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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