UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
QUANTUM
COMPUTING INC.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
74766W-108
(CUSIP
Number)
215
Depot Court SE, Suite 215
Leesburg,
VA 20175
(703)
436-2121
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
July
13, 2020
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
1
|
NAME
OF REPORTING PERSON
|
|
|
|
Christopher
Bruce Roberts
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
(a)
☐
|
|
(b)
☐
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
|
|
|
|
OO, PF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
|
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
United
States
|
|
7
|
SOLE
VOTING POWER
|
|
|
|
NUMBER
OF
|
|
725,000(1)
|
SHARES
|
8
|
SHARED
VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED
BY
|
|
0
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
725,000(1)
|
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
|
|
|
|
725,000(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
6.00(2)
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
|
|
IN
|
|
1.
|
Mr. Roberts has voting and investment control
of 725,000 shares of the Company’s common stock owned by Mr. Roberts personally (the “Shares”).
|
|
2.
|
Based
upon the combined total of: (a) the 12,086,190 shares of the Company’s common stock issued and outstanding as of August
13, 2020.
|
Item
1 Security and Issuer.
The
statement (“Statement”) relates to shares of common stock, par value $0.0001 per share (the “Common Stock”),
of Quantum Computing Inc., a Delaware corporation (the “Issuer” or the “Company”). The principal executive
office of the Issuer is located at 215 Depot Court SE, Suite 215, Leesburg, VA 20175.
Item
2 Identity and Background.
The
Statement is being filed by Mr. Christopher Bruce Roberts (“Mr. Roberts”). Mr. Roberts’s present principal occupation
or employment is serving as the Issuer’s Chief Financial Officer and as Member of its Board of Directors. Mr.
Roberts is a United States citizen. The business address of Mr. Roberts is 215 Depot Court SE, Suite 215, Leesburg, VA 20175.
During
the last five years Mr. Roberts has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);
or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which
proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item
3 Source and Amount of Funds or Other Consideration.
Mr.
Roberts acquired the reported 725,000 shares of the Common Stock as follows:
On
April 15, 2018, Mr. Roberts purchased 25,000 shares of common stock for $10,000 pursuant to a private placement offering conducted
by the Company.
On
July 26, 2018 Mr. Roberts was issued 300,000 shares of common stock, as compensation for services rendered and as an incentive
to work for the Company.
On
July 13, 2020, Mr. Roberts was issued 400,000 shares of common stock, as compensation for services rendered and as part of a plan
to retain executive management, pursuant to the 2019 Quantum Computing Inc. Equity and Incentive Plan (the “Plan”).
Item
4 Purpose of Transaction.
Mr.
Roberts does not have any current plans or proposals which relate to or would result in: (a) the acquisition of additional securities
of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business
or corporate structure; (g) any change in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
Item
5 Interest in Securities of the Issuer.
(a)
As of the date hereof, Mr. Roberts beneficially owns 725,000 shares (the “Shares”) of the issued and outstanding
Common Stock of the Company. Such amount represents 6.00% of the total of the issued and outstanding shares of the Company’s
Common Stock as of the date hereof.
(b)
Mr. Roberts holds sole voting and dispositive power over the Shares.
(c)
Other than disclosed above, there were no transactions by Mr. Roberts in the Issuer’s Common Stock during the last 60 days.
(d)
No other person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds
from the sale of, the securities of the Issuer owned by Mr. Roberts.
(e)
Not applicable.
Item
6 Contracts, Agreements, Understandings or Relationships With Respect to Securities of the Issuer.
The shares are subject to the terms and
conditions of a lock-up agreement, dated July 26, 2018, by and between the Issuer and Mr. Roberts (the “Lock-Up Agreement”).
Pursuant to the Lock-Up Agreement, Mr. Roberts is precluded, until February 29, 2021, from selling, granting, lending, pledging, offering or in any way,
directly or indirectly disposing of the Shares granted to him by the Company.
Item
7 Material to be Filed as Exhibits.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
August 14, 2020
|
|
|
|
/s/
Christopher Roberts
|
|
Christopher
Roberts
|
|
5