8-K
Quantum Computing Inc. (QUBT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2024
QUANTUM COMPUTING INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40615 | 82-4533053 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 5 Marine View Plaza, Suite 214 | ||
| --- | --- | |
| Hoboken, NJ | 07030 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code (703) 436-2161
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 stock (par value $0.0001 per share) | QUBT | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange 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 3.01. Noticeof Delisting for Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing.
On June 24, 2024, Quantum Computing Inc. (the “Company”) received a notice (the “Notice”) from Nasdaq Stock Market LLC (“Nasdaq”) that the Company has failed to satisfy a standard for continued listing, Nasdaq Listing Rule 5250(c)(1), because the Company did not file its Quarterly Report on Form 10-Q by the due date of May 15, 2024.
As previously disclosed, due to the Order of the Securities and Exchange Commission (the “Commission”) permanently barring BF Borgers CPA PC (“BF Borgers”) and Mr. Borgers from appearing or practicing before the Commission as an accountant, on May 3, 2024, the Company dismissed BF Borgers as the Company’s independent registered public accounting firm, at which time work on the Company’s periodic reports was delayed.
The Company has engaged a new independent registered public accounting firm to complete the audit and review of its annual and quarterly financial statements, respectively, as expeditiously as possible, following which the Company will promptly file its Quarterly Report on Form 10-Q and rectify the existing filing deficiencies. The Company has until August 23, 2024 to notify Nasdaq of this plan to regain compliance.
If Nasdaq chooses to accept the Company’s plan, it may grant an exception of up to 180 calendar days, or until December 16, 2024, in which to regain compliance. If Nasdaq does not accept the Company’s plan, the Company would have the opportunity to appeal the decision to a Hearings Panel.
The Notice has no immediate effect on the Nasdaq listing or trading of the Company’s common stock.
This Current Report on Form 8-K is filed to satisfy the obligation under Nasdaq Listing Rule 5810(b) and Item 3.01(a) of Form 8-K that the Company publicly disclose the deficiency.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release dated June 27, 2024 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 27, 2024 | By: | /s/ Christopher Boehmler |
| Christopher Boehmler | ||
| Chief Financial Officer |
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Exhibit 99.1
Quantum Computing Inc. Announces Receipt ofNasdaq Non-Compliance Notice
HOBOKEN, NJ – June 27, 2024 – Quantum Computing Inc. (NASDAQ: QUBT) (“QCi” or the “Company”), an innovative quantum optics and nanophotonics technology company, today announced that it received a notice (the “Notice”) from Nasdaq Stock Market LLC (“Nasdaq”) that the Company had failed to satisfy a standard for continued listing, Nasdaq Listing Rule 5250(c)(1), because the Company did not timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”).
The Notice states that the Company has until August 23, 2024 to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 calendar days from the filing’s due date, or until December 16, 2024, for filing the Form 10-Q to regain compliance. If the Company fails to timely regain compliance, the Company’s ordinary shares will be subject to delisting from Nasdaq.
As previously reported, effective May 3, 2024, the Company dismissed BF Borgers CPA PC (“BF Borgers) as its independent registered public accounting firm, in parallel with an order by the SEC against BF Borgers, and effective June 6, 2024, appointed BPM LLP (“BPM”) as the Company’s independent registered public accounting firm. The Company plans to file its Form 10-Q as soon as practicable after completion of BPM’s audit of the Company’s consolidated financial statements for its 2023 fiscal year.
This announcement is made in compliance with the Nasdaq Listing Rule 5810(b), which requires prompt public disclosure of the deficiency.
About Quantum Computing Inc.
Quantum Computing Inc. (QCi) (Nasdaq: QUBT) is an innovative, integrated photonics company that provides accessible and affordable quantum machines to the world today. QCi products are designed to operate at room temperature and low power at an affordable cost. The Company’s portfolio of core technology and products offer unique capabilities in the areas of high-performance computing, artificial intelligence, cybersecurity as well as remote sensing applications.
For more information about QCi, visit www.quantumcomputinginc.com.
Forward-Looking Statements
Certain information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will regain compliance with the Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, that the Company will be eligible for a second compliance period, or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.
Contact:
For investor relations inquiries, contact John Nesbett at jnesbett@imsinvestorrelations.com, and for public relations inquiries, contact Jessica Tocco at jessica.tocco@a10associates.com.
SOURCE: Quantum Computing Inc.