Current Report Filing (8-k)
December 18 2020 - 5:33PM
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):
December 9, 2020
QUANTUM COMPUTING INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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000-56015
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82-4533053
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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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:
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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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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 (§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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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From December 9, 2020 through December 18,
2020, Quantum Computing Inc., a Delaware corporation (the “Company”), consummated interim closings (the “Interim
Closings”) of a previously announced private placement offering (the “Offering”) whereby the Company entered
into Subscription Agreements (the “Subscription Agreements”) with 55 accredited investors (the “Investors”).
Through the Interim Closings, Investors purchased and the Company issued to the Investors 921,000 shares (the “Shares”)
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $2.50
per share, resulting in gross proceeds to the company of $2,302,500.
Item 1.01 of this Current Report on Form 8-K
contains only a brief description of the material terms of the Subscription Agreements, and does not purport to be a complete description
of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the
full text of the Subscription Agreement, the form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and
is incorporated herein by reference.
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Item 3.02
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Unregistered Sales of Equity Securities.
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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. As of December 18, 2020, there were 21,103,844
shares of Common Stock outstanding. In connection with the Offering, on December 18, 2020, the number of shares of unregistered
Common Stock outstanding had increased by more than 5% since the last reported number of shares of Common Stock outstanding. The
Shares were not registered under the Securities Act, but were issued in reliance on the exemption from registration set forth in
Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D and Regulation S thereunder. 721,000 of the Shares
were issued to 53 non-U.S. persons and 128,000 shares were issued to two US persons.
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Item 9.01.
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Financial Statements and Exhibits.
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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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Dated: December 18, 2020
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By:
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/s/ Christopher Roberts
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Christopher Roberts
Chief Financial Officer
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