Q/C TECHNOLOGIES, INC.
For the period ended Jun 30, 2026. Filed Aug 12, 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.
Jun 30, 2026 · Filed Aug 12, 2026
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Item 5. Other Information
None of the Company’s officers or directors adopted, modified orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2026, as such terms are defined under Item 408(a) of Regulation S-K.
Termination of Ian Rhodes
On August 11, 2026, the Board terminated Ian Rhodes from his role as the Company’s Interim Chief Financial Officer, effective as of August 11, 2026.
Appointment of Todd Fagan
On August 11, 2026, the Board appointed Todd Fagan, age 56, to the position of Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of the Company, effective August 11, 2026. Mr. Fagan has served as the Company’s Corporate Controller since March 2026 and, prior to that, provided financial consulting services to the Company as an assigned resource of Morice Layton & Fagan, LLC pursuant to a consulting services agreement effective November 4, 2025.
Mr. Fagan has more than 30 years of professional experience spanning financial reporting, technical accounting, auditing, risk management, and financial planning and analysis. Throughout his career, he has held finance leadership roles across a diverse range of organizations, from smaller, mid-market entities to Fortune 1000 companies, giving him broad exposure to complex accounting and reporting environments across multiple industries and stages of growth. Mr. Fagan brings deep expertise in U.S. GAAP application, SEC reporting, equity management and financial risk and internal controls.
From January 2025 until June 2026, as the Director of Technical Accounting and Reporting at Erickson Senior Living, Mr. Fagan was responsible for technical accounting, GAAP application, and financial reporting. From May 2023 until November 2024, Mr. Fagan served as Head of Accounting at Supernal, LLC, where he oversaw the company’s accounting operations and financial reporting infrastructure, including the annual audit. From March 2021 until August 2023, he served as a Director at Armanino LLP, a national public accounting and consulting firm. Earlier in his career, Mr. Fagan served as Chief Financial Officer at Kuiu, LLC, worked for Grant Thornton LLP, where he served as Manager and Senior Manager, and worked at Arthur Andersen where he was promoted to Manager — providing him with substantial public accounting and audit experience prior to transitioning into industry leadership roles.
Mr. Fagan has been an actively licensed Certified Public Accountant (CPA) since 1995. He holds a Doctorate in Finance from Sacred Heart University, a Master of Business Administration from George Mason University, and a Bachelor of Business Administration with a major in Accounting from Loyola University Maryland. In 2024, Mr. Fagan co-authored a peer-reviewed article on audit risk and executive compensation that was published in the Journal of Risk and Financial Management.
In connection with Mr. Fagan’s appointment as Chief Financial Officer, the Company and Mr. Fagan entered into an amendment (the “Amendment”) to that certain employment agreement, dated as of March 16, 2026, by and between the Company and Mr. Fagan (the “Original Employment Agreement” and, together with the Amendment, the “Fagan Employment Agreement”), to reflect Mr. Fagan’s new title. No other material terms of the Fagan Employment Agreement were changed in connection with Mr. Fagan’s appointment. Pursuant to the Fagan Employment Agreement, Mr. Fagan receives a base salary of $240,000 per annum ($20,000 per month). Mr. Fagan is eligible to receive discretionary annual performance bonuses of up to 50% of his base salary, based on the extent to which certain performance criteria established by the Board for the applicable year have been met, payable on or before March 15 of the following year. The Fagan Employment Agreement has a two-year initial term commencing March 16, 2026, with automatic one-year renewal terms. In the event of a termination by the Company without Cause or by Mr. Fagan for Good Reason (each as defined in the Fagan Employment Agreement), Mr. Fagan is entitled to severance equal to three months of base salary, subject to execution of a release of claims.
There is no arrangement or understanding between Mr. Fagan and any other person pursuant to which he was appointed as Chief Financial Officer. There are no family relationships between Mr. Fagan and any of the Company’s directors, executive officers or persons nominated or chosen by the Company in connection with Mr. Fagan’s appointment. There are no transactions between Mr. Fagan and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the Exchange Act.
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