Current Report Filing (8-k)
August 26 2020 - 12:16PM
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): August 24, 2020
QUANTUM
COMPUTING INC.
(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.
On
August 24, 2020 (the “Execution Date”), Quantum Computing Inc., a Delaware corporation (the “Company”),
consummated the second and final closing (“Second Closing”) of a private placement offering (the “Offering”)
whereby the Company entered into a Subscription Agreement (the “Subscription Agreement”) with an accredited investor
(the “Investor”), pursuant to which the Investor purchased shares of the Company’s common stock, par value $0.0001
per share, in the amount of $12,000, for a total of 12,000 shares of Common Stock (the “Common Stock”), and Warrants
to purchase 6,000 shares of Common Stock (the “Warrants”, and together with the Common Stock, the “Units”)
at a purchase price of $1.00 per Unit (the “Purchase Price”).
Pursuant
to the Subscription Agreement, the Investor is entitled to 50% Warrant coverage, such that the Investor received one Warrant for
every two shares of Common Stock purchased. The Warrants are exercisable at a price of $2.00 per share, subject to adjustment
from the date of issuance through August 24, 2025.
Following
the Second Closing, the Board of Directors of the Company has determined to close the Offering to further investment. The aggregate
Offering cash proceeds to the Company is approximately $342,000.
Item
1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Subscription Agreement
and the Warrants, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and
such descriptions are qualified in their entirety by reference to the full text of the Subscription Agreement and the Warrants,
the forms of which have been previously filed and are incorporated herein by reference.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
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.
The Common Stock and the shares issuable pursuant to the Warrants were not registered under the Securities Act, but qualified
for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The securities were exempt from registration under
Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,”
as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size
of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it
sold a high number of securities to a high number of investors. In addition, the investor had the necessary investment intent
as required by Section 4(a)(2) of the Securities Act since the investor agreed to, and received, the securities bearing a legend
stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities
would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on
an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities
Act.
Item 9.01. Financial Statements and Exhibits.
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.
|
QUANTUM COMPUTING INC.
|
|
|
|
Dated: August 26, 2020
|
By:
|
/s/ Christopher Roberts
|
|
|
Christopher Roberts
|
|
|
Chief Financial Officer
|
3