Item 3.02 Unregistered Sales of Equity Securities.
On January 21, 2021, Quantum Computing Inc., a Delaware corporation (the
"Company"), issued (i) an aggregate of 500,000 shares of common stock of the
Company, par value $0.0001 per share (the "Common Stock"), to two members of the
board of directors of the Company (the "Board"), as compensation for services
rendered in their capacity as members of the Board since 2018 (the "Stock
Compensation"); (ii) 893,000 shares of common stock to Mr. Bernard Velge, a
member of the Board, pursuant to the conversion by Mr. Velge of a convertible
promissory note with an outstanding balance of $893,000 including principal and
interest, issued to Mr. Velge on August 17, 2018 (the "Note"); and (iii) 616,273
shares of common stock pursuant to the cashless exercise of outstanding
warrants.
The shares of Common Stock issued in connection with the Stock Compensation, the
Note and exercise of the warrants, were not registered under the Securities Act,
but were issued in reliance on the exemption from registration set forth in
Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D
thereunder.
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