QUANTUM COMPUTING INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

From October 27, 2020, through December 7, 2020, Quantum Computing Inc., a Delaware corporation (the "Company"), consummated multiple closings (the "Initial Closings") of a private placement offering (the "Offering") whereby the Company entered into a Subscription Agreement (the "Subscription Agreement") with 123 accredited investors (the "Investors"). Through the Initial Closings, the Investors purchased and the Company issued to the Investors 1,851,100 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock") at a purchase price of $2.50 per share, resulting in gross proceeds to the company of $4,252,750.

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 does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the full text of the Subscription Agreement, the form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

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. As of November 11, 2020, there were 17,790,875 shares of Common Stock outstanding. In connection with the Offering, on December 2, 2020, the number of shares of unregistered Common Stock outstanding had increased by more than 5% since the last reported number of shares of Common Stock outstanding. The Shares 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 and Regulation S thereunder. All of the Shares were issued to 123 non-U.S. persons .

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.




Exhibit Number   Description
10.1               Form Subscription Agreement




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