Quantum Computing Inc. Files 8-K with Material Agreement

TL;DR

QCGI filed an 8-K on Jan 7, 2025, reporting a material agreement and equity sales. Details inside.

AI Summary

Quantum Computing Inc. announced on January 7, 2025, that it entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits related to these events.

Why It Matters

This 8-K filing indicates significant corporate activity for Quantum Computing Inc., potentially involving new agreements, equity transactions, and regulatory disclosures that could impact investors.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can carry inherent risks and require careful investor due diligence.

Key Players & Entities

• Quantum Computing Inc. (company) — Registrant
• January 7, 2025 (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
• $12.25 — "Common Stock"), at a purchase price of $12.25 per share. The issuance of the Placeme
• $100 million — sult in gross proceeds of approximately $100 million before deducting placement agent commis
• $14.0875 — cise price per share of Common Stock of $14.0875 (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

• ea0227193-8k_quantum.htm (8-K) — 37KB
• ea022719301ex4-1_quantum.htm (EX-4.1) — 95KB
• ea022719301ex10-1_quantum.htm (EX-10.1) — 204KB
• ea022719301ex10-2_quantum.htm (EX-10.2) — 62KB
• ea022719301ex10-3_quantum.htm (EX-10.3) — 21KB
• ea022719301ex99-1_quantum.htm (EX-99.1) — 8KB
• 0001213900-25-002134.txt ( ) — 705KB
• qubt-20250107.xsd (EX-101.SCH) — 3KB
• qubt-20250107_lab.xml (EX-101.LAB) — 33KB
• qubt-20250107_pre.xml (EX-101.PRE) — 22KB
• ea0227193-8k_quantum_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreements On January 7, 2025, Quantum Computing Inc. (the "Company") entered into securities purchase agreements (the "Purchase Agreements") pursuant to which the Company agreed to issue to the Purchasers (as defined therein), in a private placement (the "Placement"), an aggregate of 8,163,266 shares (the "Placement Shares") of the Company's common stock, par value $0.0001 per share ("Common Stock"), at a purchase price of $12.25 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 January 24, 2025. The Placement is expected to result in gross proceeds of approximately $100 million before deducting placement agent commissions and other offering expenses. The closing of the Placement is expected to occur on or about January 9, 2025, subject to the satisfaction of customary closing conditions. Pursuant to the Purchase Agreements, the Company has agreed not to issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents, or file any registration statement or any amendment or supplement thereto, for a period of 75 days after the closing date of the Placement, subject to certain customary exceptions, without the consent of the Purchasers and the Placement Agent. Placement Agency Agreement The Company also entered into a Placement Agency Agreement (the "Placement Agency Agreement") with Titan Partners Group LLC, a division of American Capital Partners, LLC (

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. Item7.01. Regulation FD Disclosure. On January 7, 2025, the Company issued a press release announcing the Placement, 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. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 4.1 Form of Placement Agent Warrant 10.1* Form of Purchase Agreement, dated as of January 7, 2025, between Quantum Computing Inc. and each Purchaser (as defined therein) 10.2 Placement Agency Agreement, dated January 7, 2025, between Quantum Computing Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC 10.3 Form of Lock-Up Agreement dated January 7, 2025 99.1 Press Release dated January 7, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request; however, the Company may request confidential treatment of omitted items. 3

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: January 8, 2025 By: /s/ Christopher Boehmler Christopher Boehmler Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR