QUBT Quantum Computing

Filed: 28 Dec 20, 5:27pm




Washington, D.C. 20549






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


Date of Report (Date of earliest event reported): December 19, 2020



(Exact name of registrant as specified in its charter)


Delaware 000-56015 82-4533053
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)


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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


Title of each class Trading Symbol(s) Name of each exchange on which registered
None None None


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. ☐






Item 1.01 Entry into a Material Definitive Agreement.


From December 19, 2020 through December 22, 2020, Quantum Computing Inc., a Delaware corporation (the “Company”), consummated interim closings (the “Interim Closings”) of a previously announced private placement offering (the “Offering”) whereby the Company entered into Subscription Agreements (the “Subscription Agreements”) with 68 accredited investors (the “Investors”). Through the Interim Closings, Investors purchased and the Company issued to the Investors 1,280,179 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 $3,200,448. On December 22, 2020, the Company also converted $209,000 principal amount of convertible promissory notes to 2,090,000 shares of the Company’s Common Stock.


Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Subscription Agreements, 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.


Item 3.02 Unregistered Sales of Equity Securities.


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 December 24, 2020, there were 24,689,022 shares of Common Stock outstanding. In connection with the Offering, on December 22, 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. 881,179 of the Shares were issued to 58 non-U.S. persons and 399,000 shares were issued to ten US persons.


Item 9.01. Financial Statements and Exhibits.




Exhibit Number Description
10.1 Form Subscription Agreement (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on December 8, 2020)





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.


Dated: December 28, 2020By:/s/ Christopher Roberts

Christopher Roberts

Chief Financial Officer