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 Securitiesand Exchange Act of 1934
Date of Report (Date of earliest event reported):September 22, 2021
QUANTUM COMPUTING, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-56015 | 82-4533053 |
|---|---|---|
| (State or other jurisdictionof incorporation) | (CommissionFile Number) | (IRS EmployerIdentification No.) |
215 Depot Court SE, Suite 215
Leesburg, VA 20175
(Address of principal executive offices, includingzip code)
(703) 436-2161
(Registrant’s telephone number, includingarea code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to<br>Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>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 $.0001 | QUBT | The Nasdaq Capital Market |
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. ☐
Item 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation
On September 22, 2021, the Board of Directors of Quantum Computing, Inc. (the “Company”) was informed of the resignation of Mr. Justin Schreiber from the Board of Directors effective immediately. Mr. Schreiber’s decision to resign was not as a result of any disagreement with the Company relating to its operations, policies or practices.
Appointment
On September 22, 2021, the Board of Directors of the Company appointed Mr. William J. McGann as a member of the Board of Directors. Mr. McGann has been determined by the Board of Directors of the Company to be an independent director consistent with Rule 5605(a)(2) of the NASDAQ listing standards. Mr. McGann will serve as a member of the Audit Committee, as the Chairman of the Compensation Committee and as a member of the Nominating and Governance Committee filling in the vacancies created by the resignation of Mr. Schreiber.
On September 24, 2021, the Company entered into a Director Agreement with Mr. McGann (“McGann Director Agreement”). Pursuant to the McGann Director Agreement, Mr. McGann shall serve as a member of the Board of Directors of the Company and will receive $20,000 annually in addition to 100,000 options annually, vesting quarterly at the stock price on the date of grant.
The foregoing description is a summary only, and does not purport to set forth the complete terms of the McGann Director Agreement and is qualified in its entirety by reference to the McGann Director Agreement filed as Exhibit 10.1 to this current report on Form 8-K and is hereby incorporated by reference.
Item 8.01 Other Events.
On September 23, 2021, the Company issued a press release in connection with the appointment of Mr. McGann to the Board of Directors of the Company. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference. ****
Item 9.01. Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit |
|---|---|
| 10.1 | McGann Director Agreement, dated September 24, 2021 |
| 99.1 | Press Release, dated September 23, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| QUANTUM COMPUTING INC. | ||
|---|---|---|
| Dated: September 24, 2021 | By: | /s/ Christopher Roberts |
| Christopher Roberts<br><br> <br>Chief Financial Officer |
2
Exhibit 10.1
QUANTUM COMPUTING, INC.
215 Depot Court SE, Suite 215
Leesburg, VA 20175
Date: 24-September, 2021
William McGann
Dear Mr. McGann
This is to confirm the terms of your appointment as a Non-Executive Director of Quantum Computing, Inc. (the “Company”) and Chair of the compensation committee.
Overall, in terms of time commitment, we expect your attendance at all the Board of Directors (the “Board”) meetings, meetings of the audit, compensation and nomination committees of the Board (as applicable) and the General Meetings (if requested). In addition, you will be expected to devote appropriate preparation time ahead of each meeting. Board meetings may be held within or outside Virginia as the Company may decide.
By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of this position.
For and in consideration of the services to be performed by you, Company agrees to pay you as follows:
| 1.1 | Fee. An annual fee equal to the amount of $20,000.00<br>(Twenty Thousand U.S. Dollars), payable on a quarterly basis, subject to your continuous service as a member of the Board (the<br>“Annual Fee”). |
|---|
| 1.2 | Stock Options. Subject to all approvals required<br>by law, the Company will grant you options to purchase shares of common stock each year that you remain in service as a Non-Executive<br>Director. 100,000 options per year, vesting quarterly at the stock price on the date of grant. |
|---|
Certain Representations. You represent and agree that you are accepting the shares of common stock being issued to you pursuant to this Agreement for your own account and not with a view to or for sale of distribution thereof. You understand that the securities are restricted securities and you understand the meaning of the term “restricted securities.” You further represent that you were not solicited by publication of any advertisement in connection with the receipt of the shares and that you have consulted tax counsel as needed regarding the shares.
1
| 1.3 | Company agrees to reimburse you for out-of-pocket expenses<br>incurred by you in connection with your service (including out-of-pocket expenses and “Business Class” transportation expenses,<br>provided that such expenses are against original and valid receipts and pre-approved by the Company in writing (the “Expenses”). |
|---|---|
| 1.4 | Payment of the Expenses, as applicable, shall be made against<br>your itemized invoice following the receipt of the relevant invoice, which invoice shall be submitted to the Company within seven (7)<br>days of the end of each calendar month during the term of this letter of appointment. |
| --- | --- |
| 1.5 | For the avoidance of any doubt, the Fee and the aforementioned<br>Expenses constitute the full and final consideration for your appointment, and you shall not be entitled to any additional consideration,<br>of any form, for your appointment and service. |
| --- | --- |
| 2. | The term of your appointment as a Non-Executive Director<br>of the Company shall be for one year or until the next Annual Meeting of Stockholders. |
| --- | --- |
| 3. | You will undertake such travelling as may reasonably be necessary<br>for the performance of your duties, including travelling overseas for Board meetings and site visits if required. |
| --- | --- |
| 4. | You will undertake such duties and powers relating to the<br>Company, and any subsidiaries or associated companies of the Company (the “Group”) as the Board may from time to time<br>reasonably request. Directors have the same general legal responsibilities to the Company as any other director. The Board as a whole<br>is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs, interalia, as follows: |
| --- | --- |
| ● | Providing entrepreneurial leadership of the Group within<br>a framework of prudent and effective controls which enable risk to be assessed and managed; and |
| --- | --- |
| ● | Setting the Group’s strategic aims, ensures that the<br>necessary financial and human resources are in place for the Group to meet its objectives and reviews management performance; and |
| --- | --- |
| ● | Setting the Group’s values and standards and ensures<br>that its obligations to its shareholders and others are understood and met. |
| --- | --- |
| 5. | Confidential Information |
| --- | --- |
You undertake to the Company that you shall maintain in strict confidentiality all trade, business, technical or other information regarding the Company, the Group, its affiliated entities and their business affairs including, without limitation, all marketing, sales, technical and business know-how, intellectual property, trade secrets, identity and requirements of customers and prospective customers, the Company’s methods of doing business and any and all other information relating to the operation of the Company (collectively, the “Confidential Information”). You shall at no time disclose any Confidential Information to any person, firm, or entity, for any purpose unless such disclosure is required in order to fulfil your responsibilities as director. You further undertake that you shall not use such Confidential Information for personal gain.
2
“Confidential Information” shall not include information that (i) is or becomes part of the public domain other than as a result of disclosure by you, (ii) becomes available to you on a non- confidential basis from a source other than the Company, provided that the source is not bound with respect to that information by a confidentiality agreement with the Group or is otherwise prohibited from transmitting that information by a contractual legal or fiduciary obligation, or (iii) can be proven by you to have been in your possession prior to disclosure of the information by the Company. In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information, it is agreed that you, to the extent practicable under the circumstances, will provide the Company with prompt notice of any such request or requirement so that the Company may seek an appropriate protective order or waive compliance with this paragraph 6. If a protective order or the receipt of a waiver hereunder has not been obtained, you may disclose only that portion of the Confidential Information which you are legally compelled to disclose.
Blackout Period. You understand that we have a policy pursuant to which no officer, director or key executive may not engage in transactions in our stock during the period commencing two weeks prior to the end of a fiscal quarter and ending the day after the financial information for the quarter and year have been publicly released. As a member of the audit committee, if you have information concerning our financial results at any time, you may not engage in transactions in our securities until the information is publicly disclosed.
| 6. | Term and Termination |
|---|
| 6.1 | Subject to paragraph 6.1 hereunder, this appointment shall<br>terminate immediately and without claim for compensation on the occurrence of any of the following events: |
|---|---|
| 6.1.1 | if you resign as a director of the Company for any reason;<br>and/or |
| --- | --- |
| 6.1.2 | if this appointment is cancelled by the holder or the holders<br>of the shares by which you were appointed; and/or |
| --- | --- |
| 6.1.3 | if you were appointed by other directors in order to temporary<br>fill vacancy on the Board and said appointment is cancelled by the Board; and/or |
| --- | --- |
| 6.1.4 | if you are removed or not re-appointed as a director of the<br>Company at a General Meeting of the Company in accordance with the requirements of Section 141 of the DGCL and/or any other applicable<br>law or regulation (the “Law”) and/or the Company’s Articles of Incorporation; and/or |
| --- | --- |
| 6.1.5 | if you have been declared bankrupt or made an arrangement<br>or composition with or for the benefit of your creditors; and/or |
| --- | --- |
3
| 6.1.6 | if you have been disqualified from acting as a director (including,<br>but not limited to, an event in which you are declared insane or become of unsound mind or become physically incapable of performing<br>your functions as director for a period of at least 60 days) ; and/or |
|---|---|
| 6.1.7 | with your death and if you are a corporation or either entity,<br>with your liquidation. |
| --- | --- |
| 6.1.8 | if an order of a court having jurisdiction over the Company<br>requires you to resign. |
| --- | --- |
| 6.2 | Any termination of this letter of appointment shall be without<br>payment of damages or compensation (except that you shall be entitled to any accrued Fees or Expenses properly incurred under the terms<br>of this letter of appointment prior to the date of such termination). |
| --- | --- |
| 6.3 | On termination of this appointment, you shall return all<br>property belonging to a Group company, together with all documents, papers, disks and information, howsoever stored, relating to a Group<br>company and used by you in connection with this position with the Company. |
| --- | --- |
| 7. | Subject to the proper performance of your obligations to<br>the Company under this letter of appointment and any applicable law, the Company agrees that you will be free to accept other appointments<br>and directorships provided that: |
| --- | --- |
| 7.1 | They do not in any way conflict with the interests of the<br>Company or any member of the Group; and |
| --- | --- |
| 7.2 | They do not restrict you from devoting the necessary time<br>and attention properly to services to be performed under this letter of appointment; and |
| --- | --- |
| 7.3 | In the event that you become aware of any potential conflicts<br>of interest, these must be disclosed to the Chairman and/or the Chief Executive Officer (the “CEO”) of the Company<br>as soon as they become apparent. |
| --- | --- |
| 7.4 | The Company acknowledges that you are currently on the Board<br>of Directors of the following companies: |
| --- | --- |
| 8. | The Company will put directors’ and officers’<br>liability insurance in place as soon as possible and will use commercial reasonable effort to maintain such coverage for the full term<br>of your appointment. |
| --- | --- |
| 9. | The performance of individual directors and the Board and<br>its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your position, you should<br>discuss them with the Chairman and/or the CEO as soon as is appropriate. |
| --- | --- |
4
| 10. | In addition to any right pursuant to applicable law, occasions<br>may arise when you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur<br>when it will be appropriate for you to seek such advice from independent advisors at the Company’s expense, to the extent provided<br>under applicable law and subject to the prior written approval of a majority of the independent directors of the Company and the CEO,<br>such consent shall not be unreasonably withheld. |
|---|---|
| 11. | This letter refers to your appointment as a director of the<br>Company and your membership of the audit, nomination and the remuneration committees of the board. |
| --- | --- |
| 12. | You shall procure that you comply at all times with the Company’s<br>inside trading policies as in effect from time to time. |
| --- | --- |
| 13. | You shall discharge your general duties as a director pursuant to the<br>Company's Articles of Association of the Company and applicable law. |
| --- | --- |
| 14. | This letter of appointment shall be governed by and construed<br>in accordance with the law of the State of Virginia. |
| --- | --- |
Please sign the attached copy of this letter and return it to the Company to signify your acceptance of the terms set out above.
Sincerely yours,
| QUANTUM COMPUTING, INC. | |
|---|---|
| By | /s/ Robert Liscouski |
| Robert Liscouski | |
| Chief Executive Officer | |
| By | /s/ William J. McGann, Ph.D. |
| William J. McGann, Ph.D. |
5
Exhibit 99.1
Quantum Computing Inc. Appoints William J. McGann, Ph.D., to itsBoard of Directors
Brings Extensive Track Record of Successfully Commercializing InnovativeTechnology
LEESBURG, Va., September 23, 2021 — Quantum Computing Inc. (the “company” or “QCI”) (Nasdaq: QUBT), a leader in bridging the power of classical and quantum computing, has appointed renowned business and technology leader William J. McGann, Ph.D., to serve on the company’s board of directors.
McGann brings over 30 years of executive leadership, technology, and science experience, strengthened by an underlying passion for turning emerging technology into practical solutions for solving some of the world’s greatest challenges. Throughout his career, he has contributed to the advancement of research and technology development and has authored over 70 research proposals for the U.S. government, dozens of scientific publications, and 26 patents in the areas of nuclear, chemical and biological detection technologies.
“I am pleased and genuinely excited to be given the opportunity to sit on the Board of Directors at Quantum Computing, Inc.” said McGann. “The development and application of quantum-based models and methodologies to solve the world’s most complex, classical problems provides a tremendous opportunity for the talented, focused and energized team at QCI. I am looking forward to supporting the business in its critical mission to provide powerful and quantum-ready software business solutions to the world.”
Since 2019, McGann has served as the Chief Technology Officer for the Security, Detection and Automation business at Leidos Corp., a civil, defense, health, and intelligence innovator. In this role, he is focused on the creation of innovative customer solutions driven by a strong portfolio of physics, chemistry and software-based products. He is responsible for leading innovation and technology development across the aviation and ports and borders market segments, as well as driving an externally focused business strategy with global markets.
In addition to his business responsibilities at Leidos, McGann also serves the company as a Technology Fellow. In this role, his passions align with the company’s mission, which is centered on delivering leading edge technology capabilities and solutions.
“With quantum computing poised to revolutionize a number of industries, the QCI team is incredibly fortunate to have someone of Bill’s caliber on the board of directors,” said Robert Liscouski, chairman, president, and CEO of QCI. “We are eager to leverage his tremendous track record to guide us in applying the power of quantum computing to deliver practical solutions to critical business problems.”
215 Depot Court, Suite 215
Leesburg, VA 20175
“Bill and I have worked together in the past, and frankly, he is a guy that knows how to get things done,” Liscouski added.
Over the course of his professional career, McGann has held numerous business and technology leadership positions, including founder of the first explosives trace detection company, Ion Track Instruments; CTO for GE Security; VP of engineering for United Technologies Fire and Security business; CEO and board member of Implant Sciences Corp.; and CTO at L3Harris Technologies, Security and Detection Systems Division.
McGann received his Ph.D. in Chemical Physics from University of Connecticut and holds undergraduate degrees in both Chemistry and Biology.
About Quantum Computing Inc.
Quantum Computing Inc. (QCI) (Nasdaq: QUBT) is focused on accelerating the value of quantum computing for real-world business solutions. The company’s flagship product, Qatalyst, is the first software to bridge the power of classical and quantum computing, hiding complexity and empowering SMEs to solve complex computational problems today. QCI’s expert team in finance, computing, security, mathematics and physics has over a century of experience with complex technologies; from leading edge supercomputing innovations, to massively parallel programming, to the security that protects nations. Connect with QCI on LinkedIn and @QciQuantum on Twitter. For more information about QCI, visit www.quantumcomputinginc.com.
Important Cautions Regarding Forward-Looking Statements
This press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the near future. Those statements include statements regarding the intent, belief or current expectations of Quantum Computing (“Company”), and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.
The Company undertakes no obligation to update or revise forward-looking statements to reflect changed conditions. Statements in this press release that are not descriptions of historical facts are forward-looking statements relating to future events, and as such all forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995. Statements may contain certain forward-looking statements pertaining to future anticipated or projected plans, performance and developments, as well as other statements relating to future operations and results. Any statements in this press release that are not statements of historical fact may be considered to be forward-looking statements. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “intends,” “goal,” “objective,” “seek,” “attempt,” “aim to,” or variations of these or similar words, identify forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A in the Company’s Annual Report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC.
Qatalyst™ is the trademark of Quantum Computing Inc. All other trademarks are the property of their respective owners.
215 Depot Court, Suite 215
Leesburg, VA 20175
2
Company Contact:
Robert Liscouski, CEO
Quantum Computing, Inc.
+1 (703) 436-2161
Email Contact
Investor Relations Contact:
Ron Both or Grant Stude
CMA Investor Relations
+1 (949) 432-7566
Email Contact
Media Relations Contact:
Bob Geller
Fusion Public Relations
+1 (917) 816-0562
qci@fusionpr.com
215 Depot Court, Suite 215
Leesburg, VA 20175
3