Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
From November 10, 2021 through November 17, 2021,
Quantum Computing Inc. (the “Company”), conducted a private placement offering (the “Private Placement”) pursuant
to securities purchase agreements (the “Purchase Agreements”) with 7 accredited investors (the “Investors”), whereby,
the Investors had agreed to purchase from the Company an aggregate of 1,545,459 shares of the Company’s newly created Series A Convertible
Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) and warrants to purchase 1,545,459 shares of
the Company’s common stock for an aggregate purchase price of $8,500,000. The Private Placement was completed and closed to further
investment on November 17, 2021.
The number of shares of Common Stock issuable upon
conversion of any share of Series A Preferred Stock pursuant shall be determined by dividing (x) the Conversion Amount of such share of
Series A Preferred Stock by (y) the Conversion Price (the “Conversion Rate”). Conversion Amount means, with respect to each
share of Series A Preferred Stock, as of the applicable date of determination, the sum of (1) the Stated Value thereof plus (2) any accrued
dividends. "Conversion Price” means, with respect to each share of Series A Preferred Stock, as of any Optional Conversion
Date, Mandatory Conversion Date or other date of determination, $5.50, subject to adjustment for stock splits, dividends, recapitalizations
and similar corporate events.
The Warrants are two year warrants to purchase shares
of the Company’s Common Stock at an exercise price of $7.00 per share, subject to adjustment, and are exercisable at any time on
or after the date that is six (6) months following the issuance date. The Warrants provide for cashless exercise in the event the underlying
shares of common stock are not registered.
The Company intends to use the proceeds from the financing
for working capital purposes.
The representations and warranties contained in
the Purchase Agreement were made by the parties to, and solely for the benefit of, the other in the context of all of the terms and conditions
of the Purchase Agreement and in the context of the specific relationship between the parties. The provisions of the Purchase Agreement,
including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Purchase
Agreement. The Purchase Agreement is not intended for investors and the public to obtain factual information about the current state of
affairs of the parties.
In connection with the Purchase Agreement, the
Company and the Investors entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which
the Company agreed to file a registration statement to register the shares of the Company’s Common Stock underlying the Series A
Preferred Stock and Warrants within 180 days. Pursuant to the Registration Rights Agreement, the Investors received certain rights, including
but not limited to piggyback registration rights, providing that the holder be given notice of any proposed registration of securities
by the Company, and requiring that the Company register all or any portion of the registrable securities that the holders request to be
registered, in each case, subject to the terms and conditions of the Registration Rights Agreement.
Item 1.01 of this Current Report on Form 8-K contains
only a brief description of the material terms of the Purchase Agreement, Warrants and Registration Rights Agreement 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 Purchase Agreement, Warrants and Registration Rights Agreement, the forms of which are attached as
Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.