Quantum Computing, Inc. (NasdaqCM:QUBT) agreed to acquire QPhoton, Inc. from Yupin Huang and others on May 18, 2022. he consideration to be paid to the stockholders of QPhoton consists of 5,802,206 shares of the Company's common stock, par value $0.0001 per share; 2,377,028 shares of a new series of the Company's preferred stock, par value $0.0001 per share, to be designated Series B convertible preferred stock and warrants to purchase up to 7,028,337 shares of Common Stock at an exercise price of $0.0001 per share. Each share of Series B Preferred Stock will initially be convertible into ten shares of Common Stock and the Warrants will be exercisable commencing upon issuance at the closing and will expire five years from the date of issuance. 175,035 of the shares of Series B Preferred Stock to be issued to Yupin Huang as part of the Merger Consideration will be held in escrow for six months following the closing. The deal will be subject to the following conditions; QPhoton Stockholder Approval; Hart-Scott-Rodino Antitrust clearances; filing and acceptance of Certificate of Designation by the Secretary of State of the State of Delaware; Receipt of the Section 205 Order; All members of QPhoton's board of directors, other than those identified in the Merger Agreement as continuing directors, will have resigned from such position. The Board of Directors of Quantum Computing, Inc. has unanimously approved the transaction and the Board of Directors of QPhoton, Inc. has approved the deal. On May 20, 2022, certain securityholders of QPhoton holding more than 50% of the outstanding shares of QPhoton common stock entered into a Stockholder Support Agreement with the Company, pursuant to which, they agreed to vote their shares in favor of the Merger Agreement and the Transactions. Frank Cannone and Peter Flagel of Gibbons P.C. acted as legal advisors to QPhoton, Inc.
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.

Quantum Computing, Inc. (NasdaqCM:QUBT) completed the acquisition of QPhoton, Inc. on June 16, 2022.