10-Q: Q/C Technologies Pivots to Laser Computing, Boosts Capital

Sentiment:

Quarterly Report 19 November 2025 5:13 PM

📋All filings for Tnf Pharmaceuticals, INC

Q/C Technologies, formerly TNF Pharmaceuticals, has pivoted its business strategy to energy-efficient blockchain and high-performance computing, securing new capital and acquiring an exclusive license for laser processing units.

Capital raiseRaised $6.7 million through the issuance of 7,000 shares of Series H Preferred Stock in Q3 2025.Received $2.7 million in proceeds from the exercise of warrants during Q3 2025.The Series H Private Placement involved the sale of 7,000 shares of Series H Preferred Stock and warrants to acquire 1,400,000 shares of Common Stock for aggregate gross proceeds of $7,000,000.The company stated it 'may raise additional financing through registered or private offerings' in the next twelve months.Contingent consideration for the LPU acquisition includes cash payments, cash payments based on Equity Offering proceeds, shares of Common Stock, and warrants to purchase Common Stock, indicating potential future capital-like transactions.

Summary

The company changed its name from TNF Pharmaceuticals, Inc. to Q/C Technologies, Inc. and its ticker symbol from TNFA to QCLS, effective September 25, 2025.
Acquired 100% of LPU Holdings LLC (LPU) on September 2, 2025, for $1.75 million in cash and 747,362 shares of Series I Preferred Stock (fair value $2.70 million), plus contingent consideration of $9.38 million.
LPU holds an exclusive global license with LightSolver Ltd. for proprietary laser processing hardware units (LPUs) for cryptocurrency mining and high-performance computing.
The company has shifted its business strategy from pharmaceutical development (Isomyosamine and Supera-CBD) to energy-efficient blockchain, cryptocurrency infrastructure, and quantum-class laser-based computing.
Net loss for the nine months ended September 30, 2025, was $(5,732,326), a significant improvement from $(21,295,080) for the same period in 2024.
Cash on hand increased to $6,904,185 as of September 30, 2025, from $173,154 at December 31, 2024.
Working capital improved to $4,612,746 as of September 30, 2025.
Stockholders' equity increased to $14,320,390 from $9,789,740.
The company raised $6.7 million through Series H Preferred Stock issuance and $2.7 million from warrant exercises during the third quarter of 2025.
Management believes current financial resources are sufficient to fund operations for the next twelve months, alleviating prior going concern doubts.
A 1-for-100 reverse stock split was effected on August 29, 2025.
Common Stock outstanding as of November 17, 2025, was 4,166,760 shares.

Sentiment

Score: 6

Explanation: The company has undergone a radical strategic transformation, moving from pharmaceuticals to a high-potential, albeit nascent, laser-based computing sector for blockchain and AI. While the significant capital raise and improved liquidity are positive, alleviating immediate going concern risks, the new business is in its early stages with substantial development, validation, and regulatory hurdles ahead. The high level of dilution from preferred stock and warrants, coupled with ongoing losses, presents considerable risk. The sentiment is cautiously optimistic, reflecting both the potential upside of the new strategy and the inherent risks and challenges.

Positives

Successfully executed a major strategic pivot into the high-growth laser-based computing sector for blockchain and AI.
Achieved a significant reduction in net loss for the nine months ended September 30, 2025, to $(5.7 million) from $(21.3 million) in the prior year.
Substantially increased cash on hand to $6.9 million as of September 30, 2025, from $0.17 million at December 31, 2024.
Improved working capital position to $4.6 million as of September 30, 2025.
Increased stockholders' equity to $14.3 million from $9.8 million.
Alleviated substantial doubt about the company's ability to continue as a going concern due to recent capital raises and strategic plan.
Secured an exclusive global licensing agreement with LightSolver Ltd. for proprietary LPU technology.

Negatives

Continued to incur a net loss from operations of $(5.7 million) for the nine months ended September 30, 2025.
Accumulated deficit increased to $(137.6 million).
Marketable securities decreased by over $5 million from December 31, 2024.
Cash flows used in operating activities were $(5.9 million) for the nine months ended September 30, 2025.
The new technology (qc-LPU100) is in early-stage development and has not completed performance validation or regulatory certifications.
Reliance on the exclusive licensing agreement with LightSolver Ltd. introduces dependency risk.
Significant dilution from the 1-for-100 reverse stock split and issuance of various preferred stocks and warrants.
High dividend rates on preferred stocks (Series F, F-1, G at 10-15% per annum, Series H at 7-15% per annum).

Risks

Inability to adequately protect or enforce intellectual property rights, which could harm the competitive position.
Competitors may develop similar technology independently or design around existing patents.
Expenditure of substantial cash resources for payments to Series H Preferred Stock holders (7-15% dividends, potential cash redemption at a premium upon Triggering Event).
Inability to raise additional equity or debt capital if cash resources are insufficient for Series H Preferred Stock payments, potentially leading to delays, reductions in R&D, asset sales, or mergers.
Dilution of common stockholders' interests and depression of common stock price due to anti-dilution provisions in Series H Preferred Stock and Warrants.
Restrictive covenants and terms in Series H Certificate of Designations and Series H Purchase Agreement limiting flexibility in raising capital or incurring indebtedness.
Uncertainty in successfully developing, validating, or commercializing the new laser-based computing technology (qc-LPU100).
Dependence on the exclusive global licensing agreement with LightSolver, with risks of loss of access, technology transfer issues, integration challenges, or intellectual property disputes.
Requirement for significant additional capital for prototype development, pilot deployments, and commercialization of qc-LPU100.
Exposure to regulatory, cybersecurity, and market risks in the blockchain and cryptocurrency infrastructure sector, including export controls, FCC/UL certifications, SEC/CFTC scrutiny, EU MiCA regulations, post-quantum cryptography standards, and data integrity risks.
Potential for delays or failure in obtaining new patents or extensions for licensed intellectual property.
Volatility and cyclicality of the cryptocurrency sector impacting capital raising and market adoption.
Inability to divest Isomyosamine and Supera-CBD therapeutic platforms successfully or on favorable terms.

Future Outlook

The company anticipates finalizing qc-LPU100 prototypes, conducting internal performance benchmarking for DePin Token and artificial intelligence high-performance computing applications, and securing patents or extensions on licensed intellectual property. It plans to leverage a senior quantum advisor's expertise for prototype optimization and initiate pilot testing with select AI and DePin Token users. The company will also explore strategic partnerships for proof-of-concept deployments and may raise additional financing. By the second half of 2026, it expects to launch beta units, obtain regulatory certifications, divest non-core pharmaceutical programs, and target initial revenue from LPU sales and leasing. By the end of 2026, the company aims to deploy initial commercial clusters and expand marketing efforts, monitoring progress toward broader scale by the end of 2027. Revenue generation is expected primarily through direct sales, leasing, and licensing of qc-LPU100 units, with potential streams from hardware sales, subscription-based access, and royalties from integrated blockchain solutions.

Management Comments

"The Company has shifted its business strategy to focus on energy-efficient blockchain, cryptocurrency infrastructure, and high-performance computing through quantum-class laser-based computing."
"The Company's core strategy leverages an exclusive global licensing agreement with LightSolver Ltd. to deploy innovative LPUs, specifically the Company-branded qc-LPU100, which harnesses the natural properties of light with the goal of achieving high computational speed and energy efficiency."
"The Company seeks to position itself as a first-mover in bridging laser-based computing with cryptocurrency infrastructure, addressing industry challenges including high energy consumption, scalability limitations, and reliance on traditional graphics processing units (GPUs)."
"LPUs are designed to operate at room temperature in standard rack-unit sizes and are intended to outperform GPUs and quantum processing units (QPUs) in speed, efficiency, and sustainability, while enhancing blockchain security."
"The Company is evaluating the potential divestiture of Isomyosamine and Supera-CBD to fund its new strategic focus, with the objective of creating long-term stockholder value."
"Management believes that the Company's current financial resources as of the date of the issuance of these condensed consolidated financial statements are sufficient to fund its current operating budget and contractual obligations as of September 30, 2025 as they fall due within the next twelve-month period, alleviating any substantial doubt raised by the Company's historical operating results and satisfying its estimated liquidity needs for twelve months from the issuance of these condensed consolidated financial statements."

Industry Context

The company's strategic pivot aligns with the growing demand for energy-efficient solutions in blockchain and high-performance computing, driven by the industry's transition toward hybrid blockchain models and AI-blockchain convergence. It aims to address industry challenges such as high energy consumption and scalability limitations prevalent in traditional cryptocurrency infrastructure that relies on GPUs. The focus on photonic integrated circuits (PICs) and silicon photonics markets positions the company within a rapidly evolving technological landscape.

Comparison to Industry Standards

LPUs are intended to outperform GPUs and quantum processing units (QPUs) in speed, efficiency, and sustainability, while enhancing blockchain security.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Board of Directors Member	NA	Dr. Mitchell Glass	2024-04-08	Elected by holders of Series F Preferred Shares.
Board of Directors Size	NA	No more than six directors	2025-04-08	Agreement with Required Holders of Series F/F-1 Preferred Stock.
Executive Chairman	NA	Joshua Silverman	NA	Related party disclosure, also interim CEO, President, and Director of PharmaCyte Biotech, Inc.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Reincorporation	Changed state of incorporation from New Jersey to Delaware.	2024-03-04	Changed legal domicile and par value of common and preferred stock to $0.001 per share.
Authorized Share Increase (Common Stock)	Increased authorized shares of Common Stock from 16,666,666 to 250,000,000.	2024-07-24	Provided flexibility for future equity issuances, but also potential for dilution.
Authorized Share Increase (Series G Preferred Stock)	Increased authorized shares of Series G Preferred Stock from 8,950 to 12,826,273.	2024-06-17	Authorized sufficient shares for payment of PIK Shares (dividends in kind).
Authorized Share Increase (Common Stock)	Increased authorized shares of Common Stock from 250,000,000 to 1,250,000,000.	2025-06-06	Provided substantial capacity for future equity issuances, increasing potential for dilution.
Company Name and Ticker Symbol Change	Changed name from TNF Pharmaceuticals, Inc. to Q/C Technologies, Inc. and ticker from TNFA to QCLS.	2025-09-25	Aligned branding with the new laser-based computing business strategy.
Reverse Stock Split	Effected a 1-for-100 reverse stock split of Common Stock.	2025-08-29	Reduced the number of outstanding shares, typically to increase share price and maintain Nasdaq listing compliance, but can be perceived negatively.
Preferred Stock Terms Amendment (Series F & F-1)	Extended maturity dates of Series F and Series F-1 Convertible Preferred Stock to March 2, 2027, and removed amortization payments.	2025-09-02	Restructured debt-like obligations, potentially easing short-term cash demands but extending preferred stock tenure.
Warrant Term Extension (Series F & F-1)	Extended the term of Series F and Series F-1 Warrants to expire on August 15, 2030.	2025-08-19	Extended the period during which warrants can be exercised, potentially leading to future dilution.
Series H Certificate of Designations Amendment	Amended the definition of Excluded Securities in the Series H Certificate of Designations.	2025-10-03	Modified terms related to anti-dilution provisions, potentially affecting future equity issuances.
Stockholder Approvals	Obtained MIPA Stockholder Approval and Series H Stockholder Approval.	2025-11-14	Satisfied Nasdaq listing standards for the issuance of shares related to the LPU acquisition and Series H Private Placement, enabling further transactions.

Legal Proceedings

Raymond Akers Actions: Dr. Raymond F. Akers, Jr. filed two lawsuits against the Company alleging common law whistleblower retaliation claims.
The First Raymond Akers Action was dismissed on September 23, 2021, with tort-based claims barred by the statute of limitations.
The Second Raymond Akers Action, filed March 1, 2022, is currently in the discovery phase, asserting a common law whistleblower retaliation claim, with the court denying dismissal for contract-based Pierce claim and Repayment of Monies Owed claim.
Management believes the current litigation will not have a material impact on the company's financial condition or results of operations.

Related Party Transactions

SRQ Patent Holdings and SRQ Patent Holdings II: Affiliates of Mr. Jonnie Williams, Sr. (former significant stockholder), to whom the company is obligated to pay 8% royalties on product sales or other revenue from assigned intellectual property. No revenue subject to these agreements for the periods presented.
MIRA Pharmaceuticals Limited License Agreement: An agreement with MIRA Pharmaceuticals, Inc. (Nasdaq: MIRA) to share technical information and know-how for Supera-CBD and MIRA1a. The company granted a perpetual, non-exclusive, royalty-free license for MIRA1a improvements, and MIRA granted a limited, perpetual, worldwide, non-exclusive, royalty-free license for Supera-CBD as a synthetic intermediate.
PharmaCyte Biotech, Inc.: An investor in Series G and Series H Preferred Stock. Joshua Silverman, interim CEO, President, and Director of PharmaCyte, serves as the Company's Executive Chairman.
Palladium Capital Group, LLC: Engaged as a non-exclusive financial advisor for the MIPA transaction, receiving a monthly retainer of $15,000 and 15,433 shares of Common Stock after MIPA Stockholder Approval. Also acted as a placement agent for Private Placements.
GP Nurmenkari Inc. (GPN), Rodman & Renshaw LLC (Rodman), and H.C. Wainwright & Co., LLC (Wainwright): Engaged as non-exclusive placement agents for the Series H Private Placement, receiving cash fees (4-5% of gross proceeds, reduced to 2.5% for existing investors) and warrants to purchase Common Stock (4-5% of underlying shares, reduced to 2.5% for existing investors).

Stakeholder Impact

Shareholders (Common Stockholders): Face significant dilution from reverse stock splits, preferred stock conversions, and warrant exercises. The strategic shift offers potential long-term value but carries high risk.
Preferred Stockholders: Benefit from preferential positions, including high dividend rates (7-15%) and certain redemption rights.
Employees: Personnel costs have decreased due to fewer employees, with stock-based compensation remaining a component of remuneration.
Customers (future): Potential for cost savings and enhanced performance through LPUs in cryptocurrency, DePin, and AI applications.
Creditors: Improved liquidity and the alleviation of going concern doubt are positive, but restrictive covenants in preferred stock agreements could limit future financing flexibility.
Partners (LightSolver): The company's core strategy relies heavily on LightSolver for technology and development, indicating a strong mutual dependency.

Next Steps

Finalizing qc-LPU100 prototypes.
Conducting internal performance benchmarking for DePin Token and AI high-performance computing applications.
Securing patents or extensions on intellectual property licensed under the LightSolver agreement.
Leveraging senior quantum advisor's expertise for prototype optimization.
Initiating pilot testing with select AI and DePin Token users.
Exploring strategic partnerships for proof-of-concept deployments.
Potentially raising additional financing through registered or private offerings.
By H2 2026: Launching beta units to early adopters, obtaining regulatory certifications for hardware deployment, divesting non-core pharmaceutical programs, and targeting initial revenue from sales and leasing of LPUs.
By end of 2026: Deploying initial commercial clusters, expanding marketing efforts.
Monitoring progress toward broader scale by end of 2027.
Issuance of 15,433 shares of Common Stock to Palladium Capital Group, LLC following MIPA Stockholder Approval.

Key Dates

Date	Description
2017-08-07	Stockholders approved 2017 Stock Incentive Plan.
2018-12-07	Stockholders approved 2018 Stock Incentive Plan.
2020-08-27	2018 Stock Incentive Plan modified to increase authorized shares.
2020-11-11	Entered into two Amended and Restated Confirmatory Patent Assignment and Royalty Agreements with SRQ Patent Holdings and SRQ Patent Holdings II.
2021-04-15	Stockholders approved 2021 Stock Incentive Plan.
2021-10-14	Compensation Committee approved grants of 484 Restricted Stock Units (RSUs) to directors and key employees.
2021-11-17	2021 Baltimore Lease took effect.
2022-03-01	Dr. Akers filed the Second Raymond Akers Action against the Company.
2022-06-27	Entered into Amended and Restated Limited License Agreement with MIRA Pharmaceuticals, Inc.
2022-07-29	Company filed its Answer in the Second Raymond Akers Action.
2022-12-01	2021 Baltimore Lease renewed.
2023-02-21	Entered into Securities Purchase Agreement (Series F Purchase Agreement) with Series F Investors.
2023-04-20	Amended Limited License Agreement with MIRA Pharmaceuticals, Inc.
2023-07-31	Stockholders approved plan to reincorporate from New Jersey to Delaware.
2024-02-01	Company's one-for-thirty reverse stock split.
2024-03-04	Reincorporation to Delaware effected.
2024-03-31	Effective date of Series F Warrant Amendment.
2024-04-05	Entered into Omnibus Waiver and Amendment (Omnibus Agreement) with Series F Required Holders.
2024-04-08	Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock effective. Dr. Mitchell Glass appointed to the board of directors.
2024-04-30	2021 Baltimore Lease terminated by lessor.
2024-05-01	2024 Baltimore Lease took effect.
2024-05-14	Entered into Series F Warrant Amendment.
2024-05-20	Entered into Series F-1 Purchase Agreement and Series G Purchase Agreement. Annual Meeting adjourned from this date.
2024-05-23	Closing of Series F-1 Private Placement and Series G Private Placement.
2024-06-17	Entered into Amendment Agreement (Series G Amendment) with Series G Required Holders. Filed Series G Certificate of Amendment.
2024-07-24	Company changed name from MyMD Pharmaceuticals, Inc. to TNF Pharmaceuticals, Inc. Common stock ceased trading under MYMD and began trading under TNFA. Nasdaq Stockholder Approval received.
2024-07-25	Filed Authorized Share Increase Amendment. Effective date of Series F-1 and Series G Warrant Amendments.
2024-08-08	Entered into Amendment Agreement (August Series G Amendment) with Series G Required Holders. Filed August Series G Certificate of Amendment.
2024-08-12	Registration statement on Form S-3 declared effective by SEC.
2024-08-16	Entered into Series F-1 Long Term Warrant Amendment, Series F-1 Short Term Warrant Amendment, Series G Long Term Warrant Amendment, and Series G Short Term Warrant Amendment.
2025-06-03	Reconvened 2025 annual meeting of stockholders, approved Share Increase Amendment.
2025-06-06	Filed Share Increase Amendment with Secretary of State of Delaware.
2025-08-19	Entered into Omnibus Amendment Agreement (August 2025 Amendment Agreement) with Series F and F-1 Required Holders.
2025-08-29	Effected a 1-for-100 reverse stock split.
2025-09-02	Entered into Membership Interest Purchase Agreement (MIPA) to acquire LPU Holdings LLC. Entered into Omnibus Amendment Agreement (September 2025 Omnibus Amendment) with Series F and F-1 Required Holders. Entered into Series H Purchase Agreement. LPU and LightSolver entered into License Agreement.
2025-09-03	Second Amended and Restated Series F Certificate of Designations, Amended and Restated Series F-1 Certificate of Designations, Series I Certificate of Designations, and Series H Certificate of Designations filed and effective.
2025-09-04	Acquisition of LPU Holdings LLC closed. Series H Private Placement closed.
2025-09-22	Company changed name from TNF Pharmaceuticals, Inc. to Q/C Technologies, Inc.
2025-09-25	Name change and ticker symbol change (TNFA to QCLS) effective.
2025-09-30	Entered into Omnibus Waiver and Amendment (September 2025 Amendment) with Series H Required Holders. End of quarterly period.
2025-10-01	Entered into consulting agreement with James Altucher and Z-List Media, Inc.
2025-10-03	Filed September 2025 Certificate of Amendment (Series H).
2025-11-14	MIPA Stockholder Approval and Series H Stockholder Approval obtained at a special meeting.
2025-11-16	Deadline for Series H Stockholder Approval.
2025-11-17	Common Stock outstanding reported as 4,166,760 shares.
2025-11-19	Filing date of the 10-Q.
2027-03-02	Extended maturity date for Series F and Series F-1 Convertible Preferred Stock.

Recommendation

hold

The company has undergone a radical strategic transformation, moving from pharmaceuticals to a high-potential, albeit nascent, laser-based computing sector for blockchain and AI. While the significant capital raise and improved liquidity are positive, alleviating immediate going concern risks, the new business is in its early stages with substantial development, validation, and regulatory hurdles ahead. The high level of dilution from preferred stock and warrants, coupled with ongoing losses, presents considerable risk. Investors should hold to observe the execution of the new strategy and the progress of LPU development and commercialization before making further commitments.

Keywords

Laser-based computing, Blockchain, Cryptocurrency, High-performance computing, Quantum computing, LPU, LightSolver, SEC filing, 10-Q, Financial results, Strategic shift, Preferred stock, Warrants, Anti-dilution, Intellectual property, Corporate governance, Risk management

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