Q/C Technologies (QCLS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for November 10, 2025, to be held virtually to maximize shareholder participation and reduce costs and environmental impact.

• Four key proposals will be presented: Issuance Proposal, Incentive Plan Amendment Proposal, Reverse Stock Split Proposal, and Adjournment Proposal.

• Board recommends voting in favor of all proposals and has set September 18, 2025, as the record date for voting eligibility.

Voting matters and shareholder proposals

• Issuance Proposal seeks approval for issuing shares and warrants related to Series H and I Preferred Stock, advisory shares, milestone shares, and consulting warrants, potentially exceeding 20% of outstanding common stock.

• Incentive Plan Amendment Proposal aims to increase shares available under the 2021 Equity Incentive Plan by 1,375,000, totaling 1,400,000 shares.

• Reverse Stock Split Proposal allows the Board to effect a reverse split at a ratio between 1-for-2 and 1-for-250 to maintain Nasdaq listing requirements.

• Adjournment Proposal permits the meeting to be adjourned if more time is needed to solicit votes for the other proposals.

Board of directors and corporate governance

• Board is responsible for soliciting proxies and recommends voting for all proposals.

• Joshua Silverman serves as Executive Chairman and is the designated proxy for the meeting.