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 18, 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 8.01. Other Events.

 

On November 18, 2024, Quantum Computing Inc. (the “Company”) closed the previously announced registered direct offering (the “Offering”) of an aggregate of 16,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a purchase price of $2.50 per share, resulting in gross proceeds of $40 million, before deducting placement agent commissions and other offering expenses. The Company intends to use the net proceeds from the Offering for the repayment of debt, working capital, and general corporate purposes. Specifically, the Company intends to pay off the Secured Convertible Promissory Note, dated August 6, 2024, issued to Streeterville Capital, LLC. The Offering was previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2024.

 

In connection with the Offering, on November 18, 2024, the Company filed with the SEC a prospectus supplement (the “Prospectus Supplement”) to the base prospectus included in the Company’s Registration Statement on Form S-3 (File No. 333-268064), originally filed with the SEC on October 28, 2022. A copy of the legal opinion of Lucosky Brookman LLP regarding certain Delaware law matters, including the validity of the Common Stock offered, issued and sold pursuant to the Offering under the Prospectus Supplement, is filed herewith as Exhibit 5.1.

 

Item 9.01. Financial Statements and Exhibits. 

 

(d) Exhibits.

 

Exhibit Number		Description
5.1		Opinion of Lucosky Brookman, LLP
23.1		Consent of Lucosky Brookman, LLP (included in Exhibit 5.1)
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: November 18, 2024	By:	/s/ Christopher Boehmler
		Christopher Boehmler
		Chief Financial Officer

 

 

2

 

Exhibit 5.1

 

 

November 18, 2024

 

Quantum Computing Inc.

5 Marine View Plaza, Suite 214

Hoboken, NJ 07030

 

RE:	Registration Statement on Form S-3 (File No. 333-268064)

 

Ladies and Gentlemen:

 

We have acted as counsel to Quantum Computing Inc., a Delaware corporation (the “Company”), in connection with the above-referenced registration statement (the “Registration Statement”), the base prospectus dated October 28, 2022 (the “Base Prospectus”) and the prospectus supplement dated November 18, 2024 (together with the Base Prospectus, the “Prospectus”), relating to (i) the offering and sale by the Company of 16,000,000 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of $40,000,000.00, pursuant to those certain Securities Purchase Agreements (the “Securities Purchase Agreements”) dated November 14, 2024, between the Company and the purchasers signatory thereto, (ii) warrants (the “Placement Agent Warrants”) to purchase up to 800,000 shares of Common Stock (the “Warrant Shares”) at an initial exercise price of $2.875 per share issued to Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Placement Agent”), pursuant to the Placement Agency Agreement, dated November 14, 2024, between the Company and the Placement Agent (the “Placement Agency Agreement”), and (iii) the Warrant Shares. The Shares, the Placement Agent Warrants, and the Warrant Shares are covered by the Registration Statement and we understand that the Shares, the Placement Agent Warrants, and the Warrant Shares are to be offered, sold and issued in the manner described in the Prospectus. This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”).

 

For purposes of this opinion, we have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set forth below. In rendering our opinion, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.

 

 

 

Based upon and subject to the foregoing, we are of the opinion that (i) the Shares have been duly authorized and, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Prospectus and the Securities Purchase Agreements, will be validly issued, fully paid and non-assessable, (ii) the Placement Agent Warrants, when issued in accordance with the Placement Agency Agreement, will be valid and binding obligations of the Company, and (iii) the Warrant Shares have been duly authorized and, when issued by the Company upon the exercise of the Placement Agent Warrants, delivered and paid for in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.

 

The opinions expressed herein are limited to the Delaware General Corporation Law, as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

 

We consent to the filing of this opinion with the SEC as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on November 18, 2024, which is incorporated by reference in the Prospectus. We also consent to the reference of our firm under the caption “Legal Matters” in the Prospectus and in each case in any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 and Section 11 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC promulgated thereunder.

 

Very Truly Yours,
/s/Lucosky Brookman LLP
Lucosky Brookman LLP

 

 

 

 

 

Cover	Nov. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 18, 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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