As filed with the U.S. Securities and ExchangeCommission on July 3, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIESACT OF 1933
QUANTUM COMPUTING INC.
(Exact name of registrant as specified in itscharter)
| Delaware | 3571 | 82-4533053 | ||
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
5 Marine View Plaza, Suite 214
Hoboken, NJ 07030
(703) 436-2161
(Address, including zip code, and telephonenumber including
area code, of Registrant’s principal executive offices)
Dr. Yuping Huang, Interim Chief Executive Officer
Quantum Computing Inc.
5 Marine View Plaza, Suite 214
Hoboken, NJ 07030
(703) 436-2161
(Name, address, including zip code, and telephonenumber
including area code, of agent for service)
With copies to:
| Joseph M. Lucosky, Esq. Lawrence Metelitsa, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830 Tel. No.: (732) 395-4400 Fax No.: (732) 395-4401 |
Approximate date of commencement of proposedsale to the public: From time to time after this Registration Statement is declared effective.
If any of the securities being registered on thisForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒
If this Form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ | ||
If an emerging growth company, indicate by checkmarkif the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registrationstatement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), maydetermine.
The information in thisprospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securitiesand Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buythese securities in any jurisdiction where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION | DATED JULY 3, 2025 |
Quantum Computing Inc.
14,035,089 Shares of Common Stock
This prospectus relates to the offering and resaleby the Selling Stockholder identified herein of up to 14,035,089 shares of common stock, $0.0001 par value (“Common Stock”)of Quantum Computing Inc. (the “Company”), which consists of 14,035,089 shares of Common Stock (the “Placement Shares”)issued to the investors (the “Selling Stockholders”) of the Placement (as defined herein), pursuant to those certain PurchaseAgreements (as defined herein), dated June 22, 2025.
The Selling Stockholders may from time to timesell, transfer or otherwise dispose of any or all of the securities in a number of different ways and at varying prices. See “Planof Distribution” beginning on page 12 of this prospectus for more information.
We are not selling any shares of Common Stockin this offering, and we will not receive any proceeds from the sale of shares by the Selling Stockholders.
Our Common Stock is currently quoted on the Nasdaq Capital Market (“Nasdaq”)under the symbol “QUBT.” On June 30, 2025, the closing price as reported on the Nasdaq was $19.17 per share.
The Selling Stockholders may offer all or partof the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privatelynegotiated prices.
This prospectus provides a general descriptionof the securities being offered. You should this prospectus and the registration statement of which it forms a part before you investin any securities.
Investing in our securities involves ahigh degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of information thatshould be considered in connection with an investment in our securities.
You should rely only on the information containedin this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.
Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.
The date of this prospectus is [●], 2025.
TABLE OF CONTENTS
You may only rely on the information containedin this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectusdoes not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock offered by this prospectus.This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock in any circumstances in whichsuch offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall,under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus is correctas of any time after its date.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements.Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the factthat they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties and includestatements regarding, among other things, our projected revenue growth and profitability, our growth strategies and opportunity, anticipatedtrends in our market and our anticipated needs for working capital. They are generally identifiable by use of the words “may,”“will,” “should,” “anticipate,” “estimate,” “plans,” “potential,”“projects,” “continuing,” “ongoing,” “expects,” “management believes,” “webelieve,” “we intend” or the negative of these words or other variations on these words or comparable terminology. Thesestatements may be found under the sections entitled “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations” and “Business,” as well as in this prospectus generally. In particular, these include statements relatingto future actions, prospective products, market acceptance, future performance or results of current and anticipated products, sales efforts,expenses, and the outcome of contingencies such as legal proceedings and financial results.
Examples of forward-looking statements in thisprospectus include, but are not limited to, our expectations regarding our business strategy, business prospects, operating results, operatingexpenses, working capital, liquidity and capital expenditure requirements. Important assumptions relating to the forward-looking statementsinclude, among others, assumptions regarding demand for our products, the cost, terms and availability of components, pricing levels,the timing and cost of capital expenditures, competitive conditions and general economic conditions. These statements are based on ourmanagement’s expectations, beliefs and assumptions concerning future events affecting us, which in turn are based on currently availableinformation. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-lookingstatements are reasonable, our expectations may prove to be incorrect.
Important factors that could cause actual resultsto differ materially from the results and events anticipated or implied by such forward-looking statements include, but are not limitedto:
| ● | changes in the market acceptance of our products; | |
| ● | increased levels of competition; | |
| ● | changes in political, economic or regulatory conditions generally and in the markets in which we operate; | |
| ● | our relationships with our key customers; | |
| ● | our ability to retain and attract senior management and other key employees; | |
| ● | our ability to quickly and effectively respond to new technological developments; | |
| ● | our ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; and | |
| ● | other risks, including those described in the “Risk Factors” discussion of this prospectus. |
We operate in a very competitive and rapidly changingenvironment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impactof all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those containedin any forward-looking statement. The forward-looking statements in this prospectus are based on assumptions management believes are reasonable.However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-lookingstatements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaimany obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise.
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This summary highlights selected informationappearing elsewhere in this prospectus. While this summary highlights what we consider to be important information about us, you shouldcarefully read this entire prospectus before investing in our Common Stock, especially the risks and other information we discuss underthe headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation”and our consolidated financial statements and related notes incorporated by reference herein. Our fiscal year end is December 31 and ourfiscal years ended December 31, 2023 and 2024 are sometimes referred to herein as fiscal years 2023 and 2024, respectively. Some of thestatements made in this prospectus discuss future events and developments, including our future strategy and our ability to generate revenue,income and cash flow. These forward-looking statements involve risks and uncertainties which could cause actual results to differ materiallyfrom those contemplated in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements”. Unlessotherwise indicated or the context requires otherwise, the words “we,” “us,” “our”, the “Company,”“our Company,” “QCi” and “QUBT,” refer to Quantum Computing Inc., a Delaware corporation, and unlessthe context indicates otherwise, also includes our wholly-owned subsidiaries.
The High-Performance Computing Landscape
There is a large and growing demand for ever-increasingcomputational performance in information processing and data storage. The recent emergence of artificial intelligence, large languagemodels, and machine learning algorithms has added to the need for efficient processing of vast volumes of data. Classical computers thatuse silicon microprocessors are understood to have performance limitations in solving certain classes of computational problems, in particular,optimization problems. Solving large optimization problems requires complex calculations that cannot currently be performed in a reasonableamount of time using classical computing systems for problem sizes relevant to many industrial and real-world applications.
There is a growing belief among computer scienceexperts that quantum computing, which uses quantum mechanics to solve problems faster than traditional computers, may offer a potentialsolution to the hard limits now being approached by classical computers. In addition to new computational methodologies using quantummechanics, there is a corresponding emergence of new materials in microprocessors that may be able to overcome some of the limitationsof the silicon based processors used in classical computers. One promising area is in the use of photonics, which uses particles of lightfor computation. We believe that these emerging approaches will create an opportunity for new materials and methods that can meet thegrowing demand for scalable performance and power efficiency. While it is difficult to determine the date that quantum computers willbegin to have practical relevance, we believe that quantum computers with gradually increasing performance will be introduced by multiplevendors over the next five years.
The Company
Quantum Computing Inc. is an American companyutilizing integrated photonics and non-linear quantum optics to develop and deliver machines for quantum computing, reservoir computing,and remote sensing, imaging and cybersecurity applications. Our vision is to lead the revolution in photonics and quantum computing withscalable, accessible, and affordable solutions for real-world problems. QCi’s products are designed to operate at room temperatureand at very low power levels compared to other quantum systems currently available in the market, such as superconducting, ion-trap, orannealing architectures. Our acquisition of QPhoton, Inc. (the “QPhoton Merger”) in June 2022, enabled us to offer the aforementionedproducts, integrated with the Company’s software platform, Qatalyst, that existed before the QPhoton Merger.
QCi’s proprietary core technology restsin our ability to condition, manipulate, and measure single photons (particles of light). Specifically, our integrated photonics approachexploits the non-linear capabilities of photons (our “Core Photonics Technology”). Our Entropy Quantum Computer (“EQC”)is a quantum application of our Core Photonics Technology, designed to solve complex optimization problems. EQC is based on a patent-pendingmethodology that utilizes the energy in the environment to drive controlled feedback through energy loss in a photonic circuit architecture.The EQC’s use of the environment as an integral part of the system is in sharp contrast to competing quantum approaches, includingthe aforementioned superconducting, trapped-ion, and annealing architectures, which seek to establish stable quantum states by the completeelimination of environmental effects. As a result, the EQC consumes less power than these competing methods and operates at room temperaturemaking it compatible with an ordinary server room environment. We anticipate that our EQC will enable us to develop and produce multiplegenerations of quantum machines with increasing computational power, scalability, and speed.
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Our longer-term product development plan is to migrate product designsbased on discrete components, including EQC’s current design, to a set of optical integrated circuits built on wafers using a crystallinematerial called lithium niobate (“Thin Film Lithium Niobate” or “TFLN”). The Company believes that TFLN is anexcellent material for optical integrated circuit design, given its advantageous optical properties (linear, non-linear and electro-optic)and its compatibility with silicon-based semiconductor fabrication methods. In March of 2025, the Company substantially completed thebuildout of a state-of-the-art TFLN chip manufacturing facility in a leased space within Arizona State University’s Research Parkin Tempe, Arizona (the “AZ Chips Facility”).
In addition to our EQC technology, we have leveragedQCi’s core photonics technology to demonstrate powerful quantum sensing use cases in LIDAR (light detection and ranging) (a technologythat uses pulsed laser light to measure distances to objects by calculating the time it takes for the reflected light to return), reservoircomputing (a form of neural network that can be used in machine learning applications and quantum cyber authentication (a method for highlysecure communication within a network). Several of these technologies are in the early stages of commercialization and several are availableto customers through our research & development offerings.
Our Strategy
QCi’s strategy is to provide a rangeof accessible and affordable quantum machines to commercial and government markets, supported by professional services through our“Quantum Solutions” offering. Our proprietary technology is central to our strategy because we believe that it enablesus to leverage the advantages of size, weight, power, and cost over competing cryogenic computing products. We further differentiateourselves in the market by offering, in addition to cloud-based access to our quantum computers, on-premises installation of our EQCproduct, which is rack-mountable and compatible with standard server room infrastructure and requires no special cooling, shielding,or power considerations.
Further, our EQC development plan to graduallyreplace discrete optical components with photonic integrated circuits will provide us the ability to fabricate and sell a range of customlithium niobate chips for use in our own product lines as well as TFLN Optical Chips, as defined below, for sale into existing commercialmarkets for optical devices.
Market Opportunity
The Company believes that quantum solutions havethe potential to bring significant and increasing advances in the fields of medicine, engineering, autonomous vehicles, energy management,and cybersecurity and that the demand for quantum computing in these market sectors will likely outpace and outperform the general-purposeuniversal computing market in the near- to mid-term and into the foreseeable future. We believe that our core photonics technology applicationsoffer practical, cost-effective solutions that can materially advance the adoption of quantum machines across several market segmentsincluding:
| 1. | Quantum computing, including quantum optimization computing |
| 2. | Reservoir computing, including edge hardware devices |
| 3. | Remote sensing and imaging, including LiDAR and quantum photonic vibrometry |
| 4. | Cybersecurity, including authentication |
While the current quantum computing market comprisesa fraction of the broader high-performance computing market, we anticipate that quantum computers will unlock new applications that areunlikely to be addressable by existing high-performance computers comprised of leveraging classical processing units. Estimates of thesize of the global high-performance computing industry vary, but according to Grand View Research, the high-performance computing marketwas valued at $39.1 billion in 2019 and is expected to reach a value of $53.6 billion by 2027, see Grand View Research - HighPerformance Computing Market Size Worth $53.6 Billion By 2027, https://www.grandviewresearch.com/press-release/global-high-performance-computing-hpc-marketAccording to a report from Allied Market Research, the global enterprise quantum computing market size was valued at $1.3 billion in 2020and is projected to reach $18.3 billion by 2030, growing at a compound annual growth rate of 29.7% from 2021 to 2030, according to a publishedreport on the enterprise quantum computing market at https://www.alliedmarketresearch.com/enterprise-quantum-computing-market (Informationcontained on, or that can be accessed through, these websites is not incorporated by reference in this Annual Report, and you should notconsider information on these websites to be part of this Annual Report).
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As an early participant in this rapidly growingmarket, we believe we are well-positioned to capture a meaningful amount of this growth. We also believe that there is further potentialupside from quantum computing and technology more broadly opening new markets not included in traditional high-performance computing marketsize estimates.
Additionally, we believe that our foundry servicesoffering will address the growing TFLN market and photonic integrated circuit markets. A recent Market Research Reports: DocumentID: LPI08232779; Published August 8, 2023 “Thin Film Lithium Niobate Market Forecast 2023 - 2029,” indicatesa significant potential market growth for TFLN devices. The study covers use applications and segments that forecast the global TFLN electro-opticalmodulator market, valued at $190.4 million in 2022, to grow an estimated $1,931.3 million by 2029 - a compound annual growth rate of 39percent. The report further describes how such increase in demand is expected to be principally driven by the material advantages describedabove. Specifically, TFLN electro-optical modulators have the advantages of large bandwidth, low power consumption, and small size. Further,Mordor Intelligence published a market report, “Photonic Integrated Circuit Market Size & Share Analysis - Growth Trends& Forecasts (2024 - 2029)” forecasts that the photonic integrated circuit (PIC) market, currently valued at $15.1 billion,will grow at a compound annual growth rate of 20.5% to $38.4 billion in 2029. We believe that this suggests significant potential demandfor QCi’s products and services.
Products and Products in Development
The Company believes it is well-positioned inthe marketplace due to its Core Photonics Technology in integrated photonics that allows QCi to offer a suite of quantum machines to themarket today with a robust technology roadmap for the future. The QPhoton Merger substantially broadened the Company’s technologyportfolio and enabled us to develop a group of closely related products to EQC, based on our underlying Core Photonics Technology.
TFLN Optical Chips
We believe that TFLN optical integrated circuits(“TFLN Optical Chips”) will ultimately provide the greatest scalability and performance advantages for quantum informationprocessing, sensing, and imaging applications. While the Company is developing proprietary chip designs to for TFLN Optical Chips forexclusive use in our products for the aforementioned applications, the Company’s foundry services offering at our AZ Chips Facilitywill make available a range of custom TFLN chips (custom single photon detectors) for sale into existing commercial markets, includingoptical devices such as electro-optical modulators, periodically poled devices for frequency conversion and micro ring resonator cavities.
Entropy Quantum Computer
QCi launched a new EQC device during the firstquarter of 2024 (Dirac-3) and plans to release a series of additional EQC products in the coming years that build and expand upon thesame analog architecture. This planned evolution of technology and product enhancements will involve improving the size and capacity ofthe EQC machines, as well as speed, scalability, and performance fidelity. The EQC is available both as a cloud-based subscription service,similar to other quantum machines, as well as an affordable on-premises solution.
EQC is a full-stack system, incorporating QCi’scustom user interface software Qatalyst, which allows users to avoid the complexity of software development kits (“SDKs”)at the circuit level and has evolved from QCi’s primary SaaS offering to the software that powers our offerings. Operating on EQC,Qatalyst enables developers to create and execute quantum-ready applications using application programming interfaces. Users can thenuse these same interfaces on conventional computers to achieve optimization performance advantages using our cloud-based solution.
Reservoir Computer
Launched in June 2023, QCi’s first reservoircomputing product is an edge device that used an integrated circuit that can be reprogrammed after manufacturing and optimized for recurrentneural network applications. An “edge device” allows the user to process, measure, and analyze data locally (at the user’sdevice) as opposed to over a network where data must be sent over the internet or through some cloud service. QCi’s Reservoir Computer(“RC”) is a standalone device that can be plugged into a local computer or server without having to connect over the internet.We believe that the RC’s hardware-based approach to reservoir computing has advantages over more traditional software approaches,including significantly faster processing speeds, 80% - 95% less energy consumption, portability (size of power bank), affordability,and requiring significantly shorter training time. Our benchmarking analyses further show that the RC is capable of delivering superiorperformance in time-dependent tasks, such as chaotic time series prediction, unstructured financial model prediction, natural languageprocessing, and weather forecasting. To date, the market for reservoir computing has been limited due to computing cost and technicalimplementation complexities, which we designed the RC to address. We anticipate that future generations of the RC will introduce greaterspeed of performance and scalability, which will enable the RC to participate in large language model training and other applications.While technology challenges remain in scaling this technology, this is one of our focus areas to gain a significant share in the artificialintelligence / machine learning hardware market.
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LiDAR and Quantum Photonic Vibrometer
QCi’s LiDAR uses patented methodologiesthat leverage the selective use of spatial-temporal modes to maximize the signal-to-noise ratio of weak information signals in a high-noisebackground. This technology allows QCi machines to see through dense fog and provide image fidelity at great distances with very highresolution in difficult environments such as snow, ice, and water. The practical benefits on payload and signal-to-noise enhancement canbe used to produce LiDAR machines that are greatly enhanced in their ability to measure at improved resolution and distances from aircraft,drones, and even satellites.
Launched July 2023, QCi’sQuantum Photonic Vibrometer is a proprietary, powerful instrument for remote vibration detection, sensing, and inspection. We believethat this device offers significant advancements in sensitivity, speed, and resolution, capable of discerning for the first time, highlyobscured and non-line-of-sight objects. The Quantum Photonic Vibrometer measures the vibration frequency of a remote target by utilizingfast-gated single photon counting to directly detect returning photons whose wavefunctions are dynamically modulated as they are reflectedoff the target. By counting photons at a megahertz rate, important properties such as material composition and mechanical integrity canbe determined within seconds and, depending on detection distance, with microwatt to milliwatt optical power. Working at an eye-safe wavelength,the system can accurately characterize the vibration spectra of solid or liquid targets with vibration amplitude as small as 100 nanometers.
Quantum Networks and Quantum Authentication
QCi has developed a prototype system to addressone of the major challenges in cybersecurity, the authentication of users on a network, which is currently facilitated by the distributionof “private keys” by a trusted third party. This approach is inherently insecure as keys are bundled and travel with the encrypteddata, making it susceptible to harvest-and-decrypt-later vulnerability. QCi has developed a quantum authentication technology and methodologythat eliminates the need for trust in third-party involvement in key distribution. Our approach uses a combination of a high-powered laser,and a patented detection methodology deeply rooted in the fundamental principles of quantum mechanics, resulting in what we believe willbe an unbreakable basis for private network communication.
Competition
The quantum computing industry is highly competitiveand rapidly evolving and will likely remain so for the foreseeable future. As this industry continues to grow and mature, we expect acontinued influx of new competitors, products, hardware advances, and concepts to emerge that can dramatically transform the industryand our business. Due to the high price point of quantum computing hardware today, novel business models may emerge to adapt to customerpreferences in the high-performance computing industry. Our ability to evolve and adapt rapidly over an extended period of time will becritical in remaining competitive. We perform a broad range of research and development efforts to identify and position for the changingdemands of future customers and users, industry trends, and competitive forces.
According to research conducted by The QuantumInsider, there are over 700 companies and approximately 400 university academic groups working in various aspects of quantum technology,with approximately 400 of these having a pure-play focus on quantum computing.
These entities range in size from diversifiedglobal companies with significant research and development resources such as IBM, Google, Intel, Microsoft, Quantinuum (formerly Honeywell)and Amazon to recent market entrants such as D-Wave Quantum, Rigetti Computing, IonQ, PsiQuantum, Xanadu and Infleqtion (formerly ColdQuanta),as well as smaller privately funded development stage companies whose narrower product focuses may allow them to be more effective indeploying resources towards a specific industry demand. In addition, we face competition from large research organizations funded by sovereignnations such as China, Russia, Canada, Australia, and the United Kingdom, as well as the European Union, and we believe that additionalcountries will invest in quantum computing in the future. We will continue to face competition from the existing high-performance computingindustry using classical (non-quantum) computers.
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We believe that competition in this market segmentwill intensify. Many of our competitors may have longer operating histories, significantly greater financial, technical, product development,and marketing resources, and greater name recognition than we do. Our competitors could use these resources to market or develop productsor services that are more effective or less costly than any or all of our products or services.
Intellectual Property
Our intellectual property consists of patents,trademarks, and trade secrets. Our trade secrets consist of product formulas, research and development, and unpatentable know-how, allof which we seek to protect, in part, by confidentiality agreements. To protect our intellectual property, we rely on a combination oflaws and regulations, as well as contractual restrictions. Federal trademark law protects our registered trademarks. We also rely on theprotection of laws regarding unregistered copyrights for certain content we create and trade secret laws to protect our proprietary technology.To further protect our intellectual property, we enter into confidentiality agreements with our executive officers, employees, consultantsand directors.
Recent Developments
On June 22, 2025, the Company entered into securitiespurchase agreements (the “Purchase Agreements”) pursuant to which the Company agreed to issue to the Selling Stockholders,in a private placement (the “Placement”), an aggregate of 14,035,089 shares (the “Placement Shares”) of the CommonStock, at a purchase price of $14.25 per share. The closing of the Placement occurred on June 24, 2025. The Placement resulted in grossproceeds of approximately $200 million before deducting placement agent commissions and other offering expenses.
The issuance of the Placement Shares was not registeredunder the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Placement Shareswere issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or RegulationD promulgated thereunder for transactions not involving a public offering. The Company is required to file a registration statementproviding for the resale of the Placement Shares by July 9, 2025. The registration statement, of which this prospectus forms a part of,is being filed pursuant to the Purchase Agreements.
Pursuant to the Purchase Agreements and the PlacementAgency Agreement (as defined below), the Company has agreed not to issue, enter into any agreement to issue, or announce the issuanceor proposed issuance of any shares of Common Stock or Common Stock equivalents, or file any registration statement or any amendment orsupplement thereto, for a period of 75 days after the closing date of the Placement, subject to certain customary exceptions, withoutthe consent of the Placement Agent.
The Company also entered into a Placement AgencyAgreement (the “Placement Agency Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (the“Placement Agent”), dated June 22, 2025, pursuant to which the Placement Agent acted as the exclusive placement agent forthe Company in connection with the Placement. The Company paid the Placement Agent a cash fee based on the total size of the Placementaccording to a formula set forth in the Placement Agency Agreement. In addition, the Company agreed to reimburse the Placement Agent forup to $100,000 of its fees and expenses in connection with the Placement.
In connection with the Placement, pursuant tolock-up agreements, the Company’s directors and executive officers agreed for a period of 60 days after the closing date of thePlacement, subject to certain exceptions, not to directly or indirectly offer, sell, contract to sell, hypothecate, pledge or otherwisedispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent positionwith respect to, any shares of Common Stock or securities convertible, exchangeable or exercisable into Common Stock, that they beneficiallyown, hold, or thereafter acquire, or make any demand for or exercise any right or cause to be filed a registration, including any amendmentsthereto, with respect to the registration of any Common Stock or Common Stock equivalents or publicly disclose the intention to do anyof the foregoing.
Corporate Information
Our executive offices are located at 5 MarineView Plaza, Suite 214, Hoboken, NJ 07030, and our telephone number is (703) 436-2121. Our corporate website is www.quantumcomputinginc.com.Information appearing on our website is not part of this prospectus.
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THE OFFERING
This prospectus relates to the offer and salefrom time to time of up to 14,035,089 shares of Common Stock by the Selling Stockholders.
| Common Stock offered by the Selling Stockholders: | 14,035,089 shares of Common Stock. | |
| Common Stock outstanding prior to this offering (1) | 157,911,321 shares of Common Stock (inclusive of the Placement Shares) | |
| Use of proceeds | We will not receive any proceeds from the sale of Common Stock by the Selling Stockholders. All of the net proceeds from the sale of our common stock will go to the Selling Stockholders as described below in the sections entitled “Selling Stockholders” and “Plan of Distribution”. We have agreed to bear the expenses relating to the registration of the Common Stock for the Selling Stockholders. | |
| Risk factors | Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 7 before deciding to invest in our securities. | |
| Trading symbol | Our Common Stock is currently quoted on the Nasdaq Capital Market under the trading symbol “QUBT”. |
| (1) | The number of shares of our CommonStock outstanding prior to and to be outstanding immediately after this offering, as set forth in the table above, is based on 157,911,321shares outstanding as of June 30, 2025, and excludes: |
| ● | 6,858,268 shares of our Common Stock issuable upon the exercise ofstock options outstanding, at a weighted average exercise price of $3.12 per share; and |
| ● | 2,445,481 shares of our Common Stock issuable upon exercise of warrantsoutstanding, at a weighted average exercise price of $3.42 per share. |
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Investing in our securities involves a greatdeal of risk. Careful consideration should be made of the following factors as well as other information included in this prospectus beforedeciding to purchase our securities. We have also identified a number of these factors under the heading “Risk Factors” inour periodic reports we file with the SEC, including our annual report on Form 10-K for the year ended December 31, 2024 (the “AnnualReport”), which section is incorporated by reference herein. There are many risks that affect our business and results of operations,some of which are beyond our control. Our business, financial condition or operating results could be materially harmed by any of theserisks. This could cause the trading price of our securities to decline, and you may lose all or part of your investment. Additional risksthat we do not yet know of or that we currently think are immaterial may also affect our business and results of operations.
Risks Related to This Offering
The Selling Stockholders may sell theirshares of Common Stock in the open market, which may cause our stock price to decline.
The Selling Stockholders may sell their sharesof Common Stock being registered in this offering in the public market. That means that up to 14,035,089 shares of Common Stock, the numberof shares being registered in this offering for sale by the Selling Stockholders, may be sold in the public market. Such sales will likelycause our stock price to decline.
Sale of our Common Stock by the SellingStockholders could encourage short sales by third parties, which could contribute to the further decline of our stock price.
The significant downward pressure on the priceof our Common stock caused by the sale of material amounts of Common Stock could encourage short sales by third parties. Such an eventcould place further downward pressure on the price of our Common Stock.
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We willnot receive any proceeds from the sale of Common Stock by the Selling Stockholders. All of the net proceeds from the sale of our CommonStock will go to the Selling Stockholders as described below in the sections entitled “Selling Stockholders” and “Planof Distribution”. We have agreed to bear the expenses relating to the registration of the Common Stock for the Selling Stockholders.
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DETERMINATION OF OFFERING PRICE
The Selling Stockholders will offer Common Stockat the prevailing market prices or privately negotiated prices. The offering price of our Common Stock does not necessarily bear any relationshipto our book value, assets, past operating results, financial condition or any other established criteria of value. Our Common Stock maynot trade at the market prices in excess of the offering prices for Common Stock in any public market will be determined in the marketplaceand may be influenced by many factors, including the depth and liquidity.
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We are registering the shares of Common Stockin order to permit the Selling Stockholders to offer these shares for resale from time to time. Except for the investment in the CommonStock being registered hereunder, and, in the case of certain investors, their investment in (i) registered direct offerings that closedon November 18, 2024 and December 12, 2024 (together, the “2024 RDOs”), and (i) private placements that closed on December12, 2024 (the “December 2024 PIPE”) and January 7, 2025 (the “January 2025 PIPE”), the Selling Stockholders havenot had any material relationship with us within the past three years. The shares of Common Stock issued in the 2024 RDOs, the December2024 PIPE, and the January 2025 PIPE were registered separately.
We have entered into the Purchase Agreements withthe Selling Stockholders whereby we have agreed to file a registration statement for the registration of the shares of Common Stock issuedpursuant to the Purchase Agreements. Pursuant to the terms of the Purchase Agreements, the Company has agreed to file a registration statementby July 9, 2025. The registration statement, of which this prospectus forms a part of, is being filed pursuant to the Purchase Agreements.For additional information regarding the issuances of those shares of Common Stock, see “Recent Developments” under“Prospectus Summary” above.
The table below lists the Selling Stockholdersand other information regarding the beneficial ownership of the shares of Common Stock by the Selling Stockholders. The second columnlists the number of shares of Common Stock beneficially owned by the Selling Stockholders, based on its ownership of the shares of CommonStock, as of the date hereof. Unless otherwise noted, all shares owned by the Selling Stockholders was acquired in the Placement. Thethird column lists the shares of Common Stock being offered by this prospectus by the Selling Stockholders. The fourth column assumesthe sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus.
The Selling Stockholders may sell all, some ornone of their shares in this offering. See “Plan of Distribution.”
| Name of Selling Stockholders | Number of Shares of Common Stock Owned Prior to Offering | Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus | Number of shares of Common Stock Owned After the Offering (1) | |||||||||
| Jane Street Global Trading, LLC (2) | 5,621,763 | 4,678,363 | 943,400 | |||||||||
| Citadel CEMF Investments Ltd. (3) | 4,241,089 | 2,339,181 | 1,901,908 | |||||||||
| Anson Funds Management LP and its affiliated entities (4) | 4,678,363 | 4,678,363 | 0 | |||||||||
| Polar Multi-Strategy Master Fund and its affiliated entities (5) | 1,559,300 | 1,559,300 | 0 | |||||||||
| Transcend Partners, LLC (6) | 779,882 | 779,882 | 0 | |||||||||
| Total | 14,035,089 | 0 | ||||||||||
| (1) | Assumes that the Selling Stockholders sell all of the Common Stock offered pursuant to this prospectus. |
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| (2) | Includes 4,678,363 shares of Common Stock issued in the Placement. Based on information provided by Jane Street Global Trading, LLC (“Jane Street”), Jane Street is a wholly owned subsidiary of Jane Street Group, LLC (“Jane Street Group”). Turner Batty and Matthew Berger are the members of Jane Street Group’s Management Committee who exercise dispositive power over the shares. The business address of Jane Street Global Trading, LLC is 250 Vesey Street, 3rd Floor, New York, NY 10281. |
| (3) | Includes 2,339,181 shares of Common Stock issued in the Placement. Based on information provided by Citadel CEMF Investments Ltd. (“Citadel”), Citadel Advisors LLC is the portfolio manager of Citadel. Citadel Advisors Holdings LP (“CAH”), is the sole member of Citadel Advisors LLC. Citadel GP LLC, (“CGP”), is the general partner of CAH. Kenneth Griffin owns a controlling interest in CGP. Mr. Griffin, as the owner of a controlling interest in CGP, may be deemed to have shared power to vote or direct the vote of, and/or shared power to dispose or to direct the disposition over, the shares held by Citadel. This disclosure is not and shall not be construed as an admission that Mr. Griffin or any of the Citadel related entities listed above is the beneficial owner of these shares of Common Stock other than the securities actually owned by such person (if any). The address of Citadel is c/o Citadel Enterprise Americas LLC, Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, FL 33131. |
| (4) | Number of Shares of Common Stock Owned Prior to Offering consists of 3,181,286 shares of Common Stock held by Anson Investments Master Fund LP (“Anson Master”), 888,890 shares of Common Stock held by Anson East Master Fund LP (“Anson East”) and 608,187 shares of Common Stock held by Anson Opportunities Master Fund LP (together with Anson Master and Anson East, the “Anson Funds”). Based on the information provided by the Anson Funds, Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of each of the Anson Funds, hold voting and dispositive power over the shares of Common Stock held by each of the Anson Funds. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Common Shares except to the extent of their pecuniary interest therein. The principal business address of each of the Anson Funds is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
| (5) | Number of Shares of Common Stock Owned Prior to Offering consists of 286,300 shares of Common Stock held by Polar Long/Short Master Fund (“Polar Long/Short”) and 1,273,000 shares of Common Stock held by Polar Multi-Strategy Master Fund (together with Polar Long/Short, the “Polar Funds”). Based on information provided by the Polar Funds, the Polar Funds are under management by Polar Asset Management Partners Inc. (“PAMPI”). PAMPI serves as Investment Advisor to each of the Polar Funds and has control and discretion over the shares held by each of the Polar Funds. As such, PAMPI may be deemed the beneficial owner of the shares held by the Polar Funds. The ultimate natural person who has voting and dispositive power over the shares held by the Polar Funds is Paul Sabourin, Chief Investment Officer of PAMPI. PAMPI and Paul Sabourin disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest therein. The principal business address of each of the Polar Funds is c/o Polar Asset Management Partners Inc., 16 York Street, Suite 2900, Toronto, Ontario, M5J 0E6 Canada. |
| (6) | Based on information provided by Transcend Partners, LLC (“Transcend”), Malcolm Fairbairn, the Chief Investment Officer of Transcend, has discretionary authority to vote and dispose of the shares held by Transcend and may be deemed to be the beneficial owner of these shares held by Transcend. The principal business address of Transcend is 3972 Happy Valley Road, Lafayette, CA 94549. |
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The Selling Stockholders of the securities andany of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered herebyon the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in privatetransactions. These sales may be at fixed or negotiated prices. A Selling Stockholders may use any one or more of the following methodswhen selling securities:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately negotiated transactions; |
| ● | settlement of short sales that are not in violation of Regulation SHO; |
| ● | in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security; |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| ● | a combination of any such methods of sale; or |
| ● | any other method permitted pursuant to applicable law. |
The Selling Stockholders may also sell securitiesunder Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”),if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholdersmay arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders(or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, exceptas set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commissionin compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM- 2440.
In connection with the sale of the securitiesor interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions,which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholdersmay also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealersthat in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealersor other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or otherfinancial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution mayresell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholders and any broker-dealersor agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the SecuritiesAct in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resaleof the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Stockholdershas informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any personto distribute the securities.
The Company is required to pay certain fees andexpenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholdersagainst certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
The resale securities will be sold only throughregistered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resalesecurities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemptionfrom the registration or qualification requirement is available and is complied with.
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Certain legal matters with respectto the securities offered hereby will be passed upon by Lucosky Brookman LLP, Woodbridge, New Jersey.
The consolidatedfinancial statements of Quantum Computing Inc. and subsidiaries as of December 31, 2024 and 2023 and for each of the two yearsin the period ended December 31, 2024, incorporated in this prospectus by references to the AnnualReport on Form 10-K for the year ended December 31, 2024, have been so incorporated in reliance on the report of BPM LLP, an independentregistered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”into this Prospectus the information in documents we file with it, which means that we can disclose important information to you by referringyou to those documents. The information incorporated by reference is considered to be a part of this Prospectus, and information thatwe file later with the SEC will automatically update and supersede this information. Any statement contained in any document incorporatedor deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extentthat a statement contained in or omitted from this Prospectus or any accompanying prospectus supplement, or in any other subsequentlyfiled document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statementso modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
We incorporate by reference the documents listedbelow and any future documents that we file with the SEC (excluding any portion of such documents that are furnished and not filed withthe SEC) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statementof which this Prospectus forms a part prior to the effectiveness of the registration statement and (ii) after the date of this Prospectusuntil the offering of the securities is terminated:
| ● | our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 20, 2025; |
| ● | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 15, 2025; |
| ● | our Current Reports on Form 8-K filed with the SEC on January 8, 2025, March 26, 2025, April 4, 2025, April 16, 2025, May 8, 2025, June 20, 2025, and June 25, 2025; and |
| ● | all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of this offering. |
We also incorporate by reference any future filings(other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that are related to suchitems unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of theExchange Act, including those made after the date of the initial filing of the registration statement of which this Prospectus is a partand prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination ofthe offering of the Common Stock made by this Prospectus and will become a part of this Prospectus from the date that such documents arefiled with the SEC. Information in such future filings updates and supplements the information provided in this Prospectus. Any statementsin any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed withthe SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed documentmodify or replace such earlier statements.
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Notwithstanding the foregoing, information furnishedunder Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference in thisProspectus.
The information about us contained in this Prospectusshould be read together with the information in the documents incorporated by reference. You may request a copy of any or all of thesefilings, at no cost, by writing or telephoning us at: Quantum Computing Inc., 5 Marine View Plaza, Suite 214, Hoboken, NJ 07030, (703)436-2161.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statementon Form S-1 that we filed with the SEC. Certain information in the registration statement has been omitted from this prospectus in accordancewith the rules and regulations of the SEC. Whenever a reference is made in this prospectus to any of our contracts, agreements or otherdocuments, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or theexhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or otherdocument. Because we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and currentreports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC’swebsite at http://www.sec.gov.
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14,035,089 Shares of Common Stock
Quantum Computing Inc.
PROSPECTUS
[●], 2025
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses,other than underwriting discounts and commissions, to be paid by the Registrant in connection with the issuance and distribution of thesecurities being registered. All amounts other than the SEC registration fee are estimates.
| SEC Registration Fee | $ | 36,766 | ||
| Accounting Fees and Expenses | $ | 10,000 | ||
| Legal Fees and Expenses | $ | 40,000 | ||
| Total* | $ | 86,766 |
| * | Estimated expenses. |
Item 14. Indemnification of Directors and Officers
Section 102(b)(7) of the Delaware General CorporationLaw permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liableto the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for anybreach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith orwhich involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases,redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. Our amendedcertificate of incorporation provides that, to the maximum extent permitted by law, no director shall be personally liable to us or ourshareholders for monetary damages for breach of fiduciary duty as director.
Section 145 of the Delaware General CorporationLaw provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (includingattorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connectionwith any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such personbeing or having been a director, officer, employee or agent to the corporation. The Delaware General Corporation Law provides that Section145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholdersor disinterested directors or otherwise. Our bylaws provide for indemnification by us of our directors, officers and employees to thefullest extent permitted by the Delaware General Corporation Law.
Insofar as indemnification for liabilities arisingunder the Securities Act may be provided for directors, officers, employees, agents or persons controlling an issuer pursuant to the foregoingprovisions, the opinion of the SEC is that such indemnification is against public policy as expressed in the Securities Act, and is thereforeunenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defenseof any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities beingoffered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriatejurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governedby the final adjudication of such issue.
No pending material litigation or proceeding involvingour directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not awareof any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.
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Item 15. Recent Sales of Unregistered Securities
The following sets forth information regardingall unregistered securities sold by us in transactions that were exempt from the requirements of the Securities Act in the last threeyears. Except where noted, all of the securities discussed in this Item 15 were all issued in reliance on the exemption under Section4(a)(2) of the Securities Act. Unless otherwise indicated, all of the share issuances described below were made in reliance on the exemptionfrom registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder for transactions not involvinga public offering.
On December 10, 2024, the Company issued (i) 1,540,000shares of Common Stock at a purchase price of $5.00 per share, in a registered direct offering and (ii) 8,460,000 shares of its CommonStock at the same price in a private placement, for aggregate gross proceeds of $50 million. In connection with the offerings, the Companyalso issued to the placement agent (or its designees) 500,000 five-year warrants (representing 5% of the securities sold in the Offerings),which will be exercisable beginning on June 8, 2025, and have an initial exercise price per share of Common Stock of $5.75.
On January 7, 2025, the Company issued 8,163,266shares of Common Stock at a purchase price of $12.25 per share in a private placement, pursuant to certain securities purchase agreements.In connection with the Placement, the Company also issued to the placement agent (or its designees) 326,531 five-year warrants (representing4% of the securities sold in the private placement), which will be exercisable beginning on July 6, 2025, and have an initial exerciseprice per share of Common Stock of $14.0875.
On June 24, 2025, the Company issued an aggregateof 14,035,089 shares of Common Stock pursuant to certain securities purchase agreements in a private placement, at a purchase price of$14.25 per share.
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Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
We have filed the exhibits listed on the accompanyingExhibit Index of this registration statement and below in this Item 16:
| * | Indicates a management contractor compensatory plan or arrangement. |
(b) Financial Statement Schedules.
All scheduleshave been omitted because either they are not required, are not applicable or the information is otherwise set forth in the financialstatements and related notes thereto.
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Item 17. Undertakings
The undersigned registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| (2) | That for the purpose of determining any liability under the Securities Act of 1933 each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (5) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
| (6) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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Pursuant to the requirements of the Securities Act of 1933, the Registranthas duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Hoboken,New Jersey, on July 3, 2025.
| Quantum Computing Inc. | |||
| By: | /s/ Dr. Yuping Huang | ||
| Name: | Dr. Yuping Huang | ||
| Title: | Interim Chief Executive Officer | ||
| (Principal Executive Officer) | |||
POWER OFATTORNEY: KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Christopher Roberts,his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any andall capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registrationstatement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgatedunder the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documentsin connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them,full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises,as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-factand agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuantto the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacitiesand on the dates indicated:
| Signature | Title | Date | ||
| /s/ Dr. Yuping Huang | Interim Chief Executive Officer, Chairman of the Board of Directors | July 3, 2025 | ||
| Dr. Yuping Huang | and Chief Quantum Officer (Principal Executive Officer) | |||
| /s/ Christopher Roberts | Chief Financial Officer | July 3, 2025 | ||
| Christopher Roberts | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Michael Turmelle | Director | July 3, 2025 | ||
| Michael Turmelle | ||||
| /s/ Robert Fagenson | Vice-Chairman of the Board of Directors | July 3, 2025 | ||
| Robert Fagenson | ||||
| /s/ Dr. Carl Weimer | Director | July 3, 2025 | ||
| Dr. Carl Weimer | ||||
| /s/ Dr. Javad Shabani | Director | July 3, 2025 | ||
| Dr. Javad Shabani | ||||
| /s/ Eric M. Schwartz | Director | July 3, 2025 | ||
| Eric M. Schwartz |
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