8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2020

QUANTUMCOMPUTING INC.

(Exact name of registrant as specified in its charter)

215Depot 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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

As previously disclosed, on October 16, 2019, Quantum Computing Inc., a Delaware corporation (the “Company”) and Auctus Fund, LLC, a Delaware limited liability company (“Auctus”) entered into a Securities Purchase Agreement pursuant to which Auctus purchased from the Company, for a purchase price of $500,000: (i) a Convertible Promissory Note in the principal amount of $500,000.00; (ii) a common stock purchase warrant permitting Auctus to purchase up to 500,000 shares of the Company’s common stock, at an exercise price of $2.75 per share (the “First Warrant”); (iii) a common stock purchase warrant permitting Auctus to purchase up to 350,000 shares of the Company’s common stock at an exercise price of $3.75 per share (the “Second Warrant”); and (iv) a common stock purchase warrant permitting Auctus to purchase up to 275,000 shares of the Company’s common stock at an exercise price of $4.75 per share the “Third Warrant” (collectively the “Warrants”).

On May 28, 2020, the Company and Auctus entered into the Second Amendment to the Common Stock Purchase Warrant (the “May Warrant Amendment”) to amend the Initial Amendment to the Warrant Agreement between the Company and Auctus, dated February 14, 2020 (“February Warrant Amendment”).

As previously disclosed, the February Warrant Amendment amended the exercise price of the First Warrant from $2.75 to $1.50 (the “Amended First Warrants “). The May Warrant Amendment furthers revises the exercise price of the Amended First Warrants from $1.50 per share to $1.00 per share and revises the exercise price of the Second Warrant from $3.75 to $2.50. The May Warrant Amendment does not impact the number of shares issuable under the Warrants, or trigger any anti-dilution adjustments pursuant to the terms thereof. For the avoidance of doubt, as of the date hereof, Auctus has partially exercised the Amended First Warrants and may currently exercise such warrants to purchase up to an additional 333,000 shares of Common Stock at $1.00 pursuant to the terms of the May Warrant Amendment. Auctus has not exercised the Second Warrant or Third Warrant.

The foregoing description of the May Warrant Amendment is qualified in its entirety by reference to the May Warrant Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference herein.

To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this item 3.03.

(d) Exhibits.

*filed herewith

1

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.

2

Exhibit 10.1

SECONDAMENDMENT TO

COMMONSTOCK PURCHASE WARRANT

This Second Amendment to Common Stock Purchase Warrant (“Second Amendment”), is made and entered into effective as of May 28, 2020 (the “Effective Date”), by and between Quantum Computing Inc., a Delaware corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (“Auctus”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Warrants (as defined below).

**WHEREAS,**effective October 16, 2019 the Company issued three common stock purchase warrants to Auctus to purchase an aggregate of up to 1,125,000 shares of the Company’s common stock (the “Common Stock”), during a period of five years from issuance (each such warrant, a “ Warrant” and collectively, the “ Warrants”);

WHEREAS, the first Warrant (the “First Warrant”) was exercisable to purchase up to 500,000 shares of Common Stock at an Exercise Price of $2.75 per share, the second Warrant (the “Second Warrant”) is exercisable to purchase up to 350,000 shares of Common Stock at an Exercise Price of $3.75 per share and the third Warrant (the “Third Warrant”) is exercisable to purchase of up to 275,000 shares of Common Stock at an Exercise Price of $4.75 per share;

WHEREAS, each of the Warrants contain price protected full-ratchet anti-dilution provisions which provide for Exercise Price adjustments if the Company issues Common Stock or common stock equivalents while the Warrants are outstanding at a price below the then applicable Exercise Price;

WHEREAS, on February 14, 2020 the Company and Auctus agreed to amend the First Warrant to revise the Exercise Price from $2.75 to $1.50 per share (the “Amended First Warrant”), without any Exercise Price adjustments being made to the Second Warrant or Third Warrant;

**WHEREAS,**the Company and Auctus wish to (i) amend the Amended First Warrant to further revise the Exercise Price thereunder from $1.50 per share to $1.00 per share and (ii) amend the Second Warrant (“Amended Second Warrant”) to revise the Exercise Price of the Second Warrant from to $3.75 per share to $2.50 per share without any Exercise Price adjustments being made to the Third Warrant; and

WHEREAS, the Amended First Warrant was partially exercised and the Company has previously issued to Auctus 167,000 shares of its common stock (the “Partial Exercises”); and

**WHEREAS,**pursuant to the Partial Exercises, the Amended First Warrant is exercisable to purchase up to 333,000 shares of Common Stock pursuant to the amended terms contemplated herein.

NOW,THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.  Second Amendment to the Amended First Warrant Exercise Price. The term “Exercise Price” as defined in the Amended First Warrant is hereby revised as follows:

“Exercise Price” means $1.00 per share of Common Stock, subject to adjustment as provided herein (including but not limited to cashless exercise).

2.  Amended Second Warrant Exercise Price. The term “Exercise Price” as defined in the Second Warrant is hereby revised as follows:

“Exercise Price” means $2.50 per share of Common Stock, subject to adjustment as provided herein (including but not limited to cashless exercise).

3.  No Adjustment of Exercise Price Under the Third Warrant. The revision to the Exercise Price under the Second Amendment to the First Warrant and Amended Second Warrant shall not trigger or cause any Exercise Price adjustments under the Third Warrant pursuant to the adjustments sections thereof or otherwise. Such Exercise Price shall remain at $4.75.

4. Necessary Acts. Each party to this Second Amendment to the First Warrant hereby agrees to perform any further acts and to execute and deliver any further documents that may be necessary or required to carry out the intent and provisions of this Second Amendment to the First Warrant and the transactions contemplated hereby.

5. Governing Law. This Second Amendment to the First Warrant will be governed by and construed under the Governing Law and Venue provisions of the Warrants.

6. Continued Validity. Except as otherwise expressly provided herein, the Warrants shall remain in full force and effect.

INWITNESS WHEREOF, the parties have caused this Second Amendment to the First Warrant to be duly executed as of the date first written above.