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MarketScreener Homepage  >  Equities  >  OTC Bulletin Board - Other OTC  >  Quantum Computing Inc.    QUBT

QUANTUM COMPUTING INC.

(QUBT)
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QUANTUM COMPUTING INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

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08/03/2020 | 04:05pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

On July 28, 2020 (the "Execution Date"), Quantum Computing Inc., a Delaware corporation (the "Company"), consummated the initial closing ("Initial Closing") of a private placement offering (the "Offering") whereby the Company entered into a Subscription Agreement (the "Subscription Agreement") with two accredited investors (the "Investors"), pursuant to which the Investors purchased shares of the Company's common stock, par value $0.0001 per share, in the aggregate amount of $330,000, for a total of 330,000 shares of Common Stock (the "Common Stock"), and Warrants to purchase 165,000 shares of Common Stock (the "Warrants", and together with the Common Stock, the "Units") at a purchase price of $1.00 per Unit (the "Purchase Price").

Pursuant to the Subscription Agreements, each Investor is entitled to 50% Warrant coverage, such that the Investor received one Warrant for every two shares of Common Stock purchased. The Warrants are exercisable at a price of $2.00 per share, subject to adjustment from the date of issuance through July 28, 2023.

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Subscription Agreement and the Warrants, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Subscription Agreement and the Warrants, the forms of which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an

          Off-Balance Sheet Arrangement of a Registrant.



The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Common Stock and the shares issuable pursuant to the Warrants were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a "public offering," as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the investor had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since the investor agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.



-1-

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.



On July 24, 2020, the Company entered into Restricted Stock Agreements (the "Restricted Stock Agreements") with certain of its directors and officers, listed in the table below (each, a "Grantee" and together, the "Grantees"), pursuant to the 2019 Quantum Computing Inc. Equity and Incentive Plan (the "Incentive Plan"). Pursuant to the terms of the Restricted Stock Agreements, the stock grants are one hundred percent (100%) vested as of the date of grant, but are subject to the Company's right to recoup or "clawback" a portion of the shares if the Grantee terminates their employment prior to the second anniversary of the date of grant, in accordance with the following schedule: (i) the Company can recoup 100% of the shares until May 31, 2021, and (ii) the Company can recoup 50% of the shares between June 1, 2021 and May 31, 2022. As of June 1, 2022, the Company has no further recoupment rights to the shares. The stock grants are also subject to LockUp agreements for three years from the Grantee's date of employment. The Lock Up Agreements preclude the Grantees from selling, granting, lending, pledging, offering or in any way, directly or indirectly disposing of the shares in the Restricted Stock Agreements. The shares were granted at $2.45 per share.



    Name of Grantee                          Position                     Number of Options
Robert Liscouski           Chairman, Chief Executive Officer, President        400,000
Christopher Roberts        Chief Financial Officer, Director                   400,000

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.




Exhibit Number   Description
10.1               Form Subscription Agreement
10.2               Form Warrant




-2-

© Edgar Online, source Glimpses


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Financials (USD)
Sales 2019 - - -
Net income 2019 -8,38 M - -
Net Debt 2019 1,51 M - -
P/E ratio 2019 -2,64x
Yield 2019 -
Capitalization 69,2 M 69,2 M -
EV / Sales 2018 -
EV / Sales 2019 -
Nbr of Employees 7
Free-Float 48,2%
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Income Statement Evolution
Managers
NameTitle
Robert P. Liscouski Chairman, President & Chief Executive Officer
Christopher B. Roberts Chief Financial Officer & Director
Michael Booth Chief Technology Officer
Bertrand Velge Independent Director
Justin Schreiber Independent Director
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