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10-K2026-04-15· qwen-plus

QCLS · Q/C Technologies, Inc.

0001493152-26-016872

SEC filing

Summary

FY2025 reflected continued pre-revenue operating losses and cash outflows, yet showed meaningful improvement in net loss performance versus FY2024 — driven by GAAP-compliant income statement dynamics — as the Company advanced its strategic pivot to laser-based computing while maintaining liquidity sufficient for at least twelve months of operations.

Key takeaways

Full analysis

Strategic Pivot Execution

The September 2025 acquisition of LPU Holdings LLC formalized Q/C Technologies’ transition toward photonic computing infrastructure, establishing a new reportable segment and initiating internal validation and benchmarking of the qc-LPU100 platform. This operational milestone anchors FY2025’s defining dynamic: decisive execution on a capital-intensive strategic shift while legacy pharmaceutical assets — Isomyosamine and Supera-CBD — remain under active strategic review for divestiture, with development paused and no revenue anticipated.

Financial Performance Drivers

Operating income improved 3.2% year-over-year to -$9.8M, though it remains deeply negative. Per Item 7, this change reflects a decline in legal and scientific advisory board fees, partially offset by an increase in general consulting services — a qualitative driver confirmed in the authoritative business context packet. Net income improved more substantially (50.2%) to -$11.6M, and diluted EPS improved 22.3% to $-8.66. These improvements are attributable to GAAP-compliant income statement dynamics, including the impact of warrant liability revaluation and contingent consideration adjustments — both embedded in the reported GAAP figures but not quantified separately in the authoritative packet. The EPS improvement is also linked to the increase in authorized shares of Common Stock during the year, as explicitly stated in management commentary.

Liquidity and Going Concern Assessment

Net cash used in operating activities totaled -$9.1M, marginally higher than the prior year’s -$9.0M. This reflects the Company’s sustained pre-revenue status and ongoing investment in strategic infrastructure. Critically, management states that, based on current operating plans, existing cash balances, and expected cash flows, the Company has sufficient liquidity to fund operations for at least the next twelve months. However, this assessment is qualified: the Company’s ability to continue as a going concern remains explicitly dependent on its capacity to increase revenues, manage operating expenses, and access additional capital as needed. Liquidity constraints and capital market access are identified as material risks that could necessitate changes to operating or investment strategy — reinforcing that near-term financial stability is conditional, not structural.

Forward-Looking Context

All forward-looking statements remain subject to material uncertainty. As noted in Item 7, actual results may differ significantly if underlying assumptions prove incorrect or if risks materialize — including those related to technology validation timelines, market adoption, regulatory pathways, and financing availability. The Company’s prior losses, combined with expected future losses, continue to exert adverse pressure on shareholders’ equity and working capital — a structural reality acknowledged across both Item 7 and Item 1A.