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

TL;DR

QCGI filed an 8-K for a material agreement and equity sales. Keep an eye on this.

AI Summary

Quantum Computing Inc. announced on September 21, 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.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's 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 Numbers

• 001-40615 — SEC File Number (Identifies the company's filing with the SEC.)
• 82-4533053 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Quantum Computing Inc. (company) — Registrant
• September 21, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Hoboken, NJ (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock (par value $0.0001 per share) QUBT The Nasdaq Stock Ma
• $500 million — lted in gross proceeds of approximately $500 million before deducting placement agent commis
• $100,000 — reimburse the Placement Agent for up to $100,000 of its fees and expenses in connection

Filing Documents

• ea0258687-8k_quantum.htm (8-K) — 35KB
• ea025868701ex10-1_quantum.htm (EX-10.1) — 306KB
• ea025868701ex10-2_quantum.htm (EX-10.2) — 72KB
• ea025868701ex10-3_quantum.htm (EX-10.3) — 22KB
• ea025868701ex99-1_quantum.htm (EX-99.1) — 10KB
• ea025868701ex99-2_quantum.htm (EX-99.2) — 8KB
• 0001213900-25-091229.txt ( ) — 729KB
• qubt-20250921.xsd (EX-101.SCH) — 3KB
• qubt-20250921_lab.xml (EX-101.LAB) — 33KB
• qubt-20250921_pre.xml (EX-101.PRE) — 22KB
• ea0258687-8k_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 September 21, 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 26,867,276 shares (the "Placement Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"). The closing of the Placement occurred on September 24, 2025. The Placement resulted in gross proceeds of approximately $500 million before deducting placement agent commissions and other offering expenses. The issuance of the Placement Shares was not registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The Placement Shares were 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 October 9, 2025. Pursuant to the Purchase Agreements and the Placement Agency Agreement (as defined below), 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 Placement Agent and the Purchasers. 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 (the "Placement Agent"), dated September 21, 2025, pursuant to which the Placemen

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 is incorporated herein by reference. Item7.01. Regulation FD Disclosure. On September 21, 2025, the Company issued a press release announcing the Placement, a copy of which is furnished herewith as Exhibit 99.1. On September 24, 2025, the Company issued a press release announcing the closing of the Placement, a copy of which is furnished herewith as Exhibit 99.2. The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 10.1* Form of Purchase Agreement, dated as of September 21, 2025, between Quantum Computing Inc. and each Purchaser (as defined therein) 10.2 Placement Agency Agreement, dated September 21, 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 September 21, 2025 99.1 Press Release dated September 21, 2025 99.2 Press Release dated September 24, 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. 2

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: September 24, 2025 By: /s/ Christopher Roberts Christopher Roberts Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR