Current Report Filing (8-k)
February 25 2020 - 1:05PM
Edgar (US Regulatory)
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):
February 14, 2020
QUANTUM COMPUTING INC.
(Exact name of registrant as specified in
its charter)
Delaware
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000-56015
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82-4533053
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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215 Depot Court SE, Suite 215
Leesburg, VA 20175
(Address of Principal Executive Offices)
(703) 436-2161
Registrant’s telephone number, including
area code
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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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None
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None
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark 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
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Entry into a Material Definitive Agreement.
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On February 14, 2020, Quantum Computing Inc.,
a Delaware corporation (the “Company”) and Auctus Fund, LLC, a Delaware limited liability company (“Auctus”)
entered into Amendment to Common Stock Purchase Warrant (the “Amendment”) to amend the Warrant Agreement between the
Company and Auctus, dated October 19, 2019 (“Original Agreement”). The Original Agreement contained warrants exercisable
to purchase up to 500,000 shares of Common Stock at an Exercise Price of $2.75 (the “Warrant”). The Amendment revised
the exercise price of the Warrant from $2.75 per share to $1.50 per share. The Amendment did not impact the number of shares issuable
under the Warrant or trigger any anti-dilution adjustments under other Company warrants owned by Auctus.
The foregoing description of the Warrant
Amendment is qualified in its entirety by reference to the Warrant Amendment, which is filed as Exhibit 10.1 to this current report
on Form 8-K and is incorporated by reference herein.
Item 3.03
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Material Modifications to Rights of Security Holders.
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To the extent required by Item 3.03 of Form 8-K, the disclosure
set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this item 3.03.
(d) Exhibits.
* filed herewith
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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QUANTUM COMPUTING INC.
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Date: February 25, 2020
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By:
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/s/ Christopher Roberts
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Name:
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Christopher Roberts
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Title:
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Chief Financial Officer
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