Q/C TECHNOLOGIES, INC. 8-K

What Happened

• Q/C Technologies, Inc. (QCLS) filed an 8‑K reporting that on January 16, 2026 it appointed Chelsea Voss to its board and entered a 12‑month consulting agreement with her. The company publicly announced the appointments and agreement in a press release on January 20, 2026.
• Under the Consulting Agreement, the Company will pay Ms. Voss $12,500 per month ($150,000 annually) and grant (i) 212,500 restricted stock units (RSUs) and (ii) stock options to purchase up to 212,500 shares of common stock. The RSUs and options vest in four substantially equal quarterly installments; the option exercise price will be the greater of $5.097 per share or fair market value on the grant date.

Key Details

• Appointment date: January 16, 2026; press release: January 20, 2026.
• Consulting term: 12 months (unless earlier terminated). Cash fee: $12,500/month ($150,000/year).
• Equity: 212,500 RSUs (quarterly vesting) and options for 212,500 shares (vest quarterly); option price = max($5.097, FMV at grant).
• Background: Ms. Voss is a technical staff member at OpenAI since 2019 with experience on GPT‑4, ChatGPT, DALL·E 2 and Codex; she was introduced to the Company by Martin Shkreli, an affiliate of Ocean Avenue Holdings LLC (a consultant to Q/C).

Why It Matters

• Board and adviser addition: The appointment brings AI and large‑scale ML systems experience to Q/C’s board, which could influence strategy if the company pursues AI‑related opportunities or acquisitions.
• Cost and dilution: The agreement increases ongoing cash expenses (~$150k/year) and potential equity dilution through RSUs and exercisable options for up to 425,000 shares (combined grants), which investors should monitor when assessing share count and per‑share metrics.
• Governance/related‑party note: The filing discloses Ms. Voss was introduced by an affiliate of an existing company consultant (Martin Shkreli/Ocean Avenue Holdings), a relationship investors may want to consider for governance and reputational context.