This quarterly report on Form 10-Q and other reports filed Quantum Computing, Inc. (the "Company" "we", "our", and "us") from time to time with the U.S. Securities and Exchange Commission (the "SEC") contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company's management as well as estimates and assumptions made by Company's management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words "anticipate," "believe," "estimate," "expect," "future," "intend," "plan," or the negative of these terms and similar expressions as they relate to the Company or the Company's management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, relating to the Company's industry, the Company's operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management's judgment in its application. There are also areas in which management's judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.





Overview


The Company is focused on providing full-stack quantum computing systems. We believe there is significant business opportunity in the quantum computing industry, and that the quantum computing has the potential to disrupt several global industries. Independent of when quantum computing delivers compelling performance advantage over classical computing, the software tools and applications necessary for accelerating real-world problems must be developed to deliver on quantum computing's full promise.

Quantum computing is a fundamentally new paradigm compared with conventional silicon-based computing, requiring a new and highly technical set of skills to create the software that will drive quantum results. Organizations seeking to gain advantage from the promise of quantum technology must acquire and develop skills in quantum mechanics, mathematics and physics, and a deep knowledge of the ever-changing quantum hardware. The pool of people with those skills today is limited and in high demand.

In order to address the steep learning curve and highly particular skillset associated with quantum computing, the Company is developing "quantum ready" software applications and solutions for commercial and government entities looking to leverage the expected future performance of quantum computing. We are focused on being an enabler - creating software that provides the advantages of advanced computing hardware for forward-thinking clients.





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By reducing the barriers to adoption for commercial and government entities in using quantum computing technologies to solve their most complex problems, we believe our products will accelerate quantum technology adoption similar to the adoption curve that has been witnessed with artificial intelligence. To this end, we are leveraging our collective expertise in finance, computing, mathematics and physics to develop a suite of applications that may enable global industries to utilize quantum computers, quantum annealers and digital simulators to improve their processes, profitability, and security.

The Company's flagship software solution, Qatalyst, is the industry's only quantum application accelerator. It ensures that today's SMEs can continue to create and solve the complex computations demanded by organizations to optimize supply chains, logistics, emergency responses, clinical trials, and more. Qatalyst software masks the complexity of quantum programming via the Q API (Qatalyst Application Programming Interface), a powerful API comprised of six function calls for complex computations. Instead of spending months or years developing new applications and workflows requiring complex and extremely low-level coding, users or applications can submit a problem to Qatalyst after licensing the software, via the Q API. In practice, users have utilized Qatalyst's simple API and familiar constructs to solve their first complex problem within a week, as compared to the 6-12 months or more associated with writing a single quantum software program using vendor toolkits.

The Company is focused on solving real-world problems with Qatalyst, including supply chain and logistics optimization and crisis management, as well as community detection opportunities such as drug discovery and fraud detection.

The Company is actively partnering with quantum computing leaders in both hardware and software. As an Amazon AWS partner, the Company uses the AWS Braket service to connect to multiple quantum computers, including Rigetti, DWave, and IonQ. The same problem can be submitted to any of these QPUs or classical processing units (CPUs) with no need for API call changes. Users seamlessly can submit the same problem to diverse quantum computers (QPUs) to determine which QPU will provide the best answers to their complex problem.





Strategy


While the majority of the quantum computing market is focused on quantum computing hardware, the Company realized the traditional software development toolkit ("SDK") approach to creating quantum computing software is poorly suited for non-quantum experts, given the completely new programming paradigm.

This represents a significant barrier to entry for companies looking to leverage novel quantum computing capabilities for their business needs. Utilizing quantum computers for real-world problems requires an abstract blend of a wide range of computing and non-computing expertise, including:





    ?   Subject Matter Expertise (SME): As with any problem, the first step is for
        a business expert to rigorously define and describe what information
        and/or results the business requires.




    ?   Programming Excellence: In the classical computing world, a programmer
        will take the problem defined by a SME (subject matter expert) and
        implement it using standardized applications to run on the computer. In
        quantum computing, programmers are required to explicitly program it for
        the quantum computer they have access to, requiring a deep understanding
        of sophisticated areas of expertise as described below.




    ?   Mathematics: The problems that are attractive for being solved using
        quantum computers require significant mathematical expertise to a)
        optimize the data and problem for quantum computers, b) create the
        quantum-specific algorithms and formulas required to solve the problem, c)
        iterate upon the results in a way that optimizes the performance, cost and
        quality of result. Mathematics is at the core of the many steps involved
        in quantum computing for optimizing, compressing and applying algorithms
        to the data for obtaining truly optimal results.




    ?   Quantum Mechanics: Quantum computing demands deep knowledge of the
        principles driving the computing itself. Unlike classical computers which
        utilize 0 or 1 bits, quantum computers utilize qubits, which leverage
        concepts of quantum mechanics such as probabilistic computation,
        superposition, and entanglement. Experts much understand these concepts to
        create the algorithms necessary to solve problems on a quantum computer.
        They must know how to "map" problems and their associated data into
        problems that are optimized in the specific way required for a quantum
        computer to accept and process the problem.




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    ?   Quantum Hardware Knowledge: QPUs (Quantum Processing Units) require that
        programmers manage the configuration, actions, and overall operations of
        all the underlying circuits utilized in solving the problem. For example,
        the programming to configure and access QPUs is low level and extremely
        complicated. This coding is proprietary to each vendor's QPU idiosyncratic
        requirements, not to mention, unique to the specific count and version of
        QPUs in the system, right now. When the system is expended or a QPU
        upgraded, all the code has to be rewritten.



As one would expect given the dramatic differences in quantum computer hardware architectures currently under development, quantum software requires a dramatic shift from classic software. A user would have to literally have to create every single circuit, gate, algorithm, action and process in low level software. Moreover, the collective requirements imposed upon companies looking to utilize quantum computers can require a training period of a year or longer, even for a highly qualified subject matter expert. Consequently, the time, difficult and expense of hiring such a diverse and deeply knowledgeable team to create quantum applications and workflows limits any organization's ability to move forward quickly with the power of quantum computing.

The Company's strategic goals are as follows:





    1)  Deliver production-ready software and the required quantum hardware in the
        cloud that de-risks the shift to quantum computing and makes it simple and
        cost effective for organizations to begin leveraging quantum computing.




    2)  Empower SMEs and programmers to access the power of quantum computing
        without the prerequisite quantum expertise.




    3)  Eliminate the vendor lock-in created by the low-level coding required for
        individual QPUs by allowing users to freely select the best QPU for their
        specific problem with no low-level coding or programming changes.




    4)  Deliver the best performance results (speed, quality and diversity) at the
        lowest cost for our users.



Products and Products in Development





Qatalyst


Qatalyst is our answer to the current state of the quantum computing industry. As the industry's first publicly available Quantum Application Accelerator, Qatalyst enables developers to create and execute quantum-ready applications on conventional computers, while being ready to run on quantum computers where those systems achieve performance advantage. Qatalyst performs the complex problem transformations necessary to be executed on a variety of quantum platforms today, and users can call upon the same Qatalyst APIs (Application Programming Interfaces) to achieve optimization performance advantages on conventional computers using our cloud-based solution.

Qatalyst dramatically reduces the time-to-quality results and the associated costs for both conventional and quantum computers. Unlike more common toolsets that require deep level quantum expertise to build new quantum problems and workflows, Qatalyst is not a tool kit, but a complete platform. It accelerates performance and results on classic and quantum computers, with no additional quantum programming or quantum computing expertise required. This is why it is unique in its approach to the quantum computing industry. Instead of invoking a team of quantum specialists to transform an optimization problem, an SME or programmer submits their current problem via a software API to the Qatalyst cloud-based platform. Qatalyst manages the workflow, optimizations, and results, without any further intervention by the user. Qatalyst provides a unique advantage to reduce applications development risks and costs by eliminating the need for scarce high-end quantum programmers.





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Qatalyst is integrated with the Amazon Cloud BRAKET API, offering access to multiple Quantum Processing Units ("QPUs") including DWave, Rigetti, and IonQ. Qatalyst also integrates directly with IBM's QPUs.

By using Qatalyst, application developers can run their applications on any or all of the available QPUs by merely selecting which QPU they prefer to run on based on the desired performance results of the application. We believe this provides a substantial advantage over any other toolkit or platform in the market today. These advantages are significant not just for application developers but for any company that is considering using or exploring quantum computing technology for business applications.

Qatalyst also eliminates the need for the low-level hardware programming expertise required by toolkits. This programming is time consuming and must be updated constantly as QPUs evolve and change, resulting in significant development costs. Qatalyst automatically optimizes the same problem submitted by a SME for multiple Quantum and Conventional Processors. The SME or programmer selects one, or many, processing resources and the problem is submitted by Qatalyst. This is an enormous advantage over any tool set in the market today. These advantages are significant not just for application developers but for any company that is considering using or exploring quantum computing technology for business applications.

The Company's innovative Qatalyst software masks the complexity of quantum programming via the Q API, a powerful six call API that users can learn in a day. Instead of spending months or years developing new applications and workflows requiring complex and extremely low-level coding, users, workflows or applications can immediately submit a problem to Qatalyst within a day, using the same familiar constructs they use right now, via the Q API. Users have utilized Qatalyst's simple API and familiar constructs to solve their first complex problem within a week, as compared to the 6-12 months associated with quantum software toolkits.





Qatalyst Features


Today, SMEs can leverage the power of Qatalyst to solve high-value discrete optimization problems present in banking & finance, insurance underwriting, life sciences (bio/pharma), oil & gas, logistics & supply chain and cybersecurity. Currently, Qatalyst offers the following features:





    ?   Quantum-ready engines tuned for complex computations. These engines
        automatically optimize, submit, and iterate to return excellent, diverse
        results for supply chain and other constrained optimization problems.




    ?   Transparent abstraction from quantum hardware variance. Qatalyst
        eliminates the need to write low-level, assembly-type code to support
        different vendors' quantum hardware architectures, such as D-Wave,
        Rigetti, IBM and ION-Q. The same problem can run seamlessly across all
        quantum types and architectures.




    ?   Qatalyst Core: an engine that utilizes sophisticated mathematics, quantum
        transformation and iterative processing to find highly optimal answers
        across both classic and quantum computers. For example, LaGrange
        multipliers, which work to compress and simplify the problem prior to
        constraint optimization. The Core applies these advanced mathematical
        techniques, based on the type of problem and processing required.




    ?   QGraph: a powerful transformation engine that empowers SMEs to submit and
        analyze graph models as part of their complex optimizations. QGraph
        accepts familiar graph models and functions including Clique Cover,
        Community Detection and Partitioning.




    ?   QAmplify: a suite of quantum software technologies that expands the
        processing power of any current quantum computer by as much as twenty
        times. QAmplify is capable of supercharging any quantum computer to solve
        real-world realistic business problems, and is designed to work on gate
        model quantum computers as well as quantum annealers.

    ?   Qontrol: a portal that provides administrative management tools for user
        administration, request control, statuses and alerts. Qontrol also enables
        system administrators and users to import Qatalyst results into popular
        analysis applications such as Excel or Tableau.




Entropy Quantum Computer



The Entropy Quantum Computer (EQC) is based on the principal that photons are intrinsically stable. Quantization of stable, photonic states can be achieved by coupling to the noise and loss from the "vacuum fluctuations" in the quantum environment (The Entropy). This approach runs completely counter to those being developed with other atom / ion-based systems. The quantum vacuum states are ubiquitous and can be used to capture every possible outcome in a very large system with many configurations, simultaneously, making the approach ideal for fast and accurate computations in optimization problems. The EQC consists of a rich manifold of quantum states that are fully connected through quantum entanglement and allows for unprecedented problem-solving scale and speed.





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Reservoir Quantum Computer


Reservoir computing is a framework for computation derived from recurrent neural network theory, which maps input signals into higher dimensional computational spaces through the dynamics of a fixed, non-linear system called a reservoir. The input signal is fed into the reservoir, which is treated as a "black box". A simple readout mechanism is trained to read the state of the reservoir and convert it to the desired output. There are several key benefits to this framework. The first key benefit of this framework is that training is performed only at the readout stage, as the reservoir dynamics are fixed. This makes the data training process very fast, since there is no recursive back projection of trained data through the reservoir. The second is that the computational power of naturally available systems, both classical and quantum mechanical, can be conveniently utilized to reduce the effective computational cost.





Results of Operations


Three Months Ended June 30, 2022 vs. June 30, 2021





Revenues



                   For the Three Months           For the Three Months
                           Ended                          Ended
                       June 30, 2022                  June 30, 2021
(In thousands)      Amount            Mix      Amount             Mix           Change
Products                     0           0 %         0                   0 %          0 %
Services                65,484         100 %         0                   0 %        100 %
Total            $      65,484         100 %   $     0               100.0 %        100 %



Revenues for the three months ended June 30, 2022 were $65,484 as compared with $0 for the comparable prior year period. There is no revenue comparison for the comparable prior year period because the Company had not yet sold any products or services. Revenue in the current reporting period is derived from professional services provided to multiple commercial customers under multi-month contracts.





Cost of Revenues


Cost of revenues for the three months ended June 30, 2022 was $5,233 as compared with $0 for the comparable prior year period. There is no cost of revenues comparison for the comparable prior year period because the Company had not yet sold any products or services. Cost of revenues for the current reporting period consists primarily of salary expense.





Gross Margin


Gross margin for the three months ended June 30, 2022 was $60,251 or 92% as compared with 0% for the comparable prior year period. There is no gross margin comparison for the comparable prior year period because the Company had not yet sold any products or services.





Operating Expenses


Operating expenses for the three months ended June 30, 2022 were $4,868,615 as compared with $4,328,701for the comparable prior year period, an increase of $539,914 or 12%. The increase in operating expenses is due in large part to the $1,144,434 increase in legal expense related to investment transaction expenses, $849,878 increase in salary expense due to changes in the number and composition of staff, $457,714 increase in other SG&A costs, $284,752 increase in research and development expenses related primarily to hiring additional technical staff, $27,279 increase in consultant and professional services expense, and $2,224,143 decrease in stock-based compensation compared with the comparable prior year period.





Net Income (Loss)



Our net loss for the three months ended June 30, 2022 was $5,104,576 as compared with a net loss of $4,108,719 for the comparable prior year period, an increase of $995,857 or 24%. The increase in net loss is primarily due to the increase in operating expenses, noted above, as well as $329,375 increase in interest expense related to dividends and amortization of the Original Issue Discount for the Series A Convertible Preferred and Warrants recorded during the three months ended June 30, 2022 compared with interest expense of $0 during the comparable prior year period, and $218,371 decrease in other income associated with the forgiveness of the SBA PPP Loan during the three months ended June 30th, 2021.





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Six Months Ended June 30, 2022 vs. June 30, 2021





Revenues



                    For the Six Months Ended             For the Six Months Ended
                          June 30, 2022                       June 30, 2021
(In thousands)      Amount               Mix         Amount                Mix            Change

Products                     0                 0 %         0                        0 %         0 %
Services         $      96,724             100.0 %         0                        0 %         0 %
Total            $      96,724             100.0 %   $     0                    100.0 %         0 %



Revenues for the six months ended June 30, 2022 were $96,724 as compared with $0 for the comparable prior year period. There is no revenue comparison for the comparable prior year period because the Company had not yet sold any products or services. Revenue in the current reporting period is derived from professional services provided to multiple commercial customers under multi-month contracts.





Cost of Revenues


Cost of revenues for the six months ended June 30, 2022 was $16,800 as compared with $0 for the comparable prior year period. There is no cost of revenues comparison for the comparable prior year period because the Company had not yet sold any products or services. Cost of revenues for the current reporting period consists primarily of salary expense.





Gross Margin


Gross margin for the six months ended June 30, 2022 was $79,924 or 83% as compared with $0 for the comparable prior year period. There is no gross margin comparison for the comparable prior year period because the Company had not yet sold any products or services.





Operating Expenses


Operating expenses for the six months ended June 30, 2022 were $11,597,219 as compared with $7,721,830 for the comparable prior year period, an increase of $3,875,388 or 50%. The increase in operating expenses is due to the $692,894 increase in research and development expenses and a $1,121,509 decrease in stock-based compensation expense in the first half of 2022 compared with the comparable period in 2021. In addition, changes in the number and composition of staff resulted in a $1,727,636 increase in salary and benefit expenses, $607,785 increase in other SG&A costs and a $85,691 increase in consulting expenses compared to the comparable prior year period, largely related to an increased focus on sales and marketing. There was an increase in legal fees of $1,882,891 in the six months ended June 30, 2022 compared with the comparable period in 2021 due to the costs of the merger with QPhoton.





Net Income (Loss)


Our net loss for the six months ended June 30, 2022 was $12,238,268 as compared with a net loss of $7,500,466 for the comparable prior year period, an increase of $4,737,802 or 63%. The increase in net loss is primarily due to the increase in operating expenses, noted above, as well as $765,000 increase in interest expense related to dividends and amortization of the Original Issue Discount for the Series A Convertible Preferred and Warrants recorded during the six months ended June 30, 2022 compared with interest expense of $0 during the comparable prior year period, and $218,371 decrease in other income associated with the forgiveness of the SBA PPP Loan during the three months ended June 30th, 2021.

Liquidity and Capital Resources

Since commencing operations as Quantum Computing in February 2018, the Company has raised $27,759,904 through private placement of equity and $5,133,000 through private placements of Convertible Promissory Notes for a total of $32,892,904 in new investment. The Company has no lines of credit, and no long-term debt obligations outstanding. As of June 30, 2022, the Company had cash and equivalents of $on hand.





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The following table summarizes total current assets, liabilities and working capital at June 30, 2022, compared to December 31, 2021:





                             June 30,       December 31,
                               2022             2021           Increase/(Decrease)
Current Assets              $ 7,250,401     $  17,221,654     $          (9,971,253 )
Current Liabilities         $ 1,298,851     $   1,082,298     $             216,553
Working Capital (Deficit)   $ 5,951,550     $  16,139,357     $         (10,187,807 )



At June 30, 2022, we had working capital of $5,951,550 as compared to working capital of $16,139,357 at December 31, 2021, a decrease of $10,187,807. The decrease in working capital is primarily attributable to the use of cash to pay for operating expenses, capital investments, including the Note Purchase Agreement with QPhoton, and the costs relating to the merger with QPhoton.

Net Cash

Net cash used in operating activities for the six months ended June 30, 2022 and 2021 was $8,571,484 and $2,675,458, respectively. The net loss for the six months ended June 30, 2022 and 2021, was $12,238,268 and $7,500,466, respectively.

Net cash used in investing activities for the six months ended June 30, 2022 and 2021 were $84,826,997 and $7,152. The increase in investment in the current period is due to the merger with QPhoton.

Net cash provided by financing activities for the six months ended June 30, 2022 was $83,402,617 compared with $111,658 during the same period of 2021. Cash flows provided in financing activities during the six months ended June 30, 2022 were attributable to the acquisition of QPhoton and the amortization of the original issue discount for the Series A Convertible Preferred stock. The cash flow provided by financing activities during the period ended June 30, 2021 was primarily attributable to issuance of common stock for the exercise of options and the exercise of warrants.

Previously, we have funded our operations primarily through the sale of our equity (or equity linked) and debt securities. During the first six months of 2022, we have funded our operations primarily through the use of cash on hand. As of July 31, 2022, we had cash on hand of approximately $5,923,636. We have approximately $68,602 in monthly lease and other mandatory payments, not including payroll, employee benefits and ordinary expenses which are due monthly.

On a long-term basis, our liquidity is dependent on continuation and expansion of operations and receipt of revenues. Demand for the products and services will be dependent on, among other things, market acceptance of our products and services, the technology market in general, and general economic conditions, which are cyclical in nature. In as much as a major portion of our activities will be the receipt of revenues from the sales of our products, our business operations may be adversely affected by our competitors and prolonged recession periods.

Critical Accounting Policies and Estimates

Certain of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our condensed consolidated financial statements. In applying these policies, our management uses judgment to determine the appropriate assumptions to be used in the determination of estimates. Those estimates are based on our historical experience, terms of existing contracts, our observance of market trends, information provided by our strategic partners and information available from other outside sources, as appropriate. Actual results may differ significantly from the estimates contained in our condensed consolidated financial statements.

We have identified the accounting policies below as critical to our business operations and the understanding of our results of operations.





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Revenue


The Company recognizes revenue in accordance with ASC 606 - Revenue from Contracts with Customers. Revenue from time and materials-based contracts is recognized as the direct hours worked during the period times the contractual hourly rate, plus direct materials and other direct costs as appropriate, plus negotiated materials handling burdens, if any. Revenue from units-based contracts is recognized as the number of units delivered or performed during the period times the contractual unit price. Revenue from fixed price contracts is recognized as work is performed with estimated profits recorded on a percentage of completion basis. The Company has no cost reimbursement ("cost-plus") type contracts at this time.

Off Balance Sheet Arrangements

During the six months ended June 30, 2022 and for fiscal 2021, we did not engage in any material off-balance sheet activities or have any relationships or arrangements with unconsolidated entities established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide additional funding to any such entities.

Critical Accounting Estimates

We have identified the following critical accounting estimates. An accounting estimate is "critical" if it (a) requires Company management to make assumptions about matters that are highly uncertain at the time of the estimate, and also (b) Company management reasonably could have used different estimates in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on the presentation of the Company's financial condition, changes in financial condition or results of operations.

The Company uses the Black-Scholes model to calculate the fair value of stock options and derivatives. The Black-Scholes model, developed in 1973, is a differential equation which requires five input variables, the strike price of an option, the current stock price, the time to expiration, the risk-free rate, and the volatility of the Company common stock. The Black-Scholes model is widely used for pricing options but it does rely on certain assumptions about the market which may not be correct over time. Specifically,

? No dividends are paid out during the life of the option.

? Markets are random (i.e., market movements cannot be predicted).

? There are no transaction costs in buying the option.

? The risk-free rate and volatility of the underlying asset are known and

constant.

? The returns of the underlying asset are normally distributed.

? The option is European and can only be exercised at expiration.

To the extent that any of these assumptions is not correct, that could result in the over or under pricing of the stock options involved. The assumption that the risk-free rate (the Company uses the one-year US Treasury Bill rate as a proxy for the risk-free rate) can vary over time, and if the T-Bill rate varies substantially over the life of the stock option that could affect the pricing. Similarly, the volatility of the Company's common stock, also known as the Beta, has moved within a limited range over the past year, but the volatility of any security can change over time, which would affect the option pricing calculation. Another critical estimate relating to option pricing is the default rate, which means the estimate of granted options that will either expire unexercised, or be forfeited, over the life of the stock options. If the Company's estimate of the default rate turns out to be substantially different from the actual, experienced default rate, that could result in over or under estimating the total option expense.

The Black-Scholes model is not the only available approach for pricing stock options, the Company could have used a Binomial pricing model or a Monte Carlo simulation model. However, there is no assurance that either a Binomial or Monte Carlo pricing approach would be more accurate than the Black-Scholes model over time. Moreover, both the Binomial model, which calculates the price of an option at each point in time during the option period, or the Monte Carlo model, which simulates the possible movements in future stock prices and uses them to calculate the option value, rely on critical assumptions. The Binomial model assumes that stock markets are perfectly efficient, which may not hold for all periods of time. The Monte Carlo simulation model assumes changes in stock prices over time cannot be predicted from the historical trends (known as a "random walk"), which also may not hold for all periods.

Another area of critical accounting estimates involves determining the fair market value and useful life of the intangible assets acquired by the Company through the merger with QPhoton. In the absence of market pricing for the intangible assets, the Company relied on comparison with similar transactions to arrive at estimates of value as well as useful life. The Company will perform periodic assessments of the intangible assets for impairment, but if any of the initial estimates are incorrect, that could result in a calculation of amortization expense that is too high or too low.





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