Current Report Filing (8-k)
December 28 2020 - 5:27PM
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 19, 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.
From December 19, 2020 through December 22,
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 68 accredited investors (the “Investors”).
Through the Interim Closings, Investors purchased and the Company issued to the Investors 1,280,179 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 $3,200,448. On December 22, 2020, the Company also converted $209,000
principal amount of convertible promissory notes to 2,090,000 shares of the Company’s Common Stock.
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.
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.
As of December 24, 2020, there were 24,689,022 shares of Common Stock outstanding. In connection with the Offering, on December
22, 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. 881,179 of the Shares were issued to 58 non-U.S. persons and 399,000 shares were issued to ten US
persons.
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: December 28, 2020
|
By:
|
/s/ Christopher
Roberts
|
|
|
Christopher
Roberts
Chief
Financial Officer
|
|
|