Item 8.01. Other Events.
As previously disclosed in a Form 8-K filed on May 23, 2022 (the "May 2022 8-K")
by Quantum Computing Inc. (the "Company"), on May 19, 2022, the Company, Project
Alpha Merger Sub I, Inc., a Delaware corporation ("Merger Sub I"), Project Alpha
Merger Sub II, LLC, a Delaware limited liability company ("Merger Sub II" and,
together with Merger Sub I, the "Merger Subs"), QPhoton, Inc., a Delaware
corporation ("QPhoton"), and Yuping Huang, the principal stockholder of QPhoton
("Mr. Huang"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which the Company agreed to acquire QPhoton through a
series of merger transactions (collectively with the other transactions
contemplated by the Merger Agreement, the "Transactions").
As also disclosed in the May 2022 8-K, in connection with the conditions to the
closing of the Transaction, the Company agreed to use reasonable best efforts to
take all actions necessary to obtain a final non-appealable order from the Court
of Chancery of the State of Delaware pursuant to Section 205 of the General
Corporation Law of the State of Delaware (the "DGCL") validating and declaring
effective in all material respects certain specified corporate acts previously
taken by the Company and its predecessor that may have been the subject of a
failure of authorization (as defined in Section 204 of the DGCL) and certain
subsequent corporate acts (the "Section 205 Order"). The Company agreed to take
these measures as a result of the identification of potential technical defects
in the authorization of the conversion of the Company from a North Carolina
corporation to a Delaware corporation and other corporate acts, including in
relation to the form and manner in which consents of the board of directors and
stockholders were executed and delivered as well as potential administrative or
clerical defects or potential non-conformity with technical requirements under
the North Carolina Business Corporations Act or the DGCL.
On June 6, 2022 the Court of Chancery of the State of Delaware issued the
Section 205 Order validating and declaring effective, among other items, the
authorization of the conversion of the Company from a North Carolina corporation
to a Delaware corporation and other acts taken by the Company, including with
respect to the composition of its board of directors.
The Company believes that the Section 205 Order confirms its organization,
capitalization, board composition and internal governance documents, processes
and procedures in a manner that gives effect to the expectations of its
directors, officers, stockholders, other investors and constituents.
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