Current Report Filing (8-k)
May 08 2020 - 3:40PM
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): May 6, 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
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Entry into a Material Definitive Agreement.
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On May 6, 2020, Quantum Computing Inc.
(the “Company”) executed an unsecured promissory note (the “Note”) with BB&T/Truist Bank N.A. to evidence
a loan to the Company in the amount of $218,371 (the “Loan”) under the Paycheck Protection Program (the “PPP”)
established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), administered by the U.S.
Small Business Administration (the “SBA”).
In accordance with the requirements of
the CARES Act, the Company expects to use the proceeds from the Loan exclusively for qualified expenses under the PPP, including
payroll costs, mortgage interest, rent and utility costs. Interest will accrue on the outstanding balance of the Note at a rate
of 1.00% per annum. The Company expects to apply for forgiveness of up to the entire amount of the Note. Notwithstanding the Company’s
eligibility to apply for forgiveness, no assurance can be given that the Company will obtain forgiveness of all or any portion
of the amounts due under the Note. The amount of forgiveness under the Note is calculated in accordance with the requirements
of the PPP, including the provisions of Section 1106 of the CARES Act, subject to limitations and ongoing rule-making by the SBA
and the maintenance of employee and compensation levels.
Subject to any forgiveness granted under
the PPP, the Note is scheduled to mature two years from the date of first disbursement under the Note. The Note may be prepaid
at any time prior to maturity with no prepayment penalties. The Note provides for customary events of default, including, among
others, those relating to failure to make payments, bankruptcy, and significant changes in ownership. The occurrence of an event
of default may result in the required immediate repayment of all amounts outstanding and/or filing suit and obtaining judgment
against the Company. The Company’s obligations under the Note are not secured by any collateral or personal guarantees.
Item 2.03
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Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The discussion of the Loan set forth in
Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.
Item 9.01.
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Financial Statements and Exhibits.
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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: May 8, 2020
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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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