Q/C Technologies, Inc 8-K/A, filed Jul 2, 2021

Q/C Technologies, Inc. (QCLS)

8-K/A 2021-07-02 For: 2021-04-16

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Added on April 08, 2026

About this 8-K/A

Q/C Technologies, Inc filed this 8-K/A on July 2, 2021, reporting on events of April 16, 2021.

Items reported

Item 9.01: Financial statements and exhibits

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	[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, no par value per share		MYMD		The NASDAQ Capital Market

Exhibit No.		Description
23.1		Consent of Cherry Bekaert LLP
23.2		Consent of Cherry Bekaert LLP
99.1		Audited financial statements of MyMD Pharmaceuticals (Florida), Inc. as of and for the years ended December 31, 2020 and 2019.
99.2		Audited financial statements of Supera Pharmaceuticals, Inc. as of and for the years ended December 31, 2020 and 2019.
99.3		Unaudited financial statements of MyMD Pharmaceuticals (Florida), Inc. as of and for the three months ended March 31, 2021 and the notes relating thereto.
99.4		Unaudited financial statements of Supera Pharmaceuticals, Inc. as of and for the three months ended March 31, 2021 and the notes relating thereto.
99.5		Unaudited pro forma condensed combined statement of comprehensive loss of the Company for the year ended December 31, 2020 and balance sheets and statement of comprehensive loss as of and for the three months ended March 31, 2021.

	MyMD PHARMACEUTICALS, INC.

Date: July 2, 2021	By:	/s/ Chris Chapman
		Chris Chapman, M.D.
		President, Chief Medical Officer, and Director

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2

financial Statements
Balance Sheets	F-4
Statements of Operations	F-5
Statements of Stockholders’ (Deficit) Equity	F-6
Statements of Cash Flows	F-7
Notes to the Financial Statements	F-8 - F-12

	December 31,			December 31,
	2020			2019
ASSETS
Current Assets:
Cash	$	133,733		$	132,023
Prepaid expenses and other current assets		1,218			17,472
Total Current assets		134,951			149,495

Intangible Assets		-			18,334
Total Assets	$	134,951		$	167,829

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Trade accounts payable	$	1,025,063		$	878,620
Due to Related Party		39,177			14,577
Accrued interest, related party		175,679			10,639
Loan Payable, related party		1,200,000			-
Paycheck Protection Program Loan		54,000			-
Total Current Liabilities		2,493,919			903,836

Line of credit, related party, net of unamortized debt discount		1,734,237			990,355

Total Liabilities		4,228,156			1,894,191

Stockholders’ Deficit
Common Stock $.0001 par value, 90,000,000 shares authorized 40,043,504 and 38,063,504 issued and outstanding as of December 31, 2020, and December 31, 2019, respectively		4,004			3,806
Additional Paid in Capital		43,411,488			36,848,064
Accumulated Deficit		(47,508,697	)		(38,578,232	)
Total Stockholders’ Deficit		(4,093,205	)		(1,726,362	)
Total Liabilities and Stockholders’ Deficit	$	134,951		$	167,829

					Additional
	Common Stock				Paid In			Accumulated
	Shares		Amount		Capital			Deficit			Total
Balances, January 1, 2019		33,451,504	$	3,345	$	29,146,159		$	(28,939,316	)	$	210,188
Sale of common stock		2,959,000		296		2,958,704			-			2,959,000
Issuance of common stock to shareholders		1,653,000		165		(165	)		-			-
Issuance of stock options for debt issuance		-		-		1,165,816			-			1,165,816
Share based compensation		-		-		3,577,550			-			3,577,550
Net loss		-		-		-			(9,638,916	)		(9,638,916	)
Balances, December 31, 2019		38,063,504		3,806		36,848,064			(38,578,232			(1,726,362	)
Sale of common stock		1,980,000		198		1,979,802			-			1,980,000
Issuance of stock options for debt issuance		-		-		839,457			-			839,457
Share based compensation		-		-		855,000			-			855,000
Option modification		-		-		2,889,165			-			2,889,165
Net loss		-		-		-			(8,930,465	)		(8,930,465	)
Balances, December 31, 2020		40,043,504	$	4,004	$	43,411,488		$	(47,508,697	)	$	(4,093,205	)

				Weighted		Weighted
				Average		Average
	Number			Exercise		Remaining
	of Shares			Price		Life
Outstanding December 31, 2018		31,332,500		$	1.00	9.21 Years
Granted		8,010,619		$	1.00
Outstanding December 31, 2019		39,343,119		$	1.00	8.52 Years
Granted		2,810,241		$	1.00
Cancelled		(31,300,000	)	$	1.00
Outstanding December 31, 2020		10,853,360		$	1.00	7.98 Years

	March 31,			December 31,
	2021			2020
	(Unaudited)
ASSETS
Current Assets:
Cash	$	432,103		$	133,733
Prepaid expenses and other current assets		1,218			1,218
Total Current assets		433,321			134,951

Total Assets	$	433,321		$	134,951

LIABILITIES AND STOCKHOLDER’S DEFICIT
Trade accounts payable	$	1,632,845		$	1,025,063
Due to Related Party		185,577			39,177
Accrued interest, related party		220,358			175,679
Loan Payable, related party		3,000,000			1,200,000
Payroll Protection Program Loan		54,000			54,000
Total Current Liabilities		5,092,780			2,493,919

Line of credit, related party net of unamortized discount		2,342,697			1,734,237

Total Liabilities		7,435,477			4,228,156

Stockholder’s Deficit
Common Stock $.0001 par value, 90,000,000 shares authorized 40,053,504 issued and outstanding		4,004			4,004
Additional Paid in Capital		43,411,488			43,411,488
Accumulated Deficit		(50,417,648	)		(47,508,697	)
Total Stockholder’s Deficit		(7,002,156	)		(4,093,205	)
Total Liabilities and Stockholder’s Deficit	$	433,321		$	134,951

	March 31,			December 31,
	2021			2020
	(Unaudited)
Revenues	$	-		$	-

Operating Costs:
General and administrative expenses		1,260,890			3,304,673
(including $0 and $855,000 of share-based compensation, respectively)
Research and development expenses		994,922			2,241,431
Option modification expense		-			2,009,145
Total Operating Costs		2,255,812			7,555,249

Interest Expense		(653,139	)		(1,375,216	)
Net Loss	$	(2,908,951	)	$	(8,930,465	)

SUPERA BALANCE SHEET

	March 31,
	2021			December 31,
	(Unaudited)			2020
ASSETS
Current Assets:
Cash	$	5,075		$	14,551
Due from affiliate		173,600			24,600
Total Assets	$	178,675		$	39,151

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Trade accounts payable	$	745,560		$	556,781
Paycheck Protection Program Loan		16,600			16,600
Total Current Liabilities		762,160			573,381

Related party line of credit		593,929			599,747
Related party interest payable		37,053			29,628
Total Liabilities		1,393,142			1,202,756

Stockholders’ Deficit
Common Stock $0.0001 par value, 100,000,000 shares		-			-
authorized and 25,000,000 issued and outstanding
Additional paid-in capital		-			-
Accumulated Deficit		(1,214,467	)		(1,163,605	)
Total Stockholders’ Deficit		(1,214,467	)		(1,163,605	)
Total Liabilities and Stockholders’ Deficit	$	178,675		$	39,151

SUPERA PHARMACEUTICALS, INC.
	March 31,
	2021			December 31,
	(Unaudited)			2020

Revenues	$	-		$	-

Operating Costs:
Travel and jet expenses		338,349			923,383
General and administrative expenses		92,009			330,004
Research and development expenses		57,079			85,901
Total Operating Costs		487,437			1,339,288

Other Expense (Income)
Travel expense reimbursements from affiliate		(444,000	)		(808,300	)
Interest expense		7,425			27,528
		(436,575	)		(780,772	)

Net Loss	$	(50,862	)	$	(558,516	)

	●	The accompanying notes to the unaudited pro forma condensed combined financial statements;
	●	The Company’s audited consolidated financial statements as of and for the year ended December 31, 2020 and the notes relating thereto in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2021.
	●	The Company’s unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2021 and the notes relating thereto in the Company’s Quarterly Report on Form 10-Q as filed with the SEC on May 18, 2021;
	●	Pre-Merger MyMD Florida’s audited financial statements as of and for the year ended December 31, 2020 and the notes relating thereto, contained in Exhibit 99.1;
	●	Pre-Merger MyMD Florida’s unaudited financial statements as of and for the three months ended March 31, 2021 and the notes relating thereto, contained in Exhibit 99.3;

	●	Supera’s audited financial statements as of and for the year ended December 31, 2020 and the notes relating thereto, contained in Exhibit 99.2; and
	●	Supera’s unaudited financial statements as of and for the three months ended March 31, 2021 and the notes relating thereto, contained in Exhibit 99.4.

				Accounting
				Acquirer			Cystron
	Legal			Pre-Merger			Biotech
	Acquirer			MyMD			Spin-off			AJE				AJE		Pro Forma
	Company			Florida			Adjustments			#	Adjustments			#		Combined

Current assets:
Cash and Cash Equivalents	$	569,366		$	437,178		$	-			$	-				$	1,006,544
Marketable Securities		30,480,537			-			(1,500,000	)	a		(3,379,614	)		1		25,600,923
Other Receivables		3,026,137			-			-				(3,026,137	)		4		-
Prepaid Expenses		223,029			1,218			-				-					223,029
Total current assets		34,297,851			438,396			(1,500,000	)			(6,405,751	)				26,830,496

Non-Current Assets
Investment in Oravax		1,500,000			-			-				-					1,500,000
Goodwill		-			-			-				18,467,102			8		18,467,102
Total Non-Current Assets		1,500,000			-			-				18,467,102					19,967,102

Total Assets	$	35,797,851		$	438,396		$	1,500,000			$	12,061,351				$	46,797,598

Current Liabilities
Trade and Other Payables	$	2,374,059		$	2,204,805		$	(1,500,000	)	a	$	688,913			6	$	3,767,777
Bridge Loan Payable - Related Party		-			3,000,000			-				(3,000,000	)		2,4		-
Accrued Interest		-			257,411			-				(257,411	)		1		-
Due to Related Party Starwood Trust and Jonnie Williams, Sr and Supera		-			185,577			-				(185,577	)		1		-
Line of Credit, Related Party, net unamortized Debt Discount		-			2,936,626			-				(2,936,626	)		1		-
Payroll Protection Program Loan		-			70,600			-				-					70,600
Total current liabilities		2,374,059			8,655,019			(1,500,000	)			(5,690,701	)				3,838,377

Total Liabilities	$	2,374,059		$	8,655,019		$	(1,500,000	)		$	(5,690,701	)			$	3,838,377

Commitments and contingencies

Stockholders’/Members’ Deficit
Preferred Stock, no par value, 50,000,000 total preferred shares authorized
Series C Convertible Preferred Stock, 1,990,000 shares designated, no par value and a stated value of $4.00 per share, 0 shares issued and outstanding as of March 31, 2021		-			-			-				-					-
Series D Convertible Preferred Stock, 211,353 shares designated, no par value and a stated value of $0.01 per share, 72,992 shares issued and outstanding as of March 31, 2021		144,524			-			-				-					144,524
Series E Junior Participating Preferred Stock, 100,000 shares designated, no par value and a stated value of $0.001 per share, 0 shares issued and outstanding as of March 31, 2021		-			-			-				-					-
Common stock, no par value, 100,000,000 shares authorized 8,326,730 issued and outstanding as of March 31, 2021		171,925,670			-			10,290		b		(68,973,425	)		3,5,6,7,8		162,962,535
Common Stock $0.0001 par value, 90,000,000 shares authorized 40,043,504 outstanding as of March 31, 2021					4,004			-				(4,004	)		3		-
Additional Paid-in-Capital		-			43,411,488			-				(43,411,488	)		3		-
Accumulated Deficit		(138,646,402	)		(51,632,115	)		(10,290	)	b		130,140,969			1,2,5,6,7,8		(60,147,838	)
Total Stockholders’/Members’ Deficit		33,423,792			(8,216,623	)		-				17,752,052					42,959,221

Total Liabilities and Shareholders’ Equity	$	35,797,851		$	438,396		$	(1,500,000	)		$	12,061,351				$	46,797,598

	December 31,			December 31,
	2020			2019
Common stock grant date fair value	$	1.00		$	1.00
Risk free interest rate		0.27% - 1.43	%		1.37% - 2.42	%
Expected dividend yield		0	%		0	%
Expected term		5 years			5 years
Expected stock volatility		73.0% - 75.8	%		70.9% - 72.4	%

Excess Parent Cash Calculation
Parent Cash, Cash Equivalents and Marketable Securities as of December 31, 2020	$	35,336,407
Less
Net change year-to-date		(4,279,566	)
Liabilities, less non-cash items		(495,306	)
Estimated operating and other expenses		(1,000,000	)
Available funds under the Bridge Loan		-
Contribution and Assignment Agreement		(1,500,000	)
Starwood Line-of-Credit Retirement		(3,192,119	)
Parent Net Cash, Cash Equivalents and Marketable Securities as of April 16, 2021	$	24,869,416
Minimum Parent Net Cash, per Merger Agreement	$	25,000,000
Less
Bridge Loan, actual		(3,000,000	)
Available funds under the Bridge Loan		-
Starwood Line-of-Credit Retirement		(3,192,119	)
Adjusted Minimum Parent Net Cash, per Merger Agreement	$	18,807,881
Excess Parent Net Cash Contribution	$	6,061,535
Excess Cash Factor Calculation
Excess Parent Net Cash	$	6,061,535
Divided by Valuation Peg		206,000,000
Excess Cash Factor		2.95	%

Merger Share Calculation, per Merger Agreement
Adjusted outstanding shares of the Company’s common stock as of April 16, 2021		9,752,195
Divided by 20% plus the Excess Cash Factor		22.95	%
Merger Shares of common stock of the combined company		42,493,817
Multiplied by 80% less the Excess Cash Factor		77.05	%
Estimated shares of the Company’s common stock issued to MyMD upon closing of the Merger		32,741,622

Estimated number of shares of the combined company owned by the Company’s shareholders⁽¹⁾		9,752,195
Multiplied by the price per share of the Company’s common stock⁽²⁾	$	4.94
Estimated purchase price	$	48,175,844

Shares of Company common stock outstanding as of April 16, 2021	8,326,730
Shares of Company common stock subject to Series D Convertible Preferred stock	36,496
Shares of Company common stock subject to outstanding restricted stock units	402,483
Shares of Company common stock subject to outstanding pre-funded warrants⁽¹⁾	986,486
Adjusted outstanding shares of Company common stock	9,752,195
Divided by the assumed percentage of Company ownership of the combined company	22.95	%
Estimated adjusted total shares of common stock of the combined company	42,493,817
Multiplied by the assumed percentage of pre-Merger MyMD Florida ownership of the combined company	77.05	%
Estimated shares of Company common stock issued to pre-Merger MyMD Florida upon closing of the Merger⁽²⁾	32,741,622

	Based on Historical Balance Sheet of the Company as of March 31, 2021			Pro Forma Adjustments⁽¹⁾⁽²⁾			Purchase Price Allocation – Pro Forma

Total Consideration	$	48,175,844		$	-		$	48,175,844
Cash and Cash Equivalents		569,366			-			569,366
Marketable Securities		30,480,537			(1,500,000	)		28,980,537
Other Receivables		3,026,137			(3,026,137	)		-
Prepaid Expenses		221,811			-			221,811
Investment in Oravax		1,500,000			-			1,500,000
Trade and Other Payables		(2,374,059	)		811,087			(1,562,972	)
Net Tangible Assets Acquired		33,423,792			(3,715,050	)		29,708,742
Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill	$	14,752,052		$	(3,715,050	)	$	18,467,102

Description	Debit		Credit
Trade and Other Payables	$	1,500,000
Marketable Securities			$	1,500,000

				Pro Forma
				Weighted Average Shares
	All Shares Issued/Issuable upon Merger			Three Months Ended March 31, 2021		Year Ended December 31, 2020
MYMD pre-merger:
Common shares issued and outstanding		73,991,413			-		-
Stock options outstanding		10,853,360			-		-
Total pre-Merger MyMD Florida share basis		84,844,773			-		-
Post conversion basis at the Exchange Ratio of 0.7718		65,479,931			-		-
Effect of 1-for-2 reverse stock split		(32,738,309	)		-		-
Post reverse split basis at the Exchange Ratio of 0.7718		32,741,622			-		-
Recapitalization/Conversion of pre-Merger MyMD Florida common shares into Company common shares based on the Exchange Ratio:		28,553,307			28,553,307		28,553,307
Recapitalization/Conversion of pre-Merger MyMD Florida stock options into Company common shares based on the Exchange Ratio⁽¹⁾		4,188,315			-		-
		32,741,622			28,553,307		28,553,307

The Company pre-Merger:
Common shares: issued and outstanding ⁽²⁾		8,326,730			8,544,298		3,526,658
Post-merger:
Series D Convertible Preferred stock converted to common stock⁽³⁾		36,496			-		-
Restricted Stock Units converted to common stock; vesting accelerated to the effective date		402,483			402,483		402,483
Pre-funded warrants convertible to common stock		986,486			-		-
		9,752,195			8,946,781		3,929,141
Estimated adjusted total shares of common stock for the combined entity		42,493,817			37,500,088		32,482,448

(1)	Pursuant to the terms of the Merger Agreement, shares have been allocated to pre-Merger MyMD Florida’s outstanding stock options, however, there is no requirement for these options to be exercised as of the effective date of the Merger and are therefore being treated as unissued shares for the purposes of calculating the weighted-shares outstanding.
(2)	The Company’s pre-Merger common shares issued and outstanding of 8,326,730 was the actual number of common shares issued and outstanding as of March 31, 2021.
(3)	All outstanding stock options, Series D convertible preferred stock and pre-funded warrants exercisable for the combined company’s common stock are anti-dilutive and therefore excluded from the weighted-average shares calculation for the three months ended March 31, 2021 and the year ended December 31, 2021 as referenced in the pro forma condensed combined Statement of Comprehensive Loss.