Current Report Filing (8-k)
January 05 2021 - 5:24PM
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 24, 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
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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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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:
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. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
From December 24, 2020 through December 31,
2020, Quantum Computing Inc., a Delaware corporation (the “Company”), consummated the final closings (the “Final
Closings”) of a previously announced private placement offering (the “Offering”) whereby the Company entered
into Subscription Agreements (the “Subscription Agreements”) with 38 accredited investors (the “Investors”).
Through the Final Closings, Investors purchased and the Company issued to the Investors 985,501 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 $2,463,752.50.
The aggregate gross proceeds to the Company
from the Offering is $12,414,449.
HP Securities Inc. acted as an advisor in connection
with the Offering and received cash compensation equal to $100,250.00.
Falcon Capital Partners Limited acted as an
advisor in connection with the Offering to non-U.S. persons pursuant to Regulation S of the Securities Act of 1933, as amended,
and received: (i) cash compensation equal to $1,103,033.88; (ii) 256,252 shares of Common Stock (the “Stock Compensation”);
and (iii) 384,378 warrants (the “Warrants”) to purchase shares of Common Stock. The Warrants are exercisable for a
term of five-years from the date of issuance, at an exercise price of $3.00 per share.
The Company paid fees of $100,250 to a registered
broker dealer for their assistance in raising funds from US Persons.
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. On December 31, 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. As of December 31, 2020, the Company had 26,023,418 shares of common stock issued and outstanding. The Shares, the
Common Stock underlying the Stock Compensation, and the Common Stock underlying the Warrants, 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. 223,501 of the Shares were issued to 20 non-U.S. persons and 762,000
shares were issued to 18 U.S. 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.
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QUANTUM COMPUTING INC.
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Dated: January 5, 2021
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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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