Q/C Technologies, Inc DEFA14A, filed Dec 13, 2021

Q/C Technologies, Inc. (QCLS)

DEFA14A 2021-12-13

View Original

Added on October 19, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

☐	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

☒	No fee required

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:


☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

Name	Number of Shares of Common Stock Beneficially Owned (1)			Percentage Class (1) (2)			Number of Shares of Series D Preferred Stock Beneficially Owned		Percentage Class (3)			Total Voting Power
5% Beneficial Owner
The Starwood Trust⁽⁴⁾		2,548,703	⁽⁵⁾		6.55	%		—		—			6.55	%
Iroquois Capital Management L.L.C. ⁽⁶⁾		2,188,179	⁽⁷⁾		5.58	%		—		—			5.58	%
Premas Biotech PVT Ltd. ⁽⁸⁾		103,782	⁽⁹⁾		*			72,992		100.00	%		*

Named Executive Officers and Directors
Bill J. White		73,776	⁽¹⁰⁾		*			—		—			*
Joshua Silverman		73,776	⁽¹¹⁾		*			—		—			*
Christopher C. Schreiber		88,238	⁽¹²⁾		*			—		—			*
Chris Chapman, M.D.		385,900	⁽¹³⁾		1.02	%		—		—			1.02	%
Craig Eagle, M.D.		482,375	⁽¹⁴⁾		1.27	%		—		—			1.27	%
Jude Uzonwanne		57,885	⁽¹⁵⁾		*			—		—			*
Howard R. Yeaton⁽¹⁶⁾		1,173	⁽¹⁷⁾		*			—		—			*
James A. McNulty, CPA⁽¹⁸⁾		1,651,653	⁽¹⁹⁾		4.26	%		—		—			4.26	%
Adam Kaplin, M.D., Ph.D.		154,360	⁽²⁰⁾		*			—		—			*
All current executive officers and directors as a group (9 persons)		1,470,670			3.77	%		—		—			3.77	%

	2)	These percentages have been calculated based on 37,648,020 shares of common stock outstanding as of November 8, 2021.

	3)	These percentages have been calculated based on 72,992 shares of Series D Preferred Stock outstanding as of November 8, 2021.

	4)	As Trustee of The Starwood Trust, Caroline Williams has sole voting and dispositive power over the shares held by the Starwood Trust, and, as a result of the foregoing, is deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities held by The Starwood Trust.

	5)	Represents (i) 1,272,972 shares of common stock and (ii) 1,275,731 shares of common stock issuable upon the exercise of options exercisable within 60 days of the Record Date.

	6)	This information is based on a Schedule 13G/A filed with the SEC on February 22, 2021 by Iroquois Capital Management, LLC (“Iroquois Capital”) and on information available to the Company. The principal business office is 125 Park Avenue, 25th Floor, New York, NY 10017. Iroquois Capital is the investment advisor for Iroquois Master Fund, Ltd. (“IMF”). As directors of IMF, Kimberly Page and Richard Abbe make voting and investment decisions on behalf of IMF. As a result of the foregoing, Ms. Page and Mr. Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by Iroquois Capital and IMF.

	7)	Represents (i) *620,134* shares of common stock and (ii) 1,568,045 shares of common stock issuable upon the exercise of warrants exercisable within 60 days of the Record Date.

	8)	Prabuddha Kundu has sole voting and dispositive power over the securities held for this account.

	9)	Represents (i) 67,286 shares of common stock and (ii) 36,496 shares of common stock issuable upon conversion of Series D Preferred Stock.

	10)	Represents *73,776* restricted stock unit (“RSU”) awards to Mr. White that are vested or scheduled to vest within 60 days of the Record Date.

	11)	Represents *73,776* RSU awards to Mr. Silverman that are vested or scheduled to vest within 60 days of the Record Date.

	12)	Represents *88,238* RSU awards to Mr. Schreiber that are vested or scheduled to vest within 60 days of the Record Date.

	13)	Represents (i) 96,475 shares of common stock by Dr. Chapman *and* (ii) 289,425 shares of common stock issuable upon the exercise of options held exercisable within 60 days of the Record Date.

	14)	Represents 482,375 shares of common stock issuable upon the exercise of options held by Dr. Eagle exercisable within 60 days of the Record Date.

	15)	Represents *57,885* shares of common stock issuable upon the exercise of options held by Mr. Uzonwanne exercisable within 60 days of the Record Date.

	16)	Mr. Yeaton’s employment as interim Chief Financial Officer ceased as of August 19, 2020.

	17)	*Of the 1,173 shares of common stock beneficially owned by Mr. Yeaton, 938 shares are issued and outstanding and the remaining shares may be issued under his employment agreement.*

	18)	Mr. McNulty tendered his resignation as an executive officer of MyMD Florida on April 15, 2021, effective upon the closing of the Merger on April 16, 2021.

	19)	Represents (i) 532,543 shares of common stock and (ii) 1,119,110 shares of common stock issuable upon the exercise of options held by Mr. McNulty exercisable within 60 days of the Record Date.

	20)	Represents 154,360 shares of common stock issuable upon the exercise of options held by Dr. Kaplin exercisable within 60 days of the Record Date.