UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2020

QUANTUM COMPUTING INC.

(Exact name of registrant as specified in its charter)

215 Depot Court SE, Suite 215

Leesburg, VA 20175

(Address of Principal Executive Office) (Zip Code)

(703) 436-2161

(Registrant’s telephone number, including area code)

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

From October 27, 2020, through December 7, 2020, Quantum Computing Inc., a Delaware corporation (the “Company”), consummated multiple closings (the “Initial Closings”) of a private placement offering (the “Offering”) whereby the Company entered into a Subscription Agreement (the “Subscription Agreement”) with 123 accredited investors (the “Investors”). Through the Initial Closings, the Investors purchased and the Company issued to the Investors 1,851,100 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $2.50 per share, resulting in gross proceeds to the company of $4,252,750.

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Subscription Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the full text of the Subscription Agreement, the form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. As of November 11, 2020, there were 17,790,875 shares of Common Stock outstanding. In connection with the Offering, on December 2, 2020, the number of shares of unregistered Common Stock outstanding had increased by more than 5% since the last reported number of shares of Common Stock outstanding. The Shares were not registered under the Securities Act, but were issued in reliance on the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D and Regulation S thereunder. All of the Shares were issued to 123 non-U.S. persons .

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.

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