NASDAQ: QCLS

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.

Background and Corporate History

The
Company was organized under the laws of the State of Florida in November 2014.

On
April 16, 2021, pursuant to an Agreement and Plan of Merger and Reorganization, dated November 11, 2020 (as subsequently amended, the
“Merger Agreement”), by and among the Company, previously known as Akers Biosciences, Inc., XYZ Merger Sub, Inc., a wholly-owned
subsidiary of the Company (“Merger Sub”), and MyMD Pharmaceuticals (Florida), Inc., a Florida corporation previously known
as MyMD Pharmaceuticals, Inc. (“MyMD Florida”), Merger Sub was merged with and into MyMD Florida, with MyMD Florida continuing
after the merger as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”).

The
Company previously owned, through its former subsidiary Cystron Biotech, LLC (“Cystron”), an exclusive license from Premas
Biotech PVT Ltd. (“Premas”) with respect to Premas’ vaccine platform for the development of a vaccine against COVID-19
and other coronavirus infections. On April 16, 2021, pursuant to a Contribution and Assignment Agreement, dated March 18, 2021 (the “Contribution
Agreement”) by and among the Company, Cystron, Oravax Medical, Inc. (“Oravax”) and, for the limited purpose set forth
therein, Premas, the Company caused Cystron to contribute substantially all of the assets associated with its business of developing
and manufacturing Cystron’s COVID-19 vaccine candidate to Oravax (the “Contribution Transaction”). The Company’s
interest in Oravax consists of 13% of Oravax’s outstanding shares of capital stock and the rights to a 2.5% royalty on all future
net sales. The Company has evaluated several options with respect to its interest in Oravax, including a potential distribution of Oravax
shares to the Company’s stockholders.

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Reincorporation and Name Change

At
the Company’s annual meeting of stockholders held on July 31, 2023, the stockholders approved a plan to merge the Company with
and into a newly formed wholly owned subsidiary, MyMD Pharmaceuticals, Inc., a Delaware corporation (“MyMD Delaware”), with
MyMD Delaware being the surviving corporation, for the purpose of changing the Company’s state of incorporation from New Jersey
to Delaware (the “Reincorporation”). The Reincorporation was effected as of March 4, 2024. In connection with the Reincorporation
to Delaware, the par value of the Company’s Common Stock and preferred stock was changed to $0.001 per share.

On
July 22, 2024, the Company changed its name from MyMD Pharmaceuticals, Inc. to TNF Pharmaceuticals, Inc. by filing a certificate of amendment
to its certificate of incorporation with the Secretary of State of Delaware. In addition, effective before the open of market trading
on July 24, 2024, the Company’s common stock, par value $0.001 per share (“Common Stock”) ceased trading under the
ticker symbol “MYMD” and began trading on the Nasdaq Stock Market under the ticker symbol “TNFA.”

On September
22, 2025, the Company filed a certificate of amendment to its certificate of incorporation to change the name of the Company from “TNF
Pharmaceuticals, Inc.” to “Q/C Technologies, Inc.” effective as of September 22, 2025. In addition, effective before
the open of market trading on September 25, 2025, the Company’s Common Stock ceased trading under the ticker symbol “TNFA”
and began trading on the Nasdaq Stock Market under the ticker symbol “QCLS”.

Membership Interest Purchase Agreement

On September 2, 2025, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”)
with LPU Holdings LLC (“LPU”) and the members of LPU (the “Sellers”), pursuant to which the Company acquired
100% of the membership interests of LPU (the “Membership Interests”). As a result of this transaction, LPU became a wholly
owned subsidiary of the Company and constitutes a reportable segment. The acquisition of LPU was a foundational step in advancing the
Company’s laser-based computing business.

Laser-Based Computing Business

The Company’s laser-based computing business
represents the Company’s primary strategic focus and is centered on the development, deployment, and commercialization of LPU-based
computing systems. These systems are designed to utilize photonic processing techniques to address computationally intensive problems
more efficiently than traditional electronic systems.

The Company’s relationship with LightSolver
provides access to licensed technology that emphasizes the development of LPUs, including the qc-LPU100. The Company is engaged in adapting,
developing and integrating this technology into commercially viable systems targeted at blockchain infrastructure, AI workloads, and high-performance
computing applications.

The qc-LPU100 is intended to solve optimization problems
and physical simulations that are computationally expensive for classical architectures. The Company believes that its approach may offer
advantages in processing speed, energy consumption and scalability. In particular, the Company is targeting use cases involving decentralized
compute networks, including DePin Token ecosystems, where efficient computation is critical to network performance and economic viability.

The Company is currently focused on prototype development,
internal validation, and early-stage benchmarking of the qc-LPU100. These efforts include testing performance characteristics, evaluating
integration with existing computing environments, and refining system design for scalability and manufacturability.

The Company has not yet generated significant revenue
from its laser-based computing business and expects that commercialization will depend on successful prototype validation, customer adoption,
and the Company’s ability to secure additional capital.

Business
Strategy

Since
September 2025, the Company has undertaken a series of initiatives to implement its strategic transition toward its laser-based computing
business. In 2025 and 2026, these actions included completing a private placement financing, rebranding its corporate identity, appointing
a senior quantum advisor, and initiating development of the qc-LPU100.

The
Company’s near-term strategy focuses on completing prototype development, conducting performance benchmarking for targeted applications
such as DePin Tokens and AI workloads, and expanding its intellectual property position, including through the LightSolver licensing
arrangement. The Company also intends to engage with potential partners and early adopters to conduct pilot testing and proof-of-concept
deployments.

Over
the intermediate term, the Company anticipates pursuing beta deployments, obtaining necessary hardware certifications, and initiating
initial commercial sales or leasing arrangements. The Company may also seek additional financing through equity or debt offerings to
support these activities.

The
Company’s longer-term strategy includes scaling deployment of LPU systems, expanding into additional markets, and establishing
recurring revenue streams through hardware, software, and services offerings. There can be no assurance that the Company will successfully
execute its strategy or achieve its anticipated milestones.

Revenue
Strategy

The Company intends to generate revenue from its laser-based computing business through a combination of hardware sales, leasing
arrangements and service-based offerings. The Company expects to offer qc-LPU100 systems directly to customers, as well as provide
access to LPU-based computing capacity through subscription or usage-based models.

In
addition, the Company may pursue licensing or royalty arrangements associated with the integration of its technology into blockchain
infrastructure or other computing platforms. The Company believes that the potential energy efficiency and performance benefits of
LPUs may create economic incentives for adoption among customers operating in energy-intensive computing environments.

The
timing and magnitude of revenue generation will depend on a number of factors, including successful product development, customer acceptance,
competitive dynamics, and the availability of capital to support commercialization efforts. While the Company continues to evaluate potential revenue opportunities, the Company does not currently anticipate
generating revenues in the near term.

Pharmaceutical
Business

The
Company’s legacy pharmaceutical business remains a reportable segment and consists of the Company’s therapeutic development
programs, which includes Isomyosamine and Supera-CBD:

● Isomyosamine
is a clinical stage small molecule that regulates the immunometabolic system to treat autoimmune
disease, including (but not limited to) sarcopenia, frailty, adverse effects of drugs used
to treat diabetes and obesity, rheumatoid arthritis, and inflammatory bowel disease. The
first indication for which Isomyosamine is being developed is to treat age-related frailty
and sarcopenia. Isomyosamine works by regulating the release of numerous pro-inflammatory
cytokines, such as TNF-α, interleukin 6 (“IL-6”) and interleukin 17 (“IL-17”).

●
Supera-CBD is a synthetic analog of CBD being developed to
treat various conditions, including, but not limited to, epilepsy, pain and anxiety/depression, through its effects on the CB2 receptor,
opioid receptors and monoamine oxidase enzyme (“MAO”) type B.

The
Company’s legacy pharmaceutical business has included activities such as preclinical testing, clinical trial planning and execution,
regulatory submissions and intellectual property development. The Company continues to maintain its intellectual property portfolio and
certain operational capabilities associated with these programs.

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The
Company is currently evaluating strategic alternatives for its legacy pharmaceutical business, which may include divestitures, licensing
transactions, partnerships or other arrangements. These efforts are intended to optimize the value of these assets while allowing the
Company to focus resources on its laser-based computing business.

The
Company’s legacy pharmaceutical business is subject to substantial risks, including the inherent uncertainty of clinical development,
the potential for adverse regulatory outcomes, and the need for significant capital investment to advance therapeutic candidates. The
future direction of this segment will depend on the outcome of the Company’s strategic review and its ability to execute transactions
or partnerships.

Market
Opportunity

The
Company’s laser-based computing business targets opportunities across several large and evolving markets, including blockchain
infrastructure, artificial intelligence computing and photonic and optical computing technologies.

The
blockchain and cryptocurrency infrastructure market continues to expand as decentralized applications, tokenized assets, and distributed
networks gain broader adoption. However, this market faces challenges related to energy consumption, scalability, and computational efficiency.
The Company believes that LPUs may provide a differentiated solution by enabling more efficient computation within these environments.

The
emergence of DePin Token ecosystems represents a growing segment focused on decentralizing physical infrastructure, including computing
resources. These networks require scalable and energy-efficient computer solutions to support distributed workloads, and the Company
believes its technology may be well-suited to these applications.

In
parallel, demand for AI and high-performance computing continues to increase, driven by machine learning, data analytics, and optimization
workloads. Traditional computing architectures face limitations in power consumption and scalability, creating opportunities for alternative
approaches such as photonic computing.

Advances
in photonic integrated circuits and silicon photonics are further driving interest in optical computing technologies, which aim to overcome
the physical limitations of electronic systems. The Company’s LPU-based approach is aligned with these trends.

The
Company’s ability to capitalize on these market opportunities will depend on successful technology development, competitive positioning
and market acceptance.

Competition

The
Company faces significant competition across both of its reportable segments.

In
the Company’s laser-based computing business, the Company competes with established semiconductor companies that produce CPUs,
GPUs, and specialized AI hardware, as well as with emerging companies developing photonic, optical, and quantum computing technologies.
In addition, companies providing blockchain infrastructure and decentralized computing solutions represent competitive alternatives.
These competitors often have substantial financial resources, established customer relationships, advanced manufacturing capabilities,
and significant research and development budgets. Competitive factors include performance, energy efficiency, cost, scalability, reliability,
and the ability to integrate with existing systems.

The
biotechnology and biopharmaceutical industries are characterized by rapid evolution of technologies, fierce competition and vigorous
defense of intellectual property. The Company competes with biotechnology and pharmaceutical companies developing therapies targeting inflammatory
pathways, including TNF-α inhibitors, as well as companies developing cannabinoid-based therapeutics. Many of these competitors
have greater experience in clinical development, regulatory approval and commercialization.

The Company’s
competitive position will depend on its ability to successfully develop its technologies, protect its intellectual property and execute
its business strategy.

Intellectual
Property

The
Company’s intellectual property portfolio includes licensed technology from LightSolver as well as internally developed patents,
trade secrets, and proprietary know-how.

With respect to the
Company’s legacy pharmaceutical business, its patent portfolio includes protection for Isomyosamine and Supera-CBD. Currently,
there are multiple patent families relating to (i) age reversal and treatments of age-related disorders including sarcopenia; (ii)
reduction of TNF-α levels and treatments of autoimmune disorders; (iii) addiction treatments; and (iv) methods of increasing
hair growth. As of December 31, 2025, the Company has 18 issued U.S. patents, one pending U.S. patent
application, 69 issued foreign patents, and 5 foreign patent applications pending in such jurisdictions as Canada, China, Israel,
and Japan which, if issued, are expected to expire between 2036 and 2041.

The
Company’s ability to protect and enforce its intellectual property rights is important to its competitive position. However, there
can be no assurance that these protections will be adequate.

Government
Regulation

The
Company operates in industries that are subject to extensive and evolving regulatory requirements.

The
Company faces multi-layered hurdles at the intersection of crypto, hardware and emerging quantum technology. The Company’s
hardware may also be subject to export controls under the International Traffic in Arms Regulations (ITAR) and Export Administration
Regulations (EAR), as well as Federal Communications Commission (“FCC”) and Underwriters Laboratories (“UL”)
certifications for energy-efficient devices. Additional regulatory risks include evolving SEC and Commodity Futures Trading
Commission (CFTC) guidance on DePin Tokens and cryptocurrency energy usage, and compliance with the European Union’s Markets
in Crypto-Assets Regulation (MiCA). Post-quantum cryptography standards, cybersecurity risks, and potential intellectual property
enforcement challenges under the LightSolver license agreement may also impact operations.

The Company’s pharmaceutical product candidates are subject to extensive
regulation by the U.S. Food and Drug Administration (“FDA”) and other regulatory authorities in the United States and abroad.
Before a new drug can be marketed, the Company must complete pre-clinical studies, file an investigational new drug application (“IND”),
conduct adequate and well-controlled clinical trials, and submit a new drug application (“NDA”) for FDA approval. The Company
is also subject to healthcare laws and regulations, including the Anti-Kickback Statute, the False Claims Act, the Health Insurance Portability
and Accountability Act of 1996 (“HIPAA”), the Physician Payments Sunshine Act, and various state and foreign fraud and abuse
laws. The biotechnology and biopharmaceutical industries are characterized by rapid evolution of technologies, fierce competition, and
vigorous defense of intellectual property. These regulations govern the pre-clinical, clinical, and post-marketing requirements applicable
to pharmaceutical product development, including IND submissions and related regulatory filings and compliance obligations.

There
can be no assurance that the Company will be able to comply with all applicable regulatory requirements or that regulatory developments
will not adversely affect its business.

Employees

As
of December 31, 2025, the Company had two full-time employees and no part-time employees. The Company has not experienced any work stoppages.
None of the Company’s employees are represented by a labor union or covered by collective bargaining agreements, and the Company
considers its relationship with its employees to be good.

Available
information

Our
website address is www.qctechnologies.com. We do not intend our website address to be an active link or to otherwise incorporate by
reference the contents of the website into this Annual Report on Form 10-K. The SEC maintains an Internet website (www.sec.gov)
that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

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