Prospectus Supplement No 2
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Filed Pursuant to Rule 424(b)(3)
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Registration No. 333-235079
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Dated February 25, 2020
(to Prospectus dated December 6,
2019)
QUANTUM COMPUTING,
INC.
500,000 Shares of Common Stock Underlying
Convertible Notes
1,125,000 Shares of Common Stock Issuable
upon Exercise of Warrants
This prospectus supplement no. 2 (the
“Supplement”) supplements information contained in the prospectus dated December 6, 2018 as supplemented by the prospectus
supplement no. 1 filed on December 18, 2019 (the “Prospectus”), relating to the resale by selling stockholders of Quantum
Computing, Inc., a Delaware corporation, of up to 1,625,000 shares of our common stock.
The selling stockholders may sell all
or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of
sale, at varying prices or at negotiated prices.
This Supplement is being filed to update
and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 25, 2020 (the “Form 8-K”). Accordingly, we have attached the Form 8-K
to this Supplement.
This Supplement is incorporated by
reference into, and should be read in conjunction with, the Prospectus. This Supplement is not complete without, and may not be
delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto. Any statement
contained in the Prospectus shall be deemed to be modified or superseded to the extent that information in this Supplement modifies
or supersedes such statement. Any statement that is modified or superseded shall not be deemed to constitute a part of the Prospectus
except as modified or superseded by this Supplement.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if this Supplement
is truthful or complete. Any representation to the contrary is a criminal offense.
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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Exhibit 10.1
AMENDMENT
TO
COMMON
STOCK PURCHASE WARRANT
This
Amendment to Common Stock Purchase Warrant (“Amendment”), is made and entered into effective as of February
14, 2020 (the “Effective Date”), by and between Quantum Computing Inc., a Delaware corporation (the “Company”),
and Auctus Fund, LLC, a Delaware limited liability company (“Auctus”). Capitalized terms used but not otherwise defined
herein shall have the same meanings as set forth in the Warrants (as defined below).
WHEREAS,
effective October 16, 2019 the Company issued three common stock purchase warrants to Auctus to purchase an aggregate of up
to 1,125,000 shares of the Company’s common stock (the “Common Stock”), during a period of five years
from issuance (each such warrant, a ” Warrant” and collectively, the ” Warrants”);
WHEREAS,
the first Warrant (the “First Warrant”) is exercisable to purchase up to 500,000 shares of Common Stock at
an Exercise Price of $2.75 per share, the second Warrant (the “Second Warrant”) is exercisable to purchase
up to 350,000 shares of Common Stock at an Exercise Price of $3.75 per share and the third Warrant (the “Third Warrant”)
is exercisable to purchase of up to 275,000 shares of Common Stock at an Exercise Price of $4.75 per share;
WHEREAS,
each of the Warrants contain price protected full-ratchet anti-dilution provisions which provide for Exercise Price adjustments
if the Company issues Common Stock or common stock equivalents while the Warrants are outstanding at a price below the then applicable
Exercise Price; and
WHEREAS,
the Company and Auctus wish to amend the First Warrant to revise the Exercise Price thereunder from $2.75 per share to $1.50
per share without any Exercise Price adjustments being made to the Second Warrant or Third Warrant.
NOW,
THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1. Amendment
to First Warrant Exercise Price. The term “Exercise Price” as defined in the First Warrant is hereby revised as
follows:
“Exercise
Price” means $1.50 per share of Common Stock, subject to adjustment as provided herein (including but not limited to cashless
exercise).
2. No
Adjustment of Exercise Price Under Second Warrant or Third Warrant. The revision to the Exercise Price under the First Warrant
shall not trigger or cause any Exercise Price adjustments under the Second Warrant or Third Warrant pursuant to the adjustments
sections thereof or otherwise. Such Exercise Prices shall remain at $3.75 and $4.75, respectively.
3. Necessary
Acts. Each party to this Amendment hereby agrees to perform any further acts and to execute and deliver any further documents
that may be necessary or required to carry out the intent and provisions of this Amendment and the transactions contemplated hereby.
4. Governing
Law. This Amendment will be governed by and construed under the Governing Law and Venue provisions of the Warrants.
5. Continued
Validity. Except as otherwise expressly provided herein, the Warrants shall remain in full force and effect.
IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first written above.
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QUANTUM
COMPUTING INC.
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By:
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(Signature)
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Print Name:
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Print Title:
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AUCTUS
FUND, LLC
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By:
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/s/
Lou Posner
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(Signature)
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Print Name: Lou Posner
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Print Title: Managing Director
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