Quantum Computing Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

QCGI filed an 8-K detailing a material agreement, equity sales, and shareholder votes. Expect news soon.

AI Summary

Quantum Computing Inc. announced on December 10, 2024, that it entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and submitted matters to a vote of security holders. The filing also includes Regulation FD disclosures and other events, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Quantum Computing Inc., including a material definitive agreement and equity sales, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Quantum Computing Inc. (company) — Registrant
• December 10, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock (par value $0.0001 per share) QUBT The Nasdaq Stock Ma
• $5.00 — "Common Stock"), at a purchase price of $5.00 per share. The shares of Common Stock
• $7.7 million — expected to result in gross proceeds of $7.7 million and the Private Placement is expected t
• $42.3 m — expected to result in gross proceeds of $42.3 million, in each case before deducting pl
• $5.75 — cise price per share of Common Stock of $5.75 (the "Placement Agent Warrants"). In ad
• $100,000 — reimburse the Placement Agent for up to $100,000 of its fees and expenses in connection

Filing Documents

• ea0224535-8k_quantum.htm (8-K) — 72KB
• ea022453501ex4-1_quantum.htm (EX-4.1) — 94KB
• ea022453501ex5-1_quantum.htm (EX-5.1) — 8KB
• ea022453501ex10-1_quantum.htm (EX-10.1) — 186KB
• ea022453501ex10-2_quantum.htm (EX-10.2) — 201KB
• ea022453501ex10-3_quantum.htm (EX-10.3) — 179KB
• ea022453501ex10-4_quantum.htm (EX-10.4) — 22KB
• ea022453501ex99-1_quantum.htm (EX-99.1) — 10KB
• ex5-1_001.jpg (GRAPHIC) — 28KB
• 0001213900-24-108086.txt ( ) — 1177KB
• qubt-20241210.xsd (EX-101.SCH) — 3KB
• qubt-20241210_lab.xml (EX-101.LAB) — 33KB
• qubt-20241210_pre.xml (EX-101.PRE) — 22KB
• ea0224535-8k_quantum_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreements On December 10, 2024, Quantum Computing Inc. (the "Company") entered into securities purchase agreements (the "Registered Offering Purchase Agreements") pursuant to which the Company agreed to issue to the Purchasers (as defined therein), in a registered direct offering (the "Registered Offering"), an aggregate of 1,540,000 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), at a purchase price of $5.00 per share. The shares of Common Stock to be issued in the Registered Offering will be issued pursuant to a prospectus supplement, which was filed with the Securities and Exchange Commission on December 12, 2024, in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333-268064), which was declared effective by the Securities and Exchange Commission on November 8, 2022. Also on December 10, 2024, the Company entered into securities purchase agreements (the "Placement Purchase Agreements" and together with the Registered Offering Purchase Agreements, the "Purchase Agreements"), pursuant to which the Company agreed to issue to the Purchasers, in a concurrent private placement (the "Private Placement" and together with the Registered Offering, the "Offerings"), an aggregate of 8,460,000 shares (the "Placement Shares") of Common Stock at a purchase price of $5.00 per share. The issuance of the Placement Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The Placement Shares will be issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder for transactions not involving a public offering. The Company is required to file a registration statement providing for the resale of the Placement Shares by December 27, 2024. The Registered Offering

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information under Item 1.01 of this Current Report on Form 8-K related to the Placement Shares, the Placement Agent Warrants, and the Placement Agent Warrant Shares is incorporated herein by reference.

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On December 10, 2024, the Company held its 2024 annual meeting of stockholders (the "Annual Meeting"). 95,142,920 shares of Common Stock, constituting all of the outstanding capital stock of the Company entitled to vote at the Annual Meeting, were issued and outstanding on October 18, 2024, the record date for the Annual Meeting. 61.96% of the shares of Common Stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy at the Annual Meeting, thereby constituting a quorum. 2 The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions, as to such matters, where applicable, are set forth in the table below. With respect to the election of Dr. Yuping Huang, Dr. Carl Weimer, Dr. Javad Shabani, Mr. Robert Fagenson, and Mr. Michael Turmelle as directors of the Company to each serve until the next annual meeting of the Company's stockholders and until each of their successors is elected and qualified, each nominee received the number of votes set forth opposite his name. Number of Votes Total Votes For Percent of Votes Cast Votes Against Abstention/ Withheld Broker Non-Votes Election of Dr. Yuping Huang 38,409,759 96.775 % -- 1,280,197 19,265,111 Election of Dr. Carl Weimer 39,238,116 98.862 % -- 451,840 19,265,111 Election of Dr. Javad Shabani 38,413,808 96.785 % -- 1,276,148 19,265,111 Election of Mr. Robert Fagenson 37,237,183 93.820 % -- 2,452,772 19,265,112 Election of Mr. Michael Turmelle 36,773,149 92.651 % -- 2,916,806 19,265,112 Non-binding advisory vote to approve compensation of the Company's named executive officers as disclosed in the proxy statement with respect to the Annual Meeting 37,877,708 95.434 % 473,690 1,338,555 19,265,114 Ratification of the selection of BPM LLP as the Company's independent registered public ac

executive compensation as disclosed in the proxy statement with respect to the Annual Meeting

executive compensation as disclosed in the proxy statement with respect to the Annual Meeting. Item7.01. Regulation FD Disclosure. On December 10, 2024, the Company issued a press release announcing the Offerings, a copy of which is furnished herewith as Exhibit 99.1. The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is "furnished" and shall not be deemed "filed" with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act. Item8.01. Other Events. Following the Annual Meeting, the Board held a meeting at which, among other things, the Board elected Dr. Huang Chairman of the Board and Mr. Robert Fagenson Vice-Chairman of the Board, and appointed new members to each of the committees of the Board, such that the directors constituting such committees as of December 10, 2024, are as follows: Audit Committee: Mr. Turmelle (Chairman), Mr. Fagenson, and Dr. Weimer Compensation Committee: Mr. Fagenson (Chairman), Mr. Turmelle, and Dr. Shabani Nominating and Corporate Governance Committee: Dr. Weimer (Chairman), Mr. Fagenson, and Dr. Shabani Risk Committee: Dr. Shabani (Chairman), Mr. Fagenson, and Dr. Weimer 3 Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 4.1 Form of Placement Agent Warrant 5.1 Opinion of Lucosky Brookman LLP 10.1* Form of Registered Offering Purchase Agreement, dated as of December 10, 2024, between Quantum Computing Inc. and each Purchaser (as defined therein) 10.2* Form of Placement Purchase Agreement, dated as of December 10, 2024, between Quantum Computing Inc. and each Purchaser (as defined therein) 10.3 Placement Agency Agreement, dated December 10, 2024, between Quantum Computing Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC 10.4 Form of Lock-Up Agreement dated Decembe

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. QUANTUM COMPUTING INC. Date: December 12, 2024 By: /s/ Christopher Boehmler Christopher Boehmler Chief Financial Officer 5

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View this 8-K filing on SEC EDGAR