Dilution profile // every instrument, one screen, from SEC filings

Q/C TECHNOLOGIES, INC. (QCLS)

CIK 1321834 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$127M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 1% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-82% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~14.5 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-05-142026-08-12

Latest: 8.2M shares as of Aug 12, 2026 (10-Q). Share count fell from 176.6M to 4.2M between Aug 18, 2025 and Nov 17, 2025, a pattern consistent with a reverse split (roughly 1-for-42); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Series H Long Term Warrants1.4M$5
Series H Warrants1.4M$5
First Tranche Warrant100,000$5
Second Tranche Warrant100,000$5
Third Tranche Warrant100,000$7.5
Fourth Tranche Warrant100,000$10
Series G Short Term Warrants49,288$181.6
Series G Long Term Warrants49,288$181.6
Series F One Short Term Warrants27,813$181.61.5y
Series F One Long Term Warrants27,813$181.65y
Series G Long Term Warrants Series F1 Private Placementnot tagged$181.6
Series G Warrantsnot tagged$18.32

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 12, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 61,333 underlying shares, as reported Apr 7, 2020 (10-Q).

Reported exercise price: $5.25 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 8.3M = 8.2M O/S + 61,333 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 12, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding8.2MAug 12, 2026
+ Series H Long Term Warrants (if exercised)1.4MSep 30, 2025
+ Series H Warrants (if exercised)1.4MSep 2, 2025
+ First Tranche Warrant (if exercised)100,000Oct 1, 2025
+ Second Tranche Warrant (if exercised)100,000Oct 1, 2025
+ Third Tranche Warrant (if exercised)100,000Oct 1, 2025
+ Fourth Tranche Warrant (if exercised)100,000Oct 1, 2025
+ Series G Short Term Warrants (if exercised)49,288Jun 30, 2026
+ Series G Long Term Warrants (if exercised)49,288Jun 30, 2026
+ Series F One Short Term Warrants (if exercised)27,813Jun 30, 2026
+ Series F One Long Term Warrants (if exercised)27,813Jun 30, 2026
Fully diluted estimate11.5M+41.0% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $127.0Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Feb 11, 2026$100.0M registeredfiling →
S-3Oct 3, 2025$27.0M registeredfiling →
S-3Jun 21, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 3 executed · 2 registered.

EFFECTIVEFeb 17, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDFeb 11, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDDec 9, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEDec 1, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVENov 28, 2025SEC declared a registration effective — selling can beginEFFECT
EXECUTEDOct 3, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDOct 3, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDSep 2, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDOct 7, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEAug 12, 2024Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEAug 12, 2024SEC declared a registration effective — selling can beginEFFECT
REGISTEREDAug 8, 2024S-3/A registration — capacity to sell shares, not a sale yetS-3/A

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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