8-K

UNITED STATESSECURITIES 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):January 21, 2021

QUANTUM COMPUTING INC.

(Exact name of registrant as specified inits charter)

215 Depot Court SE, Suite 215

Leesburg, VA 20175

(Address of Principal Executive Office) (ZipCode)

(703) 436-2161

(Registrant’s telephone number, includingarea code)

(Former Name or Address, if Changed SinceLast Report)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 checkmark 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 3.02 Unregistered Sales of EquitySecurities.

On January 21, 2021, Quantum Computing Inc., a Delaware corporation (the “Company”), issued (i) an aggregate of 500,000 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), to two members of the board of directors of the Company (the “Board”), as compensation for services rendered in their capacity as members of the Board since 2018 (the “Stock Compensation”); (ii) 893,000 shares of common stock to Mr. Bernard Velge, a member of the Board, pursuant to the conversion by Mr. Velge of a convertible promissory note with an outstanding balance of $893,000 including principal and interest, issued to Mr. Velge on August 17, 2018 (the “Note”); and (iii) 616,273 shares of common stock pursuant to the cashless exercise of outstanding warrants.

The shares of Common Stock issued in connection with the Stock Compensation, the Note and exercise of the warrants, were not registered under the Securities Act, but were issued in reliance on the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D thereunder.

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.