Q/C Technologies Inc 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐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 of(I.R.S. Employer 1185 Avenue of the Americas, Suite 249New York, NY10036(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: (856) 848-8698 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to 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 toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit 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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company”and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2025, based ona closing price of $12.28, was $3,616,742. As of April 12, 2026, the registrant had 7,853,429 shares of its Common Stock, par value $0.001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain information required by Part III will be included in the registrant’s proxy statement related to its 2026 Annual Meeting ofStockholders (“2026 Proxy Statement”) to be filed pursuant to Regulation 14A within 120 days after registrant’s fiscal year end ofDecember 31, 2025. If such 2026 Proxy Statement is not filed by such date, an amendment to this Annual Report on Form 10-K will beduly filed with the Securities and Exchange Commission within 120 days of December 31, 2025. TABLE OF CONTENTS PAGEPART IItem 1.Business5Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments22Item 1C.Cybersecurity22Item 2.Properties22Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures22PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities23Item 6.Reserved23Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item 7A.Quantitative and Qualitative Disclosures About Market Risk34Item 8.Financial Statements and Supplementary Data34Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure34Item 9A.Controls and Procedures34Item 9B.Other Information35Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections35PART IIIItem 10.Dir