QCLS Cash Surges on New Capital, Net Loss Narrows to $5.7M

TL;DR

**QCLS is burning cash on R&D and new tech, but fresh capital infusions are keeping the lights on – a speculative bet on future innovation.**

AI Summary

Q/C Technologies, Inc. (QCLS) reported a net loss of $5,732,326 for the nine months ended September 30, 2025, a significant improvement from the $21,295,080 net loss in the same period of 2024. The company's cash position dramatically increased to $6,904,185 as of September 30, 2025, up from $173,154 at December 31, 2024, primarily driven by $9,351,879 in financing activities, including the issuance of Series H Convertible Preferred Stock and warrant exercises. Total assets grew to $37,231,786 from $21,421,084, largely due to a new technology license valued at $14,086,999 and an increase in cash. However, total liabilities also rose to $15,913,502 from $6,701,340, mainly due to a new contingent consideration payable of $9,380,000 and an increase in derivative liabilities to $2,896,000. Research and Development expenses increased to $2,775,337 for the nine months ended September 30, 2025, from $2,307,789 in the prior year, indicating continued investment in innovation. The company also saw substantial changes in its preferred stock structure, with the issuance of Series H and Series I Convertible Preferred Stock. Despite the improved net loss, QCLS continues to operate without product revenue, relying on financing to fund operations.

Why It Matters

QCLS's significant increase in cash and narrowing net loss, despite zero product revenue, signals a company heavily reliant on external financing and strategic asset acquisitions. For investors, this indicates a high-risk, high-reward profile, where future value hinges on the successful monetization of its newly acquired technology license and ongoing R&D. Employees might see increased job security due to the bolstered cash reserves, but long-term stability depends on commercial breakthroughs. Customers are not directly impacted yet, as there's no product revenue. The broader market will watch QCLS as a case study in early-stage technology development, particularly how it navigates a competitive landscape without immediate revenue streams.

Risk Assessment

Risk Level: high — The company reported a net loss of $5,732,326 for the nine months ended September 30, 2025, and has no product revenue, indicating a lack of sustainable operations. Furthermore, total liabilities increased to $15,913,502 from $6,701,340, including a new contingent consideration payable of $9,380,000, which could strain future liquidity.

Analyst Insight

Investors should approach QCLS with extreme caution, recognizing it as a highly speculative investment. Monitor future filings for any signs of product revenue generation or successful commercialization of its technology license. Given the reliance on financing, pay close attention to dilution from future preferred stock issuances or warrant exercises.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$37,231,786

total Debt

N/A

net Income

-$5,732,326

eps

N/A

gross Margin

N/A

cash Position

$6,904,185

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $6.90M — Cash (Increased from $0.17M at Dec 31, 2024, a 3899% increase, primarily from financing activities.)
• $5.73M — Net Loss (Reduced from $21.30M in the prior year period, a 73% improvement.)
• $37.23M — Total Assets (Increased from $21.42M at Dec 31, 2024, driven by a new technology license.)
• $15.91M — Total Liabilities (Increased from $6.70M at Dec 31, 2024, due to contingent consideration and derivative liabilities.)
• $14.09M — Technology License (New non-current asset acquired during the nine months ended September 30, 2025.)
• $9.35M — Net Cash Provided by Financing Activities (Primary source of cash increase for the nine months ended September 30, 2025.)
• $2.78M — Research and Development Expenses (Increased from $2.31M in the prior year, indicating continued investment.)
• 0 — Product Revenue (No product revenue reported for the three or nine months ended September 30, 2025 or 2024.)

Key Players & Entities

• Q/C TECHNOLOGIES, INC. (company) — registrant
• TNF PHARMACEUTICALS, INC. (company) — former name of registrant
• MyMD Pharmaceuticals, Inc. (company) — former name of registrant
• Nasdaq Stock Market LLC (regulator) — exchange where common stock is traded
• Oravax Medical (company) — investment target
• $6,904,185 (dollar_amount) — cash at September 30, 2025
• $173,154 (dollar_amount) — cash at December 31, 2024
• $14,086,999 (dollar_amount) — value of technology license acquired
• $9,380,000 (dollar_amount) — contingent consideration payable
• $2,775,337 (dollar_amount) — Research and Development Expenses for nine months ended September 30, 2025

FAQ

Risk Factors

• Dependence on Financing [high — financial]: The company continues to operate without product revenue, relying heavily on financing activities to fund its operations. Net cash provided by financing activities was $9,351,879 for the nine months ended September 30, 2025, highlighting this dependence. A disruption in financing could severely impact the company's ability to continue operations.
• Increasing Liabilities [medium — financial]: Total liabilities increased significantly from $6,701,340 at December 31, 2024, to $15,913,502 as of September 30, 2025. This rise is primarily due to a new contingent consideration payable of $9,380,000 and an increase in derivative liabilities to $2,896,000. These obligations represent future cash outflows and potential financial strain.
• Significant R&D Investment [medium — operational]: Research and Development expenses increased to $2,775,337 for the nine months ended September 30, 2025, from $2,307,789 in the prior year. While this indicates investment in innovation, it also represents a substantial ongoing cost without corresponding revenue generation.
• Valuation of Intangible Assets [medium — financial]: A new technology license valued at $14,086,999 was added to total assets. The valuation and future realization of value from this intangible asset are critical. Any impairment of this asset could significantly impact the company's balance sheet.
• Complex Capital Structure [medium — financial]: The company has issued Series H and Series I Convertible Preferred Stock, alongside warrant exercises. This complex capital structure can lead to significant dilution for common stockholders and introduces complexities in financial reporting and valuation.

Industry Context

Q/C Technologies operates in a sector that often requires substantial upfront investment in research and development to bring innovative products to market. Companies in this space frequently rely on external financing, including venture capital and equity issuances, to fund operations until revenue streams are established. The competitive landscape is characterized by rapid technological advancements and the need for continuous innovation.

Regulatory Implications

As a company with no product revenue and significant reliance on financing, QCLS is subject to stringent disclosure requirements under SEC regulations. Changes in its capital structure, particularly the issuance of preferred stock and warrants, require careful accounting and reporting to ensure compliance and transparency for investors regarding potential dilution and financial obligations.

What Investors Should Do

1. Monitor path to revenue generation
2. Analyze future dilution
3. Evaluate R&D effectiveness
4. Assess liability management

Key Dates

• 2025-09-30: Nine months ended September 30, 2025 — Reported a net loss of $5,732,326 and a significant increase in cash to $6,904,185, primarily due to financing activities.
• 2024-09-30: Nine months ended September 30, 2024 — Reported a net loss of $21,295,080, indicating a substantial improvement in net loss for the comparable period in 2025.
• 2024-12-31: As of December 31, 2024 — Company had a cash position of $173,154 and total liabilities of $6,701,340, providing a baseline for the significant changes observed by September 30, 2025.

Glossary

Contingent Consideration Payable

An amount of consideration that is contingent upon the occurrence of a future event. It is often related to acquisitions or licensing agreements. (A significant new liability of $9,380,000 was recognized, impacting the company's total liabilities.)

Derivative Liabilities

Financial instruments whose value is derived from an underlying asset, index, or rate. They can create obligations for the holder. (Increased to $2,896,000, contributing to the rise in total liabilities.)

Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of common shares of the issuing company. (The company issued Series H and Series I Convertible Preferred Stock, impacting its capital structure and potential future dilution.)

Warrants

Financial instruments that give the holder the right, but not the obligation, to purchase a company's stock at a predetermined price within a specified timeframe. (Warrant exercises contributed to the increase in cash through financing activities.)

Year-Over-Year Comparison

Compared to the nine months ended September 30, 2024, Q/C Technologies, Inc. has shown a significant improvement in its net loss, reducing it by 73% from $21,295,080 to $5,732,326. This was achieved alongside a dramatic increase in cash from $173,154 to $6,904,185, driven by substantial financing activities. Total assets have also grown considerably, largely due to a new technology license, while total liabilities have more than doubled, primarily from new contingent consideration and derivative liabilities.

Key Financial Figures

• $0.001 — ed: Shares of Common Stock, par value $0.001 per share QCLS The Nasdaq Stock Mar

Filing Documents

• form10-q.htm (10-Q) — 2330KB
• ex31-1.htm (EX-31.1) — 19KB
• ex31-2.htm (EX-31.2) — 12KB
• ex32-1.htm (EX-32.1) — 8KB
• ex32-2.htm (EX-32.2) — 7KB
• 0001493152-25-024320.txt ( ) — 9912KB
• tnfa-20250930.xsd (EX-101.SCH) — 69KB
• tnfa-20250930_cal.xml (EX-101.CAL) — 54KB
• tnfa-20250930_def.xml (EX-101.DEF) — 305KB
• tnfa-20250930_lab.xml (EX-101.LAB) — 548KB
• tnfa-20250930_pre.xml (EX-101.PRE) — 410KB
• form10-q_htm.xml (XML) — 1684KB

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements 3 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 29 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 51 Item 4.

Controls and Procedures

Controls and Procedures 51

– OTHER INFORMATION

PART II – OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 52 Item 1A.

Risk Factors

Risk Factors 52 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 54 Item 3. Defaults Upon Senior Securities 54 Item 4. Mine Safety Disclosures 54 Item 5. Other Information 54 Item 6. Exhibits 54

Signatures

Signatures 55 2 PART I - Financial Information I tem 1. Financial Statements. Q/C TECHNOLOGIES, INC. (formerly known as TNF PHARMACEUTICALS, INC.) AND SUBSIDIARIES Condensed Consolidated Balance Sheets September 30, 2025 and December 31, 2024 (unaudited) September 30, 2025 December 31, 2024 As of September 30, 2025 December 31, 2024 ASSETS Current Assets Cash $ 6,904,185 $ 173,154 Marketable Securities 3,091,772 8,345,082 Prepaid expenses 1,150,291 893,730 Total Current Assets 11,146,248 9,411,966 Non-Current Assets Lease Right-of-Use - 10,579 Technology License 14,086,999 - Goodwill 10,498,539 10,498,539 Investment in Oravax Medical 1,500,000 1,500,000 Total Non-Current Assets 26,085,538 12,009,118 Total Assets $ 37,231,786 $ 21,421,084 LIABILITIES Current Liabilities Trade and Other Payables $ 3,180,662 $ 2,902,104 Due to MyMD FL Shareholders 29,982 29,982 Lease Liability - 10,579 Dividends Payable 89,728 2,455,675 License Fees Payable 337,130 Derivative Liability 2,896,000 1,303,000 Total Current Liabilities 6,533,502 6,701,340 Non-Current Liabilities Contingent Consideration Payable, net of current 9,380,000 - Total Non-Current Liabilities 9,380,000 - Total Liabilities 15,913,502 6,701,340 Commitments and Contingencies - - Mezzanine Equity Series F Convertible Preferred Stock, par value $ 0.001 and a stated value of $ 1,100 per share, 15,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively, 0 and 4,211 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. - 4,930,004 Series F Convertible Preferred Stock – Discount - - Series F Convertible Preferred Stock – Derivative - - Convertible Preferred Stock – Derivative - - Series F-1 Convertible Preferred Stock, par value $ 0.001 and a stated value of $ 1,000 per share, 5,050 shares authorized as of Sep

View Full Filing

View this 10-Q filing on SEC EDGAR