Current Report Filing (8-k)
December 17 2021 - 5:01PM
Edgar (US Regulatory)
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2021-12-16
2021-12-16
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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 16, 2021
QUANTUM
COMPUTING INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-56015
|
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82-4533053
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
215
Depot Court, SE, Suite 215
Leesburg,
VA 20175
(Address
of Principal Executive Offices)
(703)
436-2161
Registrant’s
telephone number, including area code
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)
|
☐
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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))
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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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Common
shares (par value $0.0001 per share)
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QUBT
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NASDAQ
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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 1934 (§240.12b-2
of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark 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.
As
previously reported, 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 (each, an “Investor” and collectively 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 (the “Warrants”. and together
with the Series A Preferred Stock, the “Securities”) to purchase 1,545,459 shares of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”).
On
December 16, 2021, the Company and the Investors entered into amendments to the securities purchase agreement (the “Amended Purchase
Agreements”) and the Warrants (the “Warrant Amendment”) to clarify that the Company shall not effect the conversion
of any of the Series A Preferred Stock, or the exercise of any Warrants held by an Investor, or pay any dividend in the form of Common
Stock, and an Investor shall not have the right to convert any of the Series A Preferred Stock or exercise Warrants held by such Investor
and any such conversion or exercise shall be null and void and treated as if never made, if to the extent that after giving effect to
such payment of dividend in the form of Common Stock, or such conversion or exercise of such Warrant, the aggregate amount of Common
Stock issuable to the Investor would exceed, when added to the previously issued shares of Common Stock, the requirements of Nasdaq Listing
Rule 5635(d) (“Nasdaq 19.99% Cap”).
The
foregoing descriptions of the Amended Purchase Agreement and the Warrant Amendment does not purport to be complete and are qualified
in their entirety by reference to the Amended Purchase Agreement and the Warrant Amendment, the copies of which are attached hereto as
Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 3.03
Material Modification to Rights of Security Holders.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03 in its
entirety.
As
previously reported, on November 10, 2021, in connection with the Private Placement, the Company filed a Certificate of Designations
(the “Certificate of Designations”) for the Series A Preferred Stock with the Secretary of State of Delaware.
On
December 16, 2021, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate
of Designations, to amend the terms of the Series A Preferred Stock. Pursuant to the Certificate of Amendment (i) Section 2 of the
Certificate of Designations was amended to decrease the number of authorized shares of Series A Preferred Stock from 2,000,000 shares
to 1,550,000; and (ii) Section 5(d) of the Certificate of Designations was amended to clarify that the shares of common stock of the
Company underlying the Securities shall be subject to the Nasdaq 19.99% Cap.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03 in its
entirety.
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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Date: December
17, 2021
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By:
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/s/
Robert Liscouski
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Robert Liscouski
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President, Chief Executive
Officer
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2
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