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): August 20, 2024

 

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.)

 

5 Marine View Plaza, Suite 214
Hoboken, NJ		07030
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code [phone]

 

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 stock (par value $0.0001 per share)		QUBT		The Nasdaq Stock Market LLC

 

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 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 3.01. Notice of Delisting for Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing.

 

On August 20, 2024, Quantum Computing Inc. (the “Company”) received a notice (the “Notice”) from Nasdaq Stock Market LLC (“Nasdaq”) that the Company has failed to satisfy a standard for continued listing, Nasdaq Listing Rule 5250(c)(1), because the Company did not file its Quarterly Report on Form 10-Q for the period ended June 30, 2024, by the due date of August 14, 2024, and because the Company remains delinquent in filing its Form 10-Q for the period ended March 31, 2024.

 

As previously disclosed, due to the Order of the Securities and Exchange Commission (the “Commission”) permanently barring BF Borgers CPA PC (“BF Borgers”) and Mr. Borgers from appearing or practicing before the Commission as an accountant, on May 3, 2024, the Company dismissed BF Borgers as the Company’s independent registered public accounting firm, at which time work on the Company’s periodic reports was delayed.

 

The Company has engaged a new independent registered public accounting firm to complete the audit and review of its annual and quarterly financial statements, respectively, as expeditiously as possible, following which the Company will promptly file its Quarterly Reports on Form 10-Q and rectify the existing filing deficiencies. The Company has until September 4, 2024 to provide Nasdaq with an updated plan to regain compliance.

 

If Nasdaq chooses to accept the Company’s plan, it may grant an exception of up to 180 calendar days, or until December 16, 2024, in which to regain compliance. If Nasdaq does not accept the Company’s plan, the Company would have the opportunity to appeal the decision to a Hearings Panel.

 

The Notice has no immediate effect on the Nasdaq listing or trading of the Company’s common stock.

 

This Current Report on Form 8-K is filed to satisfy the obligation under Nasdaq Listing Rule 5810(b) and Item 3.01(a) of Form 8-K that the Company publicly disclose the deficiency.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1		Press Release dated August 22, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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: August 22, 2024	By:	/s/ Christopher Boehmler
		Christopher Boehmler
		Chief Financial Officer

 

 

 

2

 

 

Exhibit 99.1

 

Quantum Computing Inc. Announces Receipt of Nasdaq Non-Compliance Notice

 

HOBOKEN, NJ – August 22, 2024 – Quantum Computing Inc. (NASDAQ: QUBT) (“QCi” or the “Company”), an innovative quantum optics and nanophotonics technology company, today announced that it received a notice (the "Notice") from Nasdaq Stock Market LLC ("Nasdaq") that the Company had failed to satisfy a standard for continued listing, Nasdaq Listing Rule 5250(c)(1), because the Company did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the "Form 10-Q") with the Securities and Exchange Commission (the "SEC").

 

The Company has submitted an updated plan to Nasdaq to remediate filing deficiencies and has until December 16, 2024 to regain compliance. If the Company fails to timely regain compliance by filing Form 10-Qs for the period ended March 31, 2024 and June 30, 2024, the Company's ordinary shares will be subject to delisting from Nasdaq. The Company expects to regain full compliance with Nasdaq Listing Rule 5810(b) before the December 16 deadline.

 

The delay in filing the Company’s Form 10-Qs for the periods ending March 31, 2024 and June 30, 2024 is due to QCi’s recent change of auditors. As previously reported, effective May 3, 2024, the Company dismissed BF Borgers CPA PC (“BF Borgers) as its independent registered public accounting firm, in parallel with an order by the SEC against BF Borgers, and effective June 6, 2024, appointed BPM LLP (“BPM”) as the Company’s independent registered public accounting firm. The Company plans to file its Form 10-Qs for the periods ending March 31, 2024, and June 30, 2024 as soon as practicable after completion of BPM’s audit in the coming weeks of the Company’s consolidated financial statements for its 2023 fiscal year.

 

This announcement is made in compliance with the Nasdaq Listing Rule 5810(b), which requires prompt public disclosure of the deficiency.

 

About Quantum Computing Inc.

 

Quantum Computing Inc. (QCi) (Nasdaq: QUBT) is an innovative, integrated photonics company that provides accessible and affordable quantum machines to the world today. QCi products are designed to operate at room temperature and low power at an affordable cost. The Company's portfolio of core technology and products offer unique capabilities in the areas of high-performance computing, artificial intelligence, cybersecurity as well as remote sensing applications.

 

For more information about QCi, visit www.quantumcomputinginc.com.

 

Forward-Looking Statements

 

Certain information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will regain compliance with the Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, that the Company will be eligible for a second compliance period, or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

 

Contact:

 

For investor relations inquiries, contact John Nesbett at [e-mail], and for public relations inquiries, contact Jessica Tocco at [e-mail].

 

SOURCE: Quantum Computing Inc.

 

 

Cover	Aug. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 20, 2024
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	5 Marine View Plaza
Entity Address, Address Line Two	Suite 214
Entity Address, City or Town	Hoboken
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07030
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 stock (par value $0.0001 per share)
Trading Symbol	QUBT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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