UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2024
QUANTUM COMPUTING INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40615 | | 82-4533053 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
215 Depot Court SE, Suite 215
Leesburg, VA 20175
(Address of Principal Executive Offices)
(703) 436-2161
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common shares (par value $0.0001 per share) | | QUBT | | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On March 19, 2024, Quantum Computing Inc. (the “Company”) entered into a Redemption and Waiver Agreement (the “Redemption Agreement”) with the holders (the “Holders”) of its Series A Convertible Preferred Stock (the “Preferred Stock”). Capitalized terms used but not otherwise defined herein have the same definitions given to such terms in the Redemption Agreement.
Pursuant to the Redemption Agreement, the Company agreed to redeem all outstanding shares of the Preferred Stock for an aggregate cash purchase price of $8,195,000, or $5.50 per share, at its sole discretion, in eighteen (18) monthly payments (each a “Monthly Redemption Threshold” payment), which may be accelerated at the Company’s sole discretion. In addition, the Holders agreed to waive (the “Waivers”), on a month-by-month basis following each monthly payment, certain rights granted to them in (i) the Certificate of Designation of the Preferred Stock (the “COD”), including for the accrual and payment of accrued and future dividends; and (ii) the Securities Purchase Agreement (the “SPA”). In the event the Company opts to not make a Monthly Redemption Threshold payment, the Waivers are forfeited and the terms revert to those detailed in the COD and SPA.
As of March 25, 2024, the Company has redeemed 82,783 shares of Preferred Stock for an aggregate amount of $455,307 in cash paid to the Holders. The issued and outstanding balance of Preferred Stock as of March 25, 2024 is 1,407,221.
The foregoing description of the Redemption Agreement is qualified in its entirety by reference to the full texts thereof, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | QUANTUM COMPUTING INC. |
| | |
| Date: March 25, 2024 | By: | /s/ Christopher Boehmler |
| | | Christopher Boehmler |
| | | Chief Financial Officer |
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