Item 1.01 Entry into a Material Definitive Agreement.

From December 19, 2020 through December 22, 2020, Quantum Computing Inc., a Delaware corporation (the "Company"), consummated interim closings (the "Interim Closings") of a previously announced private placement offering (the "Offering") whereby the Company entered into Subscription Agreements (the "Subscription Agreements") with 68 accredited investors (the "Investors"). Through the Interim Closings, Investors purchased and the Company issued to the Investors 1,280,179 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 $3,200,448. On December 22, 2020, the Company also converted $209,000 principal amount of convertible promissory notes to 2,090,000 shares of the Company's Common Stock.

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Subscription Agreements, 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 December 24, 2020, there were 24,689,022 shares of Common Stock outstanding. In connection with the Offering, on December 22, 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. 881,179 of the Shares were issued to 58 non-U.S. persons and 399,000 shares were issued to ten US persons.

Item 9.01. Financial Statements and Exhibits.





 (d) Exhibits.




Exhibit
Number    Description
10.1        Form Subscription Agreement (incorporated by reference to Exhibit 10.1
          filed with the Company's Current Report on Form 8-K filed on December 8,
          2020)

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