maintenance fees associated with the protection of our intellectual property. The increase was associated with consulting fees which were partially offset by a reduction in costs for legal and patent maintenance.
Previous report — wording carried elsewhere
Other research and development expenses increased $7,447 during the nine months September 30, 2025, compared to the nine months ended September 30, 2024. These expenses include laboratory supplies, training and travel for department personnel while working with third-party trial sites. The increase during the nine months ended September 30, 2025 is primarily related to increased expenses for international shipping.
Previous report — wording carried elsewhere
The table below summarizes our other income and expenses for the nine months ended September 30, 2025 and 2024:
Previous report — wording carried elsewhere
During the nine months ended September 30, 2025 interest and dividend income decreased $47,363 compared to the nine months ended September 30, 2024 primarily related to the availability of cash for investment.
Previous report — wording carried elsewhere
We received net proceeds from the Series F-1 Private Placement of approximately $5.0 million, after deducting various fees and expenses. We intend to use the net proceeds from this offering for general corporate purposes.
Previous report — wording carried elsewhere
Pursuant to the Series F-1 Private Placement, the Company issued to investors (i) the Series F-1 Long-Term Warrants to purchase 27,813 shares of Common Stock, with an initial exercise price of $181.60 per share (subject to adjustment, the “Series F-1 Exercise Price”), for a period of five years from the date of issuance and (ii) the Series F-1 Short-Term Warrants to purchase 27,813 shares of Common Stock, with an initial exercise price of $181.60 per share (subject to adjustment), for a period of eighteen months from the date of issuance. On April 17, 2025, the Series F-1 Exercise Price was adjusted to $18.32 per share pursuant to the full ratchet anti-dilution provisions contained in the Series F-1 Warrants. In September 2025, in connection with the 2025 Reverse Stock Split, and pursuant to the stock combination event adjustment provisions contained in the Series F-1 Warrants, the Series F-1 Exercise Price was reduced to $3.3713 per share.
Previous report — wording carried elsewhere
As of September 30, 2025, there were 8,804 shares of Series G Preferred Stock outstanding, Series G Short-Term Warrants outstanding to purchase up to 2,654,765 shares of Common Stock, and Series G Long-Term Warrants outstanding to purchase up to 2,654,765 shares of Common Stock. As of December 31, 2024, the Series G Conversion Price was equal to $130.00 and on September 24, 2025, the Series G Conversion Price was adjusted to $3.3713.
Previous report — wording carried elsewhere
On September 2, 2025, the Company entered into the MIPA, by and among the Company, LPU and the members of LPU identified on the signature pages attached thereto, pursuant to which the Company agreed to acquire 100% of the membership interests of LPU from the Sellers.
Previous report — wording carried elsewhere
Following the closing of the Acquisition, the Sellers are entitled to additional contingent consideration upon the achievement of various specified milestones, including completion of an offering of the Company’s Common Stock or Common Stock equivalents, which Contingent Consideration including certain specified cash payments, cash payments calculated based on any Equity Offering proceeds, shares of Common Stock that would result in the Sellers collectively beneficially owning specified percentage of the Company and warrants to purchase Common Stock.
Previous report — wording carried elsewhere
In connection to the transactions contemplated by the MIPA, prior to entering into the MIPA, on September 2, 2025, LPU and LightSolver entered into a license agreement. Pursuant to the License Agreement, Lightsolver granted LPU, amongst other things, an exclusive license to use and commercialize its proprietary laser processing hardware units (LPUs) specifically configured for cryptocurrency mining applications and its proprietary intangible technology necessary or useful to utilize the Machinessolely for cryptocurrency mining applications.
Previous report — wording carried elsewhere
In addition, pursuant to the License Agreement, Lightsolver agreed to perform certain development work to develop, customize, configure, and enhance its proprietary Machines and Technology for cryptocurrency mining applications, for which LPU will pay Lightsolver, upon the achievement of certain associated developmental milestones by Lightsolver, a total of up to $8,500,000 in non-recurring engineering fees. In addition to such non-recurring engineering fees, no later than one (1) business day after the effective date of the License Agreement, LPU agreed to make a one-time cash payment to Lightsolver equal to the greater of (i) 25% of the aggregate proceeds received by the Company from the Private Placement and (ii) $1,500,000. Furthermore, promptly upon the occurrence of any of the Milestone Events, LPU agreed to deliver, or cause to be delivered, to Lightsolver the consideration described above.