Form 8-K - Current report

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): November 7, 2023

QUANTUM COMPUTING INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40615

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)

☐	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
Common shares (par value $0.0001 per share)		QUBT		NASDAQ

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 5.07 Submission of Matters to a Vote of Security Holders.

On November 7, 2023, Quantum Computing Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). The shares of capital stock outstanding and entitled to vote as of September 19, 2023 (the record date for the Annual Meeting) (the “Record Date”) were as follows: 75,094,943 shares of common stock. Greater than 61.94% of the shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy thereby constituting a quorum.

The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions, as to such matters, where applicable, are set forth in the table below. With respect to the election of Robert Liscouski, Robert Fagenson, Michael Turmelle, Bertrand Velge, Yuping Huang, and Carl Weimer as directors to each serve a one-year term on the Board of Directors of the Company (the “Board”) and until each of their successors is elected and qualified, each nominee received the number of votes set forth opposite his name.

	Number of Votes
	Total Votes For		Percent of Votes Cast			Votes Against		Abstention/ Withheld		Broker Non-Votes
Election of Robert Liscouski		35,016,838		99.48	%				182,611		11,315,101
Election of Robert Fagenson		33,594,048		95.44	%				1,605,401		11,315,101
Election of Michael Turmelle		34,902,402		99.16	%				297,047		11,315,101
Election of Bertrand Velge		33,890,626		96.28	%				1,308,823		11,315,101
Election of Yuping Huang		34,808,254		98.89	%				391,195		11,315,101
Election of Carl Weimer		34,979,716		99.38	%				219,733		11,315,101

Non-binding advisory vote to approve compensation of the company’s named executive officers		33,121,588		94.64	%		1,875,843		202,018		11,315,101

Ratification of the selection of BF Borgers CPA PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023		45,872,780		99.05	%		435,430		206,340

On the basis of the above votes, (i) Robert Liscouski, Robert Fagenson, Michael Turmelle, Bertrand Velge, Yuping Huang, and Carl Weimer were elected as members of the Board; and (ii) the ratification of the selection of BF Borgers CPA PC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was adopted.

On the basis of the above votes, stockholders also voted a sufficient number of non-binding advisory votes to approve the Company’s executive compensation.

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.

Date: November 8, 2023	By:	/s/ Robert Liscouski
		Robert Liscouski
		President, Chief Executive Officer

Cover	Nov. 07, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 07, 2023
Entity File Number	001-40615
Entity Registrant Name	QUANTUM COMPUTING INC.
Entity Central Index Key	0001758009
Entity Tax Identification Number	82-4533053
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	215 Depot Court SE
Entity Address, Address Line Two	Suite 215
Entity Address, City or Town	Leesburg
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20175
City Area Code	(703)
Local Phone Number	436-2161
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares (par value $0.0001 per share)
Trading Symbol	QUBT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false