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) September 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 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

 

On September 20, 2024, the Board of Directors (the “Board”) of Quantum Computing Inc. (the “Company”) approved amendments to the Company’s Code of Ethics (the “Code”), effective October 1, 2024, as follows:

 

●

Conflicts of Interest. In the Conflicts of Interest section of the Code, the amendments revise the provision addressing Company insiders seeking for themselves or family members “any favors, preferential treatment, special benefits, gifts, loans or other consideration” (collectively, “Gifts”). Prior to the amendments, this provision provided that an insider should not seek Gifts “as a result of such insider’s association with a business associate or with the [C]ompany, except those customary and usual benefits directly provided by a business associate of the [C]ompany.” The amendments expand this provision to provide that insiders should not seek to secure Gifts “from any person that does or seeks to do business with the Company.” The amendments also expand the provided carve-out to except such Gifts as are “consistent with customary and usual business practice and not extravagant or inappropriate, or when based on obvious family or personal relationships existing independent of any business concerns where the circumstances make it clear that it is those relationships rather than the business of the Company that are the motivating factor.”

 

●

Requests for Waivers and Changes in Code of Ethics. The amendments add a provision that any waiver of the Code for executive officers or directors may be authorized only by the Board or, to the extent permitted by the rules of any securities exchange on which any Company securities are listed, a committee of the Board. The amendments also revise the provisions of the Code with respect to disclosure of waivers to provide that any waivers of, not solely those that constitute a “material departure from,” a provision of the Code will be publicly disclosed in accordance with applicable Securities and Exchange Commission rules, and that public disclosures of waivers will also be made in accordance with the rules and regulations of any securities exchange on which Company securities are listed.

 

The amendments also include other non-substantive changes to the Code.

 

The foregoing summary of the amendments to the Code is qualified in its entirety by the full text of the Code, as amended, which is filed as Exhibit 14.1 hereto. The amended Code will also be posted on Company’s website, www.quantumcomputinginc.com, on or about its October 1, 2024 effective date. Information contained on the Company’s website is not incorporated by reference in, or considered part of, this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits. 

 

(d) Exhibits.

 

Exhibit Number		Description
14.1		Quantum Computing, Inc. Code of Ethics
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

	QUANTUM COMPUTING INC.
Date: September 25, 2024	By:	/s/ Christopher Boehmler
		Christopher Boehmler
		Chief Financial Officer

 

 

 

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Exhibit 14.1

 

Quantum Computing Inc.

 

Code of Ethics

 

It is the policy of Quantum Computing Inc. (“Quantum” or the “Company”) that the Company’s Board of Directors (“Board”), Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), principal accounting officer or controller (or persons performing similar functions) and all employees adhere to, advocate and promote the following principles:

 

●

Loyalty to the interests of our shareholders, customers, suppliers, fellow employees, strategic partners and other business associates;

 

●

Honest and ethical conduct in any action, practice or course of conduct within the Company or with its business partners;

 

●

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

●

Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the United States Securities and Exchange Commission (the “SEC”) and other public communications made by the Company; and

 

●

Compliance with laws, rules and regulations applicable to the Company.

 

Conflicts of Interest

 

●

Insiders (directors, officers and employees of the Company) shall maintain a high degree of integrity in the conduct of the Company’s business and maintain independent judgment. Each insider must avoid any activity or personal interest that creates, or reasonably appears to create, a conflict between his/her interests and the interests of the Company. A conflict of interest arises any time such a person has a duty or interest that may conflict with the proper and impartial fulfillment of such person’s duties, responsibilities or obligations to the Company, such as:

 

o

Making an investment that may affect his/her business decisions;

 

o

Owning a meaningful financial interest in, or being employed by, an organization that competes with or whose interests could reasonably be expected to conflict with those of the Company;

 

o

Owning a meaningful interest in, or being employed by, an organization that does, or seeks to do, business with the Company;

 

o

Making a decision on a matter where such person’s self-interests may reasonably call into question the appropriateness of the decision; and

 

o

Being employed by or accepting compensation from any other person as a result of business activity or prospective business activity affecting the Company.

 

●

No insider shall direct, or seek to direct, any Company business to any business enterprise in which the insider or his or her family has a meaningful ownership position or serves in a leadership capacity; and

 

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●

No insider shall seek or accept for his or her self or for any family member any favors, preferential treatment, special benefits, gifts, loans or other consideration from any person that does business or seeks to do business with the Company, except as is consistent with customary and usual business practice and not extravagant or inappropriate, or when based on obvious family or personal relationships existing independent of any business concerns where the circumstances make it clear that it is those relationships rather than the business of the Company that are the motivating factor.

 

Corporate Opportunities and Transactions with Business Associates

 

Insiders and their family members must not profit, directly or indirectly, due to their position in the Company to the detriment, or at the expense, of the Company or any of its business associates. No insider shall take for his or her own advantage any business opportunity for profit that he or she learns about as a result of his or her position with the Company.

 

Confidentiality

 

●

No insider or family member thereof shall discuss with, or inform others about, any actual or contemplated business transaction by the Company or any business associate except as required in the performance of the insider’s employment duties and then only for the benefit of the Company or the business associate, as appropriate, and in no event for personal gain or for the benefit of any other third party.

 

●

No insider or family member thereof shall give any information to any third party about any pending or proposed business transaction of the Company or its business associates unless expressly authorized to do so by the CEO.

 

●

No insider or family member thereof other than the CEO, CFO or Chairman of the Board may discuss the Company or its business associates with any member of the press or media except with the prior authorization of the CEO, CFO or Chairman of the Board.

 

Document Retention

 

●

The Company will comply fully with all applicable laws and regulations concerning the retention and preservation of records. All insiders shall comply fully with the Company’s policies regarding the retention and preservation of records. Under no circumstances may Company records be destroyed selectively or maintained outside Company premises or designated storage facilities.

 

●

If the existence of a subpoena or impending government investigation becomes known to an insider, he or she must immediately contact the CEO and Chair of the Company’s Audit Committee of the Board, if such Audit Committee is in place. If there is not an Audit Committee in place, he or she must immediately contact the CFO. Insiders must retain all records and documents that may be responsive to a subpoena or pertain to an investigation.

 

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Reporting and Treatment of Violations

 

Persons who become aware of or suspect violations of this Code should report such suspected violations promptly to the Chair of the Company’s Audit Committee of the Board, if such Audit Committee is in place. If there is not an Audit Committee in place, he or she must immediately contact the Chairman of the Board if such person is different than the CEO, or if such person is not, then the person should immediately contact another member of the Board. To assist in the response to or investigation of the alleged violation, the report should contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of the alleged violation. Without limiting the foregoing, the report should, to the extent possible, contain the following information:

 

●

The alleged event, matter or issue that is subject of the alleged violation;

 

●

The name of each person involved;

 

●

If the alleged violation involves a specific event or events, the approximate date and location of each event; and

 

●

Any additional information, documentation or other evidence available relating to the alleged violation.

 

The Audit Committee of the Board, if one is in place, and if not, the entire Board, shall have the power to monitor, investigate, make determinations and take action with respect to violations of this Code of Ethics. In determining whether a violation of this Code of Ethics has occurred, the Audit Committee of the Board, if one is in place, and if not, the entire Board, may take into account:

 

●

The nature and severity of the violation;

 

●

Whether the violation was a single occurrence or involved repeated occurrences;

 

●

Whether the violation appears to have been intentional or inadvertent;

 

●

Whether the person in question had been advised prior to the violation as to the proper course of action;

 

●

Whether the person in question had committed other violations in the past; and

 

●

Such other facts and circumstances as the Audit Committee of the Board shall deem advisable in the context of the alleged violation.

 

Consequences of Violations

 

If a violation is substantiated, the Board, upon recommendation of the Audit Committee of the Board, may impose such sanctions or take such actions as it deems appropriate, including, but not limited to, the following:

 

●

Disciplinary action (including censure, re-assignment, demotion, suspension or termination);

 

●

Pursuit of any and all remedies available to the Company in equity or at law for any damages or harm resulting from a violation, including injunctive relief; and

 

●

Referral of matters to appropriate legal or regulatory authorities for investigation and prosecution.

 

Requests for Waivers and Changes in Code of Ethics

 

A waiver of a provision of this Code of Ethics shall be requested whenever there is reasonable likelihood that a contemplated action will violate the Code of Ethics. Any waiver of this Code of Ethics for executive officers or directors may be authorized only by the Board or, to the extent permitted by the rules of any securities exchange on which any securities of the Company are listed, a committee of the Board. Any waiver (including an implicit waiver) of a provision of this Code of Ethics shall be publicly disclosed on a timely basis, to the extent required by applicable rules and regulations of the SEC and any securities exchange on which securities of the Company are listed. In addition, any amendments to this Code of Ethics (other than technical, administrative or other non-substantive amendments) shall be publicly disclosed on a timely basis, to the extent required by applicable rules and regulations of the SEC.

 

Amended and Restated Effective as of October 1, 2024

 

*               *               *               *               *

 

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Every director and employee is required to sign this Code of Ethics.

 

I have received, read and understand this Code of Ethics:

 

Signed:____________________

 

Name:_____________________

 

Date:______________________

 

Employee ___________         Director _____________

 

 

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Cover	Sep. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 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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