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) December 30, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

CEO Second Amendment to Employment Agreement

 

As previously disclosed, on January 3, 2022, Quantum Computing Inc. (the “Company”) entered into an employment agreement, as amended on February 1, 2024 (the “McGann Employment Agreement”), with Dr. William J. McGann, the Company’s Chief Executive Officer.

 

On December 30, 2024, the Company and Dr. McGann entered into a Second Amendment to Employment Agreement (the “Second Amendment”). The Second Amendment made the following changes to the McGann Employment Agreement:

 

●

Term of Employment. The Second Amendment extends Dr. McGann’s original three-year term of employment ending January 3, 2025, through December 31, 2025.

 

●

Base Salary. The Second Amendment increases Dr. McGann’s annual base salary from $400,000 to $420,000, effective January 1, 2025.

 

●

Bonus. Pursuant to the Second Amendment, Dr. McGann will receive a minimum annual cash bonus of 5% of his annual base salary.

 

This Current Report on Form 8-K contains only a description of the material terms of the Second Amendment and does not purport to be a complete description of the rights and obligations of the parties to the Second Amendment, a copy of which is filed herewith as Exhibit 10.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
10.1		Second Amendment to Employment Agreement between Quantum Computing Inc. and William J. McGann, dated as of December 30, 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: December 31, 2024	By:	/s/ Christopher Boehmler
		Christopher Boehmler
		Chief Financial Officer

 

 

2

 

 

Exhibit 10.1

 

 

AMENDMENT 2 TO EMPLOYMENT AGREEMENT

 

Between

 

QUANTUM COMPUTING INC. and WILLIAM J. MCGANN

 

This Second Amendment to Employment Agreement (this “Second Amendment”) is made as of the 30th day of December 2024, between William J. McGann (the “Executive”) and Quantum Computing Inc. (the “Company”), and amends in certain respects that certain Employment Agreement dated as of January 3, 2022, as amended on February 1, 2024, between the Executive and the Company (the “Current Agreement”).

 

1. Amendments to Section 1. Section 1 of the Current Agreement is hereby amended to extend the term of employment through December 31, 2025.

 

2. Amendments to Section 3.1 Section 3.1 of the Current Agreement is hereby amended to increase the annualized salary by five percent (5%) to $420,000 per year effective January 1, 2025.

 

3. Amendments to Section 3.3 Section 3.3 of the Current Agreement is hereby amended to provide that Executive will receive a minimum annual cash bonus of five percent (5%).

 

4. No Other Amendments. The Current Agreement remains in full force and effect and is unamended except as explicitly set forth in this Second Amendment.

 

5. Counterparts. This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Copies of executed counterparts of this Second Amendment transmitted by electronic transmission (including by email or in .pdf format) or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures and shall be considered original executed counterparts of this Second Amendment.

 

IN WITNESS WHEREOF, each of the Executive and the Company has executed this Second Amendment as of the date first above written.

 

WILLIAM J. MCGANN			QUANTUM COMPUTING INC.
Signature:			Signature:
Typed Name: William McGann			Typed Name: Chris Boehmler
Title: Chief Executive Officer			Title: Chief Financial Officer
Date:			Date:

 

Cover	Dec. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 30, 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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