Current Report Filing (8-k)
June 02 2020 - 2:19PM
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): May 28, 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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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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As previously disclosed, on October 16, 2019,
Quantum Computing Inc., a Delaware corporation (the “Company”) and Auctus Fund, LLC, a Delaware limited liability company
(“Auctus”) entered into a Securities Purchase Agreement pursuant to which Auctus purchased from the Company, for a
purchase price of $500,000: (i) a Convertible Promissory Note in the principal amount of $500,000.00; (ii) a common stock purchase
warrant permitting Auctus to purchase up to 500,000 shares of the Company’s common stock, at an exercise price of $2.75 per
share (the “First Warrant”); (iii) a common stock purchase warrant permitting Auctus to purchase up to 350,000 shares
of the Company’s common stock at an exercise price of $3.75 per share (the “Second Warrant”); and (iv) a common
stock purchase warrant permitting Auctus to purchase up to 275,000 shares of the Company’s common stock at an exercise price
of $4.75 per share the “Third Warrant” (collectively the “Warrants”).
On May 28, 2020, the Company and Auctus entered
into the Second Amendment to the Common Stock Purchase Warrant (the “May Warrant Amendment”) to amend the Initial Amendment
to the Warrant Agreement between the Company and Auctus, dated February 14, 2020 (“February Warrant Amendment”).
As previously disclosed, the February Warrant
Amendment amended the exercise price of the First Warrant from $2.75 to $1.50 (the “Amended First Warrants “). The
May Warrant Amendment furthers revises the exercise price of the Amended First Warrants from $1.50 per share to $1.00 per share
and revises the exercise price of the Second Warrant from $3.75 to $2.50. The May Warrant Amendment does not impact the number
of shares issuable under the Warrants, or trigger any anti-dilution adjustments pursuant to the terms thereof. For the avoidance
of doubt, as of the date hereof, Auctus has partially exercised the Amended First Warrants and may currently exercise such warrants
to purchase up to an additional 333,000 shares of Common Stock at $1.00 pursuant to the terms of the May Warrant Amendment. Auctus
has not exercised the Second Warrant or Third Warrant.
The foregoing description of the May Warrant
Amendment is qualified in its entirety by reference to the May 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:
June 2, 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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2