Item 1.01 Entry into a Material Definitive Agreement.
From December 24, 2020 through December 31, 2020, Quantum Computing Inc., a
Delaware corporation (the "Company"), consummated the final closings (the "Final
Closings") of a previously announced private placement offering (the "Offering")
whereby the Company entered into Subscription Agreements (the "Subscription
Agreements") with 38 accredited investors (the "Investors"). Through the Final
Closings, Investors purchased and the Company issued to the Investors 985,501
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 $2,463,752.50.
The aggregate gross proceeds to the Company from the Offering is $12,414,449.
HP Securities Inc. acted as an advisor in connection with the Offering and
received cash compensation equal to $100,250.00.
Falcon Capital Partners Limited acted as an advisor in connection with the
Offering to non-U.S. persons pursuant to Regulation S of the Securities Act of
1933, as amended, and received: (i) cash compensation equal to $1,103,033.88;
(ii) 256,252 shares of Common Stock (the "Stock Compensation"); and (iii)
384,378 warrants (the "Warrants") to purchase shares of Common Stock. The
Warrants are exercisable for a term of five-years from the date of issuance, at
an exercise price of $3.00 per share.
The Company paid fees of $100,250 to a registered broker dealer for their
assistance in raising funds from US Persons.
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. On December 31, 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. As
of December 31, 2020, the Company had 26,023,418 shares of common stock issued
and outstanding. The Shares, the Common Stock underlying the Stock Compensation,
and the Common Stock underlying 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 and Regulation S thereunder. 223,501 of the Shares were issued to
20 non-U.S. persons and 762,000 shares were issued to 18 U.S. 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)© Edgar Online, source Glimpses
QUANTUM COMPUTING INC. 
