Q/C Technologies Inc 2025年季度报告

FORM10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30,2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to____________ Commission File Number:001-36268 Q/C Technologies, Inc.(Exact name of registrant as specified in its charter) Delaware22-2983783(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification Number) New York,NY10036(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(856)848-8698 Former name, former address and former fiscal year, if changed since last report: N/A Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of November 17, 2025, the registrant had4,166,760shares of its Common Stock, par value $0.001per share, outstanding. TABLE OF CONTENTS PART I – FINANCIAL INFORMATIONItem 1.Financial Statements3Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 3.Quantitative and Qualitative Disclosures About Market Risk51Item 4.Controls and Procedures51PART II – OTHER INFORMATIONItem 1.Legal Proceedings52Item 1A.Risk Factors52Item 2.Unregistered Sales of Equity Securities and Use of Proceeds54Item 3.Defaults Upon Senior Securities54Item 4.Mine Safety Disclosures54Item 5.Other Information54Item 6.Exhibits54Signatures552 Q/C TECHNOLOGIES, INC. (formerly known as TNF PHARMACEUTICALS, INC.) AND SUBSIDIARIESNotes to Unaudited Condensed Consolidated Financial Statements Note 1 –Organization and Description of Business TNF Pharmaceuticals, Inc. is a Delaware corporation (“QCLS” or the “Company”) that was incorporated in New Jersey prior to theReincorporation (as defined below). On July 22, 2024, the Company changed its name from MyMD Pharmaceuticals, Inc. to TNFPharmaceuticals, Inc. by filing a certificate of amendment to its certificate of incorporation with the Secretary of State of Delaware. In addition,effective before the open of market trading on July 24, 2024, the Company’s common stock, par value $0.001per share (“Common Stock”),ceased trading under the ticker symbol “MYMD” and began trading on the Nasdaq Stock Market under the ticker symbol “TNFA.”OnSeptember 22, 2025, the Company changed its name from TNF Pharmaceuticals, Inc. to Q/C Technologies, Inc. by filing a certificate ofamendment to its certificate of incorporation with the Secretary of State of Delaware. In addition, effective before the open of market trading onSeptember 25, 2025, the Company’s Common Stock, ceased trading under the ticker symbol “TNFA” and began trading on the Nasdaq StockMarket under the ticker symbol “QCLS.” On September 2, 2025, the Company entered into that certain Membership Interest Purchase Agreement (the “MIPA”), by and among theCompany, LPU Holdings LLC (“LPU”) and the members of LPU (the “Sellers”), pursuant to which the Company agreed to acquire100% ofthe membership interests (the “Membership Interests”) of LPU from the Sellers, and as a result, LPU became a wholly-owned subsidiary of theCompany. These consolidated financial statements include three wholly owned subsidiaries as of September 30, 2025, Akers Acquisition Sub, Inc., BoutTimeMarketing Corporation and LPU(together,the“Company”). All material intercompany transactions have been eliminated inconsolidation. The Company has historically been engaged in the development and comme