Quantum Computing Inc DEFA14A, filed Sep 14, 2022

Quantum Computing Inc. (QUBT)

DEFA14A 2022-09-14

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☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

QUANTUM COMPUTING INC. - PREFERRED A	123,456,789,012.00000
QUANTUM COMPUTING INC	123,456,789,012.00000
QUANTUM COMPUTING INC	123,456,789,012.00000
QUANTUM COMPUTING INC	123,456,789,012.00000
QUANTUM COMPUTING INC.	123,456,789,012.00000
QUANTUM COMPUTING INC	123,456,789,012.00000

Delaware	001-40615	82-4533053
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.0001		QUBT		The Nasdaq Capital Market

	QUANTUM COMPUTING INC.

Dated: August 19, 2022	By:	/s/ Christopher Roberts
		Christopher Roberts Chief Financial Officer
		Christopher Roberts Chief Financial Officer

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.0001		QUBT		The Nasdaq Capital Market

Exhibit No.		Exhibit
99.1		Press Release, dated August 25, 2022
99.2		Shareholder Letter, dated August 25, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	QUANTUM COMPUTING INC.

Dated: August 25, 2022	By:	/s/ Christopher Roberts
		Christopher Roberts Chief Financial Officer
		Christopher Roberts Chief Financial Officer

Performance Parameters	EQC			VAQO			CSample
Coverage		96	%		99.4	%		62.8	%
Number of Sensors		15			373			15
Runtime (seconds)		363			26373			197

	-	Offer subscription access to Dirac 1 and 2

	-	Expand our Technical Solutions offerings to other domains that will benefit from our Dirac-1

	-	Commercializing and selling our Quantum LiDAR

	-	Deploying our Quantum Cybersecurity Solutions by commercializing our quantum Network and Authentication capabilities

	-	Developing our Quantum Chip manufacturing capability

	-	Deploying our quantum solutions to US Government clients

	-	Expanding the deployment our quantum solutions to State Government clients

	-	Expanding our technical team

	-	Expanding our Technical Solutions and Sales Team

	-	Establishing our Senior Technical Advisory Group

	-	Increasing market awareness of QCI

	·	Energy: Improving the design of wind power plants by optimizing configurations of wind turbines to maximize power generation efficiency while accounting for turbine wake effects

	·	Manufacturing: Supporting the design of autonomous vehicles by optimizing the placement of vehicle sensors to maximize coverage of surrounding areas while minimizing costs

	·	Artificial Intelligence: Enhancing machine learning processes by optimizing the selection of features for AI/ML models

Respectfully,

/s/ Robert Liscouski
Robert Liscouski
Chairman, Chairman and CEO

Exhibit Number		Description
23.1		Consent of BF Borgers CPA PC
99.1		Audited consolidated financial statements of QPhoton, Inc. as of and for the years ended December 31, 2021 and 2020, together with the related notes to the consolidated financial statements.
99.2		Unaudited condensed consolidated financial statements of QPhoton, Inc. as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2021 and 2020 together with the related unaudited notes to the condensed financial statements.
99.3		Unaudited Pro Forma Combined Financial Statements of Quantum Computing Inc. as of March 31, 2022 and for the year ended December 31, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	QUANTUM COMPUTING INC.

Dated: September 1, 2022	By:	/s/ Christopher Roberts
		Christopher Roberts
		Principal Financial Officer and Principal Accounting Officer

Description		Page

Independent Auditors’ Report		F-2

Audited Balance Sheets as of December 31, 2022 and 2021		F-3
Audited Statement of Operations for the Twelve Months Ended December 31, 2021 and 2020		F-4
Audited Statement of Stockholders’ Deficit for the Twelve Months Ended March 31, 2021		F-5
Audited Statement of Stockholders’ Deficit for the Twelve Months Ended March 31, 2020		F-6
Audited Statement of Cash Flows for the Twelve Months Ended December 31, 2021 and 2020		F-7
Notes to the Audited Financial Statements		F-8

	December 31,			December 31,
	2021			2020
ASSETS

Current assets
Cash and cash equivalents	$	105,204		$	-
Accounts Receivable		-			-
Prepaid expenses		3,538			2,500
Fixed assets (net of depreciation)		56,827			-
Other Assets
Security Deposits		2,652			-
Total assets	$	168,221		$	2,500

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Accounts payable	$	86,263		$	160,041
Accrued expenses		55,288			672,223
Other liabilities
Promissory notes		209,151
Derivative liability		615,193
Accrued interest		21,572
Total liabilities		987,467			832,264

Stockholders’ equity (deficit)
Common stock, $0.0001 par value, 10,000,000 shares authorized; 6,172,842 shares issued and outstanding as of December 31, 2021		618			-
Additional paid-in capital		1,433,806			14,788
Accumulated deficit		(2,253,670	)		(844,552	)
Total stockholders’ equity (deficit)		(819,246	)		(829,764	)
Total liabilities and stockholders’ equity (deficit)	$	168,221		$	2,500

	Twelve Months Ended
	December 31,
	2021			2020
Total revenue	$	-		$	-
Cost of revenue		-
Gross profit
Salaries and Benefits		120,035			-
Research & Development		76,431			832,264
Stock Based Compensation		747,414			-
Selling General & Administrative -Other		119,362			12,288
Operating expenses		1,063,242			844,552

Loss from Operations		(1,063,242	)		(844,552	)

Other Income and Expense
Interest Income		-			-
Interest Expense – Promissory Notes		21,802			-
Interest Expense - Beneficial conversion feature		208,922			-
Interest Expense – Derivatives mark-to-market		115,152			-
Interest Expense – Financing expenses		-			-
Net Other income (expense)		(345,876	)		-

Federal income tax expense		-			-

Net loss	$	(1,409,118	)	$	(844,552	)

Weighted average shares - basic and diluted		5,214,964			-
Loss per share – basic and diluted	$	(0.27	)		-

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid in Capital		Deficit			Total
BALANCES, December 31, 2020		-	$	-	$	14,788	$	(844,552	)	$	(829,764	)
Contribution from related party		-		-		-		-			-
Merger consideration		5,000,000		500		-		-			500
Issuance of shares for license agreement		555,556		56		672,166		-			672,222
Issuance of shares for services		617,284		62		746,852		-			746,914
Net loss		-		-		-		(1,409,118	)		(1,409,118	)
BALANCES, December 31, 2021		6,172,840	$	618	$	1,433,806	$	(2,253,670	)	$	(819,246	)

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid in Capital		Deficit			Total
BALANCES, December 31, 2019		-	$	-		-	$	-		$	-
Contribution from related party		-		-		14,788		-			14,788
Issuance of shares for services		-		-		-		-			-
Net loss		-		-		-		(844,552	)		(844,552	)
BALANCES, December 31, 2020		-	$	-	$	14,788	$	(844,552	)	$	(829,764

	Twelve Months Ended December 31, 2021			Twelve Months Ended December 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,409,118	)		(844,552	)
Adjustments to reconcile net income (loss) to net cash
Accounts Receivable
Prepaid Expenses		(3,538	)		-
Depreciation		8,713			-
Accounts Payable		(73,780	)		160,041
Accrued Expenses		(595,913	)		672,223
Stock-based compensation		1,419,636
Convertible loan derivative – mark to market		115,152
Convertible loan discount		209,151			-
CASH USED IN OPERATING ACTIVITIES		(329,697	)		(14,788	)

CASH FLOWS FROM INVESTING ACTIVITIES
Fixed Assets – Property and Equipment		(65,540	)
Security Deposit		(151	)		(2,500	)
CASH USED IN INVESTING ACTIVITIES		(65,691	)		(2,500	)

CASH FLOWS FROM FINANCING ACTIVITIES
Contribution from related party					14,788
Proceeds from loans		500,592			-
CASH PROVIDED BY FINANCING ACTIVITIES		500,592			14,788

Net increase (decrease) in cash		105,204			-

Cash, beginning of period		-			-

Cash, end of period	$	105,204		$	-

SUPPLEMENTAL DISCLOSURES
Cash paid for interest	$	-		$
Cash paid for income taxes	$	-		$
NON-CASH FINANCING ACTIVITIES
Debt discount on convertible notes	$	500,592		$	-

	As of December 31,
	2021		2020
Property and equipment	$	65,540	$	-
Less accumulated depreciation		8,713		-
Property and equipment, net	$	56,827	$	-

	As of
	December 31, 2021		December 31, 2020
Legal and Professional Fees	$	65,120	$	-
Accrued License Fees – Stevens		28,000		35,000
License Fee Acquisition Costs		-		672,223
Accrued Patent Fees - Stevens		48,431		125,041
Total	$	141,551	$	832,264

	Year Ended December 31,
	2021			2020
Federal income tax benefit at statutory rate		21.00	%		21.00	%
State income tax, net of federal benefits		5.14	%		5.14	%
Permanent items		-	%		-	%
Change in valuation allowance		(26.14	)%		(26.14	)%
Provision from income taxes		-			-

Description		Page

Unaudited Balance Sheets as of March 31, 2022 and December 31,2021		F-2
Unaudited Statement of Operations for the Three Months Ended March 31, 2022 and 2021		F-3
Unaudited Statement of Stockholders’ Deficit for the Three Months Ended March 31, 2022		F-4
Unaudited Statement of Stockholders’ Deficit for the Three Months Ended March 31, 2021		F-5
Unaudited Statement of Cash Flows for the Three Months Ended March 31, 2022 and 2021		F-6
Notes to the Unaudited Financial Statements		F-7

	March 31,			December 31,
	2022			2021
ASSETS

Current assets
Cash and cash equivalents	$	1,114,978		$	105,204
Accounts Receivable		-			-
Prepaid expenses		-			3,538
Fixed assets (net of depreciation)		45,911			56,827
Other Assets
Security Deposits		2,652			2,652
Total assets	$	1,163,541		$	168,221

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Accounts payable	$	294,731		$	86,261
Accrued expenses		-			55,288
Promissory notes		1,520,868
Derivative liability		632,379
Accrued interest		37,863
Other liabilities
Promissory notes					209,151
Derivative liability					615,193
Accrued interest					21,572
Total liabilities		2,485,841			987,465

Stockholders’ equity (deficit)
Common stock, $0.0001 par value, 10,000,000 shares authorized; 6,172,842 shares issued and outstanding as of March 31, 2022		618			618
Additional paid-in capital		1,439,075			1,433,807
Accumulated deficit		(2,761,993	)		(2,253,669	)
Total stockholders’ equity (deficit)		(1,322,300	)		(819,244	)
Total liabilities and stockholders’ equity (deficit)	$	1,163,541		$	168,221

	Three Months Ended
	March 31,
	2022			2021
Total revenue	$	-		$	-
Cost of revenue		-
Gross profit		-
Salaries and Benefits		11,560			-
Research & Development		144,832			1,184
Stock Based Compensation		-			747,414
Selling General & Administrative -Other		256,758			36,297
Operating expenses		413,150			784,895

Loss from Operations		(413,150	)		(784,895	)

Other Income and Expense
Interest Income		22			-
Interest Expense – Promissory notes		16,359			1,267
Interest Expense – Beneficial conversion feature		61,649			20,550
Interest Expense – Derivatives mark to market		17,187			173,660
Interest Expense – Financing expenses
Net Other income (expense)		(95,173	)		(195,477	)

Federal income tax expense		-			-

Net loss	$	(508,323	)	$	(980,372	)

Weighted average shares – basic and diluted		5,214,964			5,214,964
Loss per share – basic and diluted	$	(0.10	)		(0.19	)

	Three Months Ended March 31, 2022			Three Months Ended March 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(508,323	)	$	(980,372	)
Adjustments to reconcile net income (loss) to net cash
Prepaid Expenses		3,538
Depreciation		767
Accounts Payable		208,468			(111,322	)
Accrued Expenses		(38,997	)		(671,530	)
Stock-based compensation		-			1,419,637
Convertible loan derivative – mark to market		17,187			173,661
Convertible loan discount		61,717			20,572
CASH USED IN OPERATING ACTIVITIES		(255,643	)		(149,354	)

CASH FLOWS FROM INVESTING ACTIVITIES
Fixed Assets – Property and Equipment		10,149			(44,040	)
CASH USED IN INVESTING ACTIVITIES		10,149			(44,040

CASH FLOWS FROM FINANCING ACTIVITIES
Contribution from related party		5,268
Proceeds from loans		1,250,000			350,592
CASH PROVIDED BY FINANCING ACTIVITIES		1,255,268			350,592

Net increase (decrease) in cash		1,009,775			157,198

Cash, beginning of period		105,204			-

Cash, end of period	$	1,114,978			157,198

SUPPLEMENTAL DISCLOSURES
Cash paid for interest	$	-
Cash paid for income taxes	$	-

	As of March 31,
	2022		2021
Property and equipment	$	55,391	$	65,540
Less accumulated depreciation		9,480		8,713
Property and equipment, net	$	45,911	$	56,827

	As of
	March 31, 2022		March 31, 2021
Legal and Professional Fees	$	266,731	$	33,649
Accrued License Fees – Stevens		28,000		-
Accrued R&D Costs		-		13,748
–Accrued Rent		-		1,324
Total	$	294,731	$	48,721

	Period Ended March 31,
	2022			2021
Deferred tax assets
Net Operating Loss Carryforwards	$	643,301		$	423,986
Total Deferred tax assets		643,301			423,986

Valuation allowance		(643,301	)		(423,986	)
Net deferred tax assets (liabilities)	$	-		$	-

Description		Page

Unaudited Pro Forma Combined Balance Sheets as of December 31,2021		F-2
Unaudited Pro Forma Combined Balance Sheets as of March 31,2022		F-3
Unaudited Pro Forma Combined Statement of Operations for the Twelve Months Ended December 31, 2021 and 2020		F-4
Unaudited Pro Forma Combined Statement of Operations for the Three Months Ended March 31, 2022 and 2021		F-5
Notes to the Unaudited Financial Statements		F-6

	Quantum Computing Inc.			QPhoton, Inc.			Eliminations		Notes	Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents	$	16,738,657		$	105,204		$	-		$	16,843,861
Accounts Receivable		-			-			-			-
Prepaid expenses		482,998			3,538			-			486,536
Other current assets		-			-			-			-
Fixed assets (net of depreciation)		41,348			56,827			-			98,175
Other Assets
Lease right of use		18,084			-			-			18,084
Security Deposits		3,109			2,652			-			5,761
Total assets	$	17,284,196		$	168,221		$	-		$	17,452,417

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Accounts payable	$	464,870		$	86,263		$	-		$	551,133
Accrued expenses		478,505			55,288			-			533,793
Lease liability		18,084			-			-			18,084
Dividends payable		117,454			-			-			117,454
Other current liabilities		3,385			-			-			3,385
Other liabilities
Promissory notes		-			209,151			-			209,151
Derivative liability		-			615,193			-			615,193
Accrued interest		-			21,572			-			21,572
Total liabilities		1,082,298			987,467			-			2,069,765

Stockholders’ equity (deficit)								-
Common stock		2,916			618			-			3,534
Preferred stock		154			-			-			154
Additional paid-in capital		67,396,618			1,433,806			-			68,830,424
APIC-Beneficial Conversion Feature in Equity		4,898,835			-			-			4,898,835
APIC-Stock Based Compensation		25,297,456			-			-			25,297,456
Subscription Receivable		-			-			-			-
Accumulated deficit		(81,394,081	)		(2,253,670	)		-			(83,647,751	)
Total stockholders’ equity (deficit)		16,201,898			(819,246	)		-			15,382,652
Total liabilities and stockholders’ equity (deficit)	$	17,284,196		$	168,221		$	-		$	17,452,417

	Quantum Computing Inc.			QPhoton, Inc.			Eliminations			Notes	Pro Forma Combined
Total revenue	$	31,240		$	-		$	-			$	31,240
Cost of revenue		11,568			-			-				11,568
Gross profit		19,672			-			-				19,672
Salaries and Benefits		1,116,228			11,560			-				1,127,788
Consulting		370,881			-			-				370,881
Research & Development		1,024,587			144,832			-				1,169,419
Stock Based Compensation		3,079,803			-			-				3,079,803
Related Party Marketing		-			-			-				-
Selling General & Administrative -Other		1,137,104			256,758			-				1,393,862
Operating Expenses		6,728,603			413,150			-				7,141,753

Loss from Operations		(6,708,931	)		(413,150	)		-				(7,122,081	)

Other Income and Expense
Interest Income		10,864			22			(8,630	)			2,256
Misc. Income – Legal Settlements		-			-			-				-
Misc. Income – Government Grants		-			-			-				-
Interest Expense – Promissory Notes		-			16,359			(8,630	)			7,729
Interest Expense – Beneficial conversion feature		-			61,649			-				61,649
Interest Expense –Warrants		-			17,187			-				17,187
Interest Expense – Derivatives mark to market
Interest Expense – Preferred dividends		223,125			-			-				223,125
Interest Expense – Financing expenses		212,500			-			-				212,500
Net Other income (expense)		(424,761	)		(95,173	)		-				(519,934	)

Federal income tax expense		-			-			-				-

Net loss	$	(7,133,692	)	$	(508,323	)	$	-			$	(7,642,015	)

Weighted average shares - basic and diluted		29,156,815			5,214,964			-				34,371,779
Loss per share - basic and diluted	$	(0.24	)	$	(0.10	)	$	-			$	(0.22	)