QUBT 8-K/A
Quantum Computing Inc. (QUBT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§12.102 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. ☐
EXPLANATORY NOTE
This Amendment is being filed to provide the financial statements of NHanced and the unaudited pro forma condensed combined financial information of the Company and NHanced required by Items 9.01(a) and 9.01(b) of Form 8-K, which were not included in the Original 8-K. As disclosed in the Original 8-K, such financial statements and pro forma financial information would be filed by amendment no later than 71 calendar days after the date on which the Original 8-K was required to be filed.
Except as set forth herein, no other changes are being made to the Original 8-K. This Amendment should be read in conjunction with the Original 8-K.
1
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The audited financial statements of NHanced Semiconductors, Inc. for the fiscal years ended June 30, 2025 and 2024, together with the report of the independent auditor thereon, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.
The unaudited interim financial statements of NHanced Semiconductors, Inc. for the three and nine months ended March 31, 2026 and 2025, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company and NHanced is filed as Exhibit 99.3 to this Current Report on Form 8-K/A and is incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Description | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | |
| 99.1 | Audited Financial Statements of NHanced Semiconductors, Inc. for the years ended June 30, 2025 and 2024 | |
| 99.2 | Unaudited Interim Financial Statements of NHanced Semiconductors, Inc. for the three and nine months ended March 31, 2026 and 2025 | |
| 99.3 | Unaudited Pro Forma Condensed Combined Financial Information | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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: September 8, 2026 | By: | /s/ Christopher Roberts |
| Name: | Christopher Roberts | |
| Title: | Chief Financial Officer | |
3
Exhibit 23.1
Consent of Independent Auditors
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-268064 and 333-264518) and Form S-8 (Nos. 333-286033 and 333- 297330) of Quantum Computing Inc. of our report dated November 12, 2025 relating to the consolidated financial statements of Nhanced Semiconductor, Inc. as of and for the years ending June 30, 2025 and 2024, which appears in this Current Report on Form 8-K/A (Amendment No. 1).
/s/ Spicer Jeffries LLP
Denver, Colorado
September 8, 2026
Exhibit 99.1
FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NHANCED SEMICONDUCTORS, INC.
TABLE OF CONTENTS
| Independent Auditors’ Report | 3-4 |
| Financial Statements | |
| Balance Sheets | 5 |
| Statements of Income | 6 |
| Statements of Changes in Shareholder’s Equity | 7 |
| Statements of Cash Flows | 8 |
| Notes to Financial Statements | 9-19 |
2
SPICER
JEFFRIES LLP
Certified Public Accountants
4601 DTC BOULEVARD, SUITE 700
DENVER, COLORADO 80237
TELEPHONE: (303) 753-1959
FAX: (303) 753-0338
www.spicerjeffries.com
To the Shareholder of NHanced Semiconductors, Inc.
Opinion
We have audited the accompanying financial statements of NHanced Semiconductors, Inc., (the “Company”), which comprise the balance sheets as of June 30, 2025 and 2024, and the related statements of income, changes in shareholder’s equity and cash flows for the years then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of a Matter – Restatement of financial statements
We draw your attention to Note 15 to the financial statements that describes i) that the financial statements that we originally reported on November 20, 2024 have been restated, and ii) the matter that gives rise to the restatement of the June 30, 2024 financial statements. Our opinion is not modified in respect to this matter.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.
3
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. | |
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. | |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. | |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. | |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
Denver, Colorado
November 12, 2025
4
BALANCE SHEETS
AS OF JUNE 30, 2025 AND 2024
| 2024 | ||||||||
| (As Restated - | ||||||||
| 2025 | Note 15) | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and Cash Equivalents | $ | 26,846 | $ | 544,780 | ||||
| Accounts Receivable | 1,151,937 | 882,750 | ||||||
| Other Receivable | - | 339,948 | ||||||
| Inventory | 9,755,816 | 1,874,582 | ||||||
| Prepaid Assets | 213,605 | - | ||||||
| Loans Receivable | 910,764 | - | ||||||
| Loan to Shareholder (Note 12) | 62,400 | 675,688 | ||||||
| Total Current Assets | 12,121,368 | 4,317,748 | ||||||
| Property and Equipment, net | 21,729,635 | 11,866,481 | ||||||
| Right-of-Use Asset, net | 17,019,683 | 2,633,501 | ||||||
| Loan to Shareholder Long-Term (Note 12) | 5,927,891 | 282,472 | ||||||
| Other Assets (Note 8) | 202,942 | 317,767 | ||||||
| Total Assets | $ | 57,001,519 | $ | 19,417,969 | ||||
| Liabilities and Shareholder's Equity Current Liabilities: | ||||||||
| Accounts Payable | $ | 2,151,233 | $ | 1,519,125 | ||||
| Accrued Liabilities | 1,923,099 | 647,853 | ||||||
| Deferred Revenue | 2,904,801 | 2,000,299 | ||||||
| Other Liabilities | 1,553,334 | - | ||||||
| Current Tax Provision | 1,668,373 | 73,635 | ||||||
| Current Portion of Notes Payable | 87,384 | 127,014 | ||||||
| Current Portion of Lease Liability | 529,514 | 1,030,008 | ||||||
| Total Current Liabilities | 10,817,738 | 5,397,934 | ||||||
| Notes Payable (net of Current Portion) | 363,456 | 422,569 | ||||||
| Operating Lease Liability (net of Current Portion) | 17,056,569 | 1,664,949 | ||||||
| Deferred Income Taxes (Note 9) | 1,648,861 | 526,593 | ||||||
| Total Liabilites | 29,886,624 | 8,012,045 | ||||||
| Contingencies (Note 13) | ||||||||
| Shareholder’s Equity: | ||||||||
| Common Stock, no par value per share (1,450 shares authorized, 450 shares issued and outstanding) | 200 | 200 | ||||||
| Additional Paid-in Capital | 100,000 | 100,000 | ||||||
| Retained Earnings | 27,014,695 | 11,305,724 | ||||||
| Total Shareholder’s Equity | 27,114,895 | 11,405,924 | ||||||
| Total Liabilities and Shareholder’s Equity | $ | 57,001,519 | $ | 19,417,969 | ||||
The accompanying notes are an integral part of these financial statements.
5
STATEMENTS OF INCOME
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
| 2024 | ||||||||
| (As Restated - | ||||||||
| 2025 | Note 15) | |||||||
| Revenue | $ | 57,064,559 | $ | 36,184,071 | ||||
| Cost of Goods Sold | 30,663,271 | 21,250,298 | ||||||
| Gross Profit | 26,401,288 | 14,933,773 | ||||||
| Selling, General and Administrative Expenses | 8,594,384 | 4,397,488 | ||||||
| Operating Income | 17,806,904 | 10,536,285 | ||||||
| Other Income (Expense): | ||||||||
| Interest Income | 39,325 | 7,336 | ||||||
| Grants Received (Net) | 850,000 | - | ||||||
| Interest Expense | (31,499 | ) | (36,680 | ) | ||||
| Total Other Income (Expense) | 857,826 | (29,344 | ) | |||||
| Income Before Income Taxes | 18,664,730 | 10,506,941 | ||||||
| Income Tax Provision (Note 9) | (2,955,759 | ) | (1,751,871 | ) | ||||
| Net Income | $ | 15,708,971 | $ | 8,755,070 | ||||
The accompanying notes are an integral part of these financial statements.
6
STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
| Common | Additional | Total | ||||||||||||||||||
| Common | Stock | Paid-in | Retained | Shareholder’s | ||||||||||||||||
| Shareholder’s Equity | Shares | Amount | Capital | Earnings | Equity | |||||||||||||||
| Beginning Balance - July 1, 2023 | 450 | $ | 200 | $ | 100,000 | $ | 2,550,654 | $ | 2,650,854 | |||||||||||
| Net Income | - | - | - | 8,755,070 | 8,755,070 | |||||||||||||||
| Ending Balance - June 30, 2024, as restated - Note 15 | 450 | $ | 200 | $ | 100,000 | $ | 11,305,724 | $ | 11,405,924 | |||||||||||
| Net Income | - | - | - | 15,708,971 | 15,708,971 | |||||||||||||||
| Ending Balance - June 30, 2025 | 450 | $ | 200 | $ | 100,000 | $ | 27,014,695 | $ | 27,114,895 | |||||||||||
The accompanying notes are an integral part of these financial statements.
7
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
| 2024 | ||||||||
| (As Restated - | ||||||||
| 2025 | Note 15) | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net Income | $ | 15,708,971 | $ | 8,755,070 | ||||
| Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ||||||||
| Depreciation & Amortization | 1,958,233 | 595,688 | ||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accounts Receivable | (269,187 | ) | 2,125,179 | |||||
| Inventory | (7,881,234 | ) | (1,691,206 | ) | ||||
| Prepaid Expenses | (213,605 | ) | - | |||||
| Other Assets | (5,190,646 | ) | (729,240 | ) | ||||
| Accounts Payable | 632,110 | 1,004,139 | ||||||
| Accrued Liabilities | 1,275,244 | (494,454 | ) | |||||
| Deferred Taxes | 1,122,268 | 462,715 | ||||||
| Current Tax Provision | 1,594,738 | 73,635 | ||||||
| Other Liabilities | 1,553,334 | - | ||||||
| Deferred Revenue | 904,502 | 2,000,299 | ||||||
| Change in Right-of-Use Asset and Operating Lease Liability | 504,944 | 22,338 | ||||||
| Net Cash Provided by Operating Activities | 11,699,672 | 12,124,163 | ||||||
| Cash Flows From Investing Activities | ||||||||
| Acquisition of Property and Equipment | (11,821,387 | ) | (11,284,490 | ) | ||||
| Net Cash Used in Investing Activities | (11,821,387 | ) | (11,284,490 | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| Payments of Notes Payable | (98,743 | ) | (120,343 | ) | ||||
| Issuance of Notes Receivable | (910,764 | ) | - | |||||
| Issuance of Loan to Shareholder | 613,288 | (188,898 | ) | |||||
| Net Cash Used in Financing Activities | (396,219 | ) | (309,241 | ) | ||||
| Net Increase (Decrease) in Cash | (517,934 | ) | 530,432 | |||||
| Cash and Cash Equivalents - Beginning of Year | 544,780 | 14,348 | ||||||
| Cash and Cash Equivalents - End Of Year | $ | 26,846 | $ | 544,780 | ||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash Paid for Interest | $ | 31,499 | $ | 36,680 | ||||
| Cash Paid for Income Taxes | $ | 240,937 | $ | 404,000 | ||||
The accompanying notes are an integral part of these financial statements.
8
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 1 - NATURE OF BUSINESS
Organization and Business
NHanced Semiconductors, Inc. (the “Company”), was incorporated in the state of Delaware on June 22, 2016. The Company is a U.S. based independent, pure-play technology foundry that offers advanced semiconductor development and manufacturing services and advanced packaging services from its fabrication facilities, or fab, in both North Carolina and Indiana. The Company’s technology-as-a-service model leverages a strong foundation of proprietary technology to co-develop process technology intellectual property with its customers that enables disruptive concepts through its Advanced Technology Services for diverse microelectronics (integrated circuits (“ICs”)) and related micro and nanotechnology applications. In addition to these differentiated technology development services, the Company supports customers with volume production of ICs for high-growth markets through its Wafer Services.
NOTE 2 - BASIS OF PRESENTATION
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management believes that the estimates utilized in the preparation of the financial statements are prudent and reasonable. Actual results could differ from these estimates.
NOTE 3 - RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the current year presentation.
9
NHANCED SEMICONDUCTORS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
The Company considers all highly liquid financial instruments with original maturities of three months or less to be cash equivalents. The Company maintains its cash and cash equivalents with financial institutions which balances may exceed the federally insured limits. The Company has not experienced any losses in its deposit accounts. At June 30, 2025 and 2024 the Company had $- and $284,050 in cash balances in excess of the federally insured limits.
Accounts Receivable Trade
Accounts receivable are carried at the original invoice amount less an estimate made for expected credit losses based on the Company’s expectation of losses to be incurred.
A general valuation allowance is established for accounts receivable based on historical loss experience. All amounts deemed to be uncollectible are charged against the allowance for doubtful accounts in the period that determination is made. Based on management’s review of outstanding receivable balances and historical collection information, management’s best estimate is that all balances will be collected. Accordingly, the Company has not established an allowance for doubtful accounts.
Inventories
Inventories consist of wafer raw materials, work in process, chemicals, and supplies and spare parts. Cost is determined on the first-in, first-out basis. Raw materials are stated at weighted-average cost, while work in process inventory is stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. When net realizable value (which requires projecting future average selling prices, sales volumes, and costs to complete the products in work in process inventories) is below cost, the Company records a charge to cost of goods sold to write down inventories to their estimated net realizable values in advance of when inventories are actually sold. Supplies and spare parts are measured at cost and expensed when utilized. Supplies and spare parts are classified as inventory if expected use is within one year.
Property and Equipment
Property and equipment is recorded at cost when acquired. The costs of additions and improvements are capitalized. The costs of repairs and maintenance are expensed in the period incurred. When equipment is sold or retired, the related net carrying amount of the equipment is derecognized and a gain or loss Is recorded in the statement of income. Depreciation is computed using the straight-line method over the estimated useful lives of the assets which are generally five to seven years for machinery and equipment and fifteen years for leasehold improvements.
10
NHANCED SEMICONDUCTORS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition Policies
Revenue is recognized when control of the promised goods or services are transferred to the Company’s customers, in amounts that reflect the consideration the Company expects to be entitled to in exchange for those goods or services. To recognize revenue, the Company applies the following five step approach: 1), identify the contract with the customer, 2) identify the performance obligations in the customer contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize the revenues when or as it satisfies a performance obligation. The Company accounts for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of transaction price is reasonably assured.
At contract inception, the Company applies judgement in determining the customer’s ability to pay amounts entitled to the Company when due based on a variety of factors including the customer’s historical payment experience.
The Company primarily derives its revenue from the performance of Advanced Technology Services (“ATS”) process development services and the manufacture and delivery of wafers via Wafer Services.
ATS Development – ATS development contracts are focused on the performance of process development services, the output of which determines the viability of the process. Wafer manufacturing development services do not include services to manufacture customer wafers at scale. ATS development contracts are complex and wafer manufacturing development services are often either the lone performance obligation in an ATS development contract, or the performance obligation to which the majority of the contract value is allocated. The Company has fixed price contracts with its ATS development customers that may be extended or amended based on results of the initial contract. The Company’s ATS development customers receive the benefits of these services, and revenue from performance of these services are recognized when the goods are delivered or a milestone is achieved with no further recourse to the Company.
Wafer Services – Wafers are goods that are generally customer specific, highly customized and have no alternative use to the Company. Wafer Services customers contract with the Company to manufacture wafers based on their manufacturing design specifications. The terms of Wafer Services contracts dictate when control over wafers is transferred to the Company’s customers.
Contract performance is typically defined as “Best Effort”, “Milestone Achievement” or “Specific Yield” in either numbers or performance. These specifics are defined as follows:
| (1) | Best Effort – Work is performed per specific processes and procedures and results are examined to either prove or disprove viability of said processes and procedures. |
| (2) | Milestone Achievement – Work has been performed, as determined in the statement of work via purchase order, in a series of steps. |
11
NHANCED SEMICONDUCTORS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONCLUDED)
Revenue Recognition Policies (Concluded)
| (3) | Specific Yield – Results determined through examination of the final product have been achieved. These can be specific levels of performance or a given percentage of functional product per a given lot, when produced in mass. |
In cases where the Contract, Purchase Order, Statement of Work, or other engagement documentation, do not provide specifics, revenue is recognized when the end product is shipped to the customer.
Selling, General and Administrative Expenses
Selling and administrative expenses include advertising and marketing, salaries, wages, taxes, and employee benefit costs for employees, costs related to the Company’s office in Illinois, insurance costs, and other miscellaneous costs. During the year ended June 30, 2025 and 2024, the Company incurred $8,594,384 and $4,397,488 in selling, general and administrative expenses.
Advertising Expenses
Advertising expenses are included in selling, general and administrative expenses during the year in which it is incurred. Advertising expense for the years ended June 30, 2025 and 2024, were $158,773 and $171,385.
Income Taxes
Income taxes are accounted for under the liability method. Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Interest and penalties are recognized within interest expense and income tax (benefit) expense, respectively, in the statement of income.
12
NHANCED SEMICONDUCTORS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 5 - REVENUE
The Company recognizes ATS Development, tools, and Wafer Services revenues pursuant to its revenue recognition policies as described in Note 4.
The following table discloses revenue for the years ended June 30, 2025 and 2024 by country as determined by customer address:
| 2025 | 2024 (As Restated - Note 15) | |||||||
| United States | $ | 54,993,198 | $ | 35,097,406 | ||||
| France | 33,000 | 224,000 | ||||||
| United Kingdom | 1,870,161 | 692,115 | ||||||
| Israel | 168,200 | 170,550 | ||||||
| Total Revenue | $ | 57,064,559 | $ | 36,184,071 | ||||
As of June 30, 2025 and 2024, the Company had one customer that accounted for approximately 87% and 77% of the Company’s total revenue. For the years ended June 30, 2025 and 2024, this customer accounted for approximately $49,000,000 and $29,000,000 in total revenue. Approximately $- and $- was due from this customer as of June 30, 2025 and 2024, respectively.
Contract Estimates
Pricing is established at, or prior to, the time of sale with customers, and the Company records the sales at the agreed-upon selling price. The terms of a contract and historical business practices can, but generally do not, give rise to variable consideration. The Company estimates variable consideration at the most likely amount it will receive from customers. It includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized for such transaction will not occur, or when the uncertainty associated with the variable consideration is resolved. In general, variable consideration in its contracts relates to the entire contract. As a result, the variable consideration is allocated proportionately to all performance obligations.
Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current, and forecasted) that is reasonably available at contract inception. There are no significant instances where variable consideration is constrained and not considered as part of the allocated contract consideration.
13
NHANCED SEMICONDUCTORS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 5 - REVENUE (CONCLUDED)
Contract Modifications
When contracts are modified to account for changes in contract specifications and requirements, the Company evaluates whether the modification either creates new, or changes existing, enforceable rights and obligations in the original contract. Contract modifications that are for goods or services that are not distinct from the existing contract, due to the significant integration with the original product or service provided, are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) under the cumulative catch-up method. When the modifications include additional performance obligations that are distinct and at a relative stand-alone selling price, they are accounted for as a new contract and performance obligation and recognized prospectively. The Company had no significant contract modifications during the years ended June 30, 2025 and 2024.
NOTE 6 - PROPERTY AND EQUIPMENT
The cost and net book value of Property and Equipment by category as of June 30, 2025 and 2024 is summarized below.
| 2025 | 2024 (As Restated - Note 15) | |||||||
| Construction in Progress | $ | 1,601,166 | $ | - | ||||
| Computer Equipment & Software | 169,136 | 90,268 | ||||||
| Furniture & Fixtures | 214,435 | 80,826 | ||||||
| Production Machinery | 18,691,711 | 12,053,988 | ||||||
| Leasehold Improvments | 4,091,767 | 709,207 | ||||||
| Total Cost | 24,768,215 | 12,934,289 | ||||||
| Accumulated Depreciation | (3,038,580 | ) | (1,067,808 | ) | ||||
| Net Property & Equipment | $ | 21,729,635 | $ | 11,866,481 | ||||
Depreciation expense for the years ended June 30, 2025 and 2024 was $1,958,233 and $595,688.
14
NHANCED SEMICONDUCTORS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 7 - INVENTORY
Inventories consist of raw materials, supplies and spare parts, and work-in-process. Work-in-process consists of engineer salaries and materials and overhead costs associated with the wafer manufacturing development services. A breakdown as of June 30, 2025 and 2024 is summarized below.
| 2025 | 2024 (As Restated - Note 15) | |||||||
| Raw Materials | $ | 262,622 | $ | 140,231 | ||||
| Work-in-Process | 9,379,672 | 1,713,133 | ||||||
| Supplies and Spare Parts | 113,522 | 21,218 | ||||||
| Total | $ | 9,755,816 | $ | 1,874,582 | ||||
NOTE 8 - OTHER ASSETS
Other assets consist of various security deposits for utilities. As of June 30, 2025 and 2024 the total security deposits for utilities amounted to $202,941 and $317,766.
NOTE 9 - DEFERRED INCOME TAXES
Temporary differences giving rise to the deferred tax liability consist primarily of the difference of depreciation expense for tax purposes over the amount for financial reporting purposes, the investment credit for the fab facilities for tax purposes, the general business credit for tax purposes, and the timing differences reported differently for financial reporting and tax purposes.
The deferred tax liabilities as of June 30, 2025 and 2024 are as follows:
| June 30, 2025 | June 30, 2024 (As Restated - Note 15) | |||||||
| Deferred Tax Liability | $ | 1,648,861 | $ | 526,593 | ||||
15
NHANCED SEMICONDUCTORS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 10 - NOTES PAYABLE
The Company has entered into two debt arrangements with independent third-party creditors. The following summarizes the agreements as of June 30, 2025 and 2024:
| 2025 | 2024 (As Restated - Note 15) | |||||||
| Loan payable to Wintrust Equipment Finance in connection with providing working capital funding for the Company for equipment financing. The loan was originated on April 19, 2023 with a maturity date of May 1, 2028. Interest accrues at 6.80% per annum with principal and interest payments due monthly. The note is secured by the equipment and inventory and personally guaranteed by the shareholder of the Company. | $ | 313,615 | $ | 405,988 | ||||
| Loan payable to the U.S. Small Business Administration in connection with providing working capital funding for the Company. The loan was originated on June 13, 2020 with a maturity date of June 13, 2050. Interest accrues at 3.75% per annum with principal and interest payments due monthly. The note is secured by the assets of the Company. | 137,225 | 143,595 | ||||||
| Total notes payable outstanding | 450,840 | 549,583 | ||||||
| Less current portion due within one year | (87,384 | ) | (127,014 | ) | ||||
| Long-term portion due after one year | $ | 363,456 | $ | 422,569 | ||||
Principal payments on Notes Payable are due as follows:
| Year | Amount | |||
| 2026 | $ | 87,384 | ||
| 2027 | 87,384 | |||
| 2028 | 148,279 | |||
| 2029 | 3,144 | |||
| 2030 | 124,649 | |||
| Total | $ | 450,840 | ||
Interest expense for the years ended June 30, 2025 and 2024 was $31,499 and $36,680, respectively.
16
NHANCED SEMICONDUCTORS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 11 - SHAREHOLDER’S EQUITY
The Company operates under the terms of its Certificate of Incorporation dated June 22, 2016 with its shares being represented by a single class. The Company has authorized for issuance 1,450 shares of no par common stock, 450 shares issued and outstanding to the sole shareholder as of June 30, 2025 and 2024.
NOTE 12 - RELATED PARTY TRANSACTIONS
The Company has advanced its sole shareholder $4,993,248, of which $62,400 was a current portion, and $675,688 at June 30, 2025 and 2024. The loan has a maturity date of January 31, 2031 with interest accruing at 2% per annum. The loan will continue to draw interest at the IRS published Applicable Federal Rate (“AFR”) for mid-term (3 to 9 year) loans adjusted monthly, and such loan balance may be increased from time to time at the request of the shareholder, up to a maximum balance of $5,000,000. The Company also has long-term notes receivable with its sole shareholder in relation to the earnest money deposits for the purchase of real estate for the Indiana fab and other lease or note payable obligations. The long-term notes receivable as of June 30, 2025 and 2024 was $997,043 and $282,472.
The Company leases office space from its sole shareholder. At June 30, 2025 and 2024, $6,684,114 and $273,708 was being leased under the agreement. For the years ended June 30, 2025 and 2024 $517,331 and $129,935 was paid in rent to the sole shareholder.
In addition, the sole shareholder has personally guaranteed the Wintrust note payable (see Note 10).
NOTE 13 - COMMITMENTS AND CONTINGENCIES
Capital Lease Commitments
The Company leases certain manufacturing equipment and its fab facility in Indiana under non-cancelable capital leases and includes these assets in property and equipment in the accompanying balance sheet. The capitalized cost of leased assets was $586,740 and $385,234 at June 30, 2025 and 2024.
Nature of Operations
The Company is a U.S. based independent, pure-play technology foundry that offers advanced semiconductor development and manufacturing services and advanced packaging services from its fabrication facilities. The majority of the Company’s business is from one contract. This contract is evaluated on all deliverables and determine a “go or no-go” rating on the deliverables. If the Company receives a “go” rating, funding is available. Under the terms of the contract, the underlying customer reserves the right to not fund the Company based on technical progress, customer needs, and availability of funding. The customer also reserves the right to exercise only certain aspects of each milestone and is not required to exercise the milestone in full.
NOTE 14 - LEASES
The Company leases certain property and equipment, such as its Indiana fab facility, and certain production equipment under finance leases. It also leases its fab facility in North Carolina and its office location in Illinois under operating leases. The Company determines if an arrangement is a lease at inception. Leases with an initial term of twelve months or less are not recorded on the balance sheet.
Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligations to make lease payments arising from the lease. Operating lease right-of-use assets are recognized at commencement date based on the present value of lease payments over the lease term. For leases that do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Some of the leases include options to extend or cancel the lease term, which is only included in the lease liability and right-of-use assets calculation when it is reasonably certain the Company will exercise that option at the inception of the lease. As of June 30, 2025 and 2024, the Company did not intend to exercise its lease extension or cancellation options.
The Company has lease agreements with lease and non-lease components and have elected to account for these as a single lease component only for equipment leases. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.
17
NHANCED SEMICONDUCTORS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 14 - LEASES (CONTINUED)
The components of lease expense are as follows:
| June 30, 2025 | June 30, 2024 (As Restated - Note 15) | |||||||
| Operating Lease Costs | $ | 1,452,244 | $ | 578,865 | ||||
| Finance Lease Costs | ||||||||
| Amortization of Assets | 206,080 | 303,315 | ||||||
| Interest on Lease Liabilities | 380,661 | 81,919 | ||||||
| Total Net Lease Cost | $ | 2,038,985 | $ | 964,099 | ||||
Supplemental information regarding right-of-use assets at June 30, 2025 and 2024, respectively as follows:
| June 30, 2025 | June 30, 2024 (As Restated - Note 15) | |||||||
| Assets: | ||||||||
| Right-of-Use Assets | $ | 18,324,381 | $ | 4,427,757 | ||||
| Accumulated Amortization | (1,304,698 | ) | (1,794,256 | ) | ||||
| Right-of-Use Assets | $ | 17,019,683 | $ | 2,633,501 | ||||
| June 30, 2025 | June 30, 2024 (As Restated - Note 15) | |||||||
| Liabilities: | ||||||||
| Operating Lease Liability, Current Portion | $ | 529,514 | $ | 1,030,008 | ||||
| Operating Lease Liability, Net of Current Portion | 17,056,569 | 1,664,949 | ||||||
| Operating Lease Liability | $ | 17,586,083 | $ | 2,694,957 | ||||
The weighted average remaining lease term and weighted average discount rates related to leases are as follows:
| June 30, 2025 | June 30, 2024 (As Restated - Note 15) | |||||||
| Weighted Average Remaining Lease Term | ||||||||
| Operating Leases | 7.45 Years | 0.74 Years | ||||||
| Finance Leases | 8.96 Years | 2.01 Years | ||||||
| Weighted Average Discount Rate | ||||||||
| Operating Leases | 4.16 | % | 0.54 | % | ||||
| Finance Leases | 2.60 | % | 3.93 | % | ||||
18
NHANCED SEMICONDUCTORS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 14 - LEASES (CONCLUDED)
Future maturities of lease liabilities as of June 30, 2025 are as follows:
| Year | Operating Leases | Finance Leases | Total | |||||||||
| 2026 | $ | 1,271,003 | $ | 435,761 | $ | 1,706,764 | ||||||
| 2027 | 1,193,054 | 444,497 | 1,637,551 | |||||||||
| 2028 | 1,217,253 | 457,831 | 1,675,084 | |||||||||
| 2029 | 1,253,771 | 471,566 | 1,725,337 | |||||||||
| 2030 | 1,291,384 | 485,713 | 1,777,097 | |||||||||
| Thereafter | 10,192,035 | 12,636,734 | 22,828,769 | |||||||||
| Total Lease Payments | 16,418,500 | 14,932,102 | 31,350,602 | |||||||||
| Less Imputed Interest | (5,375,623 | ) | (8,388,896 | ) | (13,764,519 | ) | ||||||
| Total Lease Liabilities | $ | 11,042,877 | $ | 6,543,206 | $ | 17,586,083 | ||||||
Rent expense for the years ended June 30, 2025 and 2024 was $1,552,669 and $814,193.
NOTE 15 - RESTATEMENT OF JUNE 30, 2024 FINANCIAL STATEMENTS
The June 30, 2024 financial statements have been restated for the correction of an accounting error relating to work-in-process inventory, deferred revenue, property and equipment, deferred taxes, and current tax provisions. The June 30, 2024 financial information has been updated for this error, as follows:
| As Previously Reported | Correction of Error | As Restated | ||||||||||
| Work-in-process | $ | 171,852 | $ | 1,541,281 | $ | 1,713,133 | ||||||
| Property and equipment | 11,157,275 | 709,206 | 11,866,481 | |||||||||
| Other receivable | - | 339,948 | 339,948 | |||||||||
| Deferred revenue | - | 2,000,299 | 2,000,299 | |||||||||
| Current tax provision | - | 73,635 | 73,635 | |||||||||
| Deferred taxes | 913,628 | (387,035 | ) | 526,593 | ||||||||
| Net income | 7,851,534 | 903,536 | 8,755,070 | |||||||||
NOTE 16 - SUBSEQUENT EVENTS
The Company has performed an evaluation of subsequent events through November 12, 2025 which is the date that the financial statements were available to be issued. The evaluation did not result in any subsequent events that required disclosures and/or adjustments.
19
Exhibit 99.2
NHanced SEMICONDUCTORS, INC.
UNAUDITED FINANCIAL STATEMENTS
March 31, 2026
NHanced Semiconductors, Inc.
Interim Condensed Financial Statements (Unaudited)
Contents
2
Interim Condensed Balance Sheets
(Unaudited, in thousands, except share data)
| March 31, 2026 | June 30, 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 41 | $ | 27 | ||||
| Accounts receivable, net | 479 | 1,151 | ||||||
| Inventory | 7,553 | 9,756 | ||||||
| Prepaid expenses | 61 | 214 | ||||||
| Loan receivable | 971 | 911 | ||||||
| Loan to shareholder | 62 | 62 | ||||||
| Total current assets | 9,167 | 12,121 | ||||||
| Property and equipment, net | 24,267 | 21,730 | ||||||
| Right-of-use assets, net | 16,188 | 17,020 | ||||||
| Loan to shareholder - long-term | 7,091 | 5,928 | ||||||
| Other non-current assets | 203 | 203 | ||||||
| Total assets | $ | 56,916 | $ | 57,002 | ||||
| Liabilities and Shareholder’s Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 4,177 | $ | 2,152 | ||||
| Accrued expenses | 2,555 | 1,923 | ||||||
| Deferred revenue | 848 | 2,905 | ||||||
| Current portion of note payable | 87 | 87 | ||||||
| Other current liabilities | 2,396 | 3,751 | ||||||
| Total current liabilities | 10,063 | 10,818 | ||||||
| Lease liabilities, net of current portion | 16,685 | 17,057 | ||||||
| Note payable | 150 | 363 | ||||||
| Deferred tax liability | 1,184 | 1,649 | ||||||
| Total liabilities | 28,082 | 29,887 | ||||||
| Commitments and Contingencies (see Note 9) | ||||||||
| Shareholder’s equity: | ||||||||
| Common stock, no par value per share (1,450 shares authorized, 450 shares issued and outstanding) | - | - | ||||||
| Additional paid-in capital | 100 | 100 | ||||||
| Retained earnings | 28,734 | 27,015 | ||||||
| Total shareholder’s equity | 28,834 | 27,115 | ||||||
| Total liabilities and shareholder’s equity | $ | 56,916 | $ | 57,002 | ||||
See accompanying notes to Interim Unaudited Condensed Financial Statements.
3
Interim Condensed Statements of Operations
(Unaudited, in thousands)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Total revenue | $ | 3,893 | $ | 6,046 | $ | 22,499 | $ | 46,665 | ||||||||
| Cost of revenue | 3,636 | 4,049 | 15,847 | 27,340 | ||||||||||||
| Gross profit | 257 | 1,997 | 6,652 | 19,325 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Sales and marketing | 185 | 147 | 489 | 377 | ||||||||||||
| General and administrative | 1,988 | 2,188 | 6,737 | 5,440 | ||||||||||||
| Total operating expenses | 2,173 | 2,335 | 7,226 | 5,817 | ||||||||||||
| (Loss) income from operations | (1,916 | ) | (338 | ) | (574 | ) | 13,508 | |||||||||
| Non-operating income (expense) | ||||||||||||||||
| Interest and other income | 783 | - | 783 | 853 | ||||||||||||
| Interest expense | (120 | ) | (122 | ) | (360 | ) | (299 | ) | ||||||||
| (Loss) income before income taxes | (1,253 | ) | (460 | ) | (151 | ) | 14,062 | |||||||||
| Provision for (benefit from) income taxes | 15 | 2 | (1,870 | ) | 258 | |||||||||||
| Net (loss) income | $ | (1,268 | ) | $ | (462 | ) | $ | 1,719 | $ | 13,804 | ||||||
See accompanying notes to Interim Unaudited Condensed Financial Statements.
4
Interim Condensed Statements of Shareholder’s Equity
(Unaudited, in thousands, except share amounts)
| Three Months Ended March 31, 2026 | ||||||||||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Retained | Shareholder’s | |||||||||||||||||
| Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||
| Balances, January 1, 2026 | 450 | $ | - | $ | 100 | $ | 30,002 | $ | 30,102 | |||||||||||
| Net loss | - | - | - | (1,268 | ) | (1,268 | ) | |||||||||||||
| Balances, March 31, 2026 | 450 | $ | - | $ | 100 | $ | 28,734 | $ | 28,834 | |||||||||||
| Nine Months Ended March 31, 2026 | ||||||||||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Retained | Shareholder’s | |||||||||||||||||
| Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||
| Balances, July 1, 2025 | 450 | $ | - | $ | 100 | $ | 27,015 | $ | 27,115 | |||||||||||
| Net income | - | - | - | 1,719 | 1,719 | |||||||||||||||
| Balances, March 31, 2026 | 450 | $ | - | $ | 100 | $ | 28,734 | $ | 28,834 | |||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Retained | Shareholder’s | |||||||||||||||||
| Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||
| Balances, January 1, 2025 | 450 | $ | - | $ | 100 | $ | 25,572 | $ | 25,672 | |||||||||||
| Net loss | - | - | - | (462 | ) | (462 | ) | |||||||||||||
| Balances, March 31, 2025 | 450 | $ | - | $ | 100 | $ | 25,110 | $ | 25,210 | |||||||||||
| Nine Months Ended March 31, 2025 | ||||||||||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Retained | Shareholder’s | |||||||||||||||||
| Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||
| Balances, July 1, 2024 | 450 | $ | - | $ | 100 | $ | 11,306 | $ | 11,406 | |||||||||||
| Net income | - | - | - | 13,804 | 13,804 | |||||||||||||||
| Balances, March 31, 2025 | 450 | $ | - | $ | 100 | $ | 25,110 | $ | 25,210 | |||||||||||
See accompanying notes to Interim Unaudited Condensed Financial Statements.
5
Interim Condensed Statements of Cash Flows
(Unaudited, in thousands)
| Nine Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 1,719 | $ | 13,804 | ||||
| Adjustments to reconcile net income to net cash used in operations: | ||||||||
| Depreciation and amortization | 1,693 | 1,415 | ||||||
| Amortization of lease assets | 832 | |||||||
| Provision for expected credit losses | 186 | - | ||||||
| Deferred income taxes | (465 | ) | - | |||||
| Change in operating assets and liabilities | ||||||||
| Accounts receivable | 486 | (43 | ) | |||||
| Inventory | 2,203 | (4,662 | ) | |||||
| Prepaid expenses | 153 | (209 | ) | |||||
| Accounts payable | 2,025 | 571 | ||||||
| Deferred revenue | (2,057 | ) | 280 | |||||
| Accrued expenses and other current liabilities | (724 | ) | 865 | |||||
| Change in lease liabilities | (371 | ) | 940 | |||||
| Net cash provided by operating activities | 5,680 | 12,961 | ||||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | (4,230 | ) | (8,297 | ) | ||||
| Issuance of loan to shareholder, net | (1,193 | ) | (3,843 | ) | ||||
| Issuance of notes receivable | (30 | ) | (898 | ) | ||||
| Net cash used in investing activities | (5,453 | ) | (13,038 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Payment of notes payable | (213 | ) | (74 | ) | ||||
| Net cash used in financing activities | (213 | ) | (74 | ) | ||||
| Net increase (decrease) in cash | 14 | (151 | ) | |||||
| Cash and cash equivalents, beginning of period | 27 | 545 | ||||||
| Cash and cash equivalents, end of period | $ | 41 | $ | 394 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest on notes payable | $ | 16 | $ | 24 | ||||
| Cash (refund) paid for income taxes | $ | (535 | ) | $ | 241 | |||
See accompanying notes to Interim Unaudited Condensed Financial Statements.
6
Notes to Interim Condensed Financial Statements (Unaudited)
Note 1 – Nature of the Organization and Significant Accounting Policies
Description of Business
NHanced Semiconductors, Inc. (“NHanced” or the “Company”) is a U.S.-based independent, pure-play technology foundry that offers advanced semiconductor development and manufacturing services and advanced packaging services from its fabrication facilities, or fab, in both North Carolina and Indiana. The Company’s technology-as-a-service model leverages a strong foundation of proprietary technology to co-develop process technology intellectual property with its customers that enables disruptive concepts through its Advanced Technology Services for diverse microelectronics (integrated circuits (“ICs”) and related micro and nanotechnology applications. In addition to these differentiated technology development services, the Company supports customers with volume production of ICs for high-growth markets through its Wafer Services. The Company’s revenue is derived from customers located in the United States and international markets. The majority of the Company’s business is from one contract.
Basis of Presentation
The accompanying unaudited Interim Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, these Interim Condensed Financial Statements contain all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position at March 31, 2026, the results of operations for the three and nine months ended March 31, 2026 and 2025, and cash flows for the nine months ended March 31, 2026 and 2025. The results for the three and nine months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year or any other interim period. These statements should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2025.
Reclassifications
Certain reclassifications have been made to the fiscal year 2025 financial statements to conform to the fiscal year 2026 presentation. The reclassifications had no impact on net (loss) income, total assets, total liabilities, or shareholder’s equity.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets, liabilities and disclosures of contingent assets and liabilities, if any, at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Accounts Receivable
Accounts receivable are carried at the original invoice amount less an estimate made for expected credit losses based on the Company’s expectation of losses to be incurred. Based on management’s review of outstanding receivable balances and historical collection information, management established a $0.2 million reserve for expected credit losses as of March 31, 2026. Management determined that no reserve was needed as of June 30, 2025.
7
NHanced Semiconductors, Inc.
Notes to Interim Condensed Financial Statements (Unaudited)
New Accounting Standards
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 provide improvements primarily related to the rate reconciliation and income taxes paid information included in income tax disclosures. The Company would be required to qualitatively disclose the nature and effect of the specific categories of rate reconciliation items and individual jurisdictions. In addition, the Company would be required to disclose income taxes paid (net of refunds received) by jurisdiction where the amount is equal to or greater than five percent of total income taxes paid (net of refunds received). The amendments in ASU 2023-09 are effective for years beginning after December 15, 2025. We do not believe this ASU will have a material impact on our financial statements.
In July 2025, the FASB issued ASU 2025-05, Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. FASB issued this amendment to simplify the measurement of expected credit losses for accounts receivable. ASU 2025-05 provides a practical expedient for all entities in developing reasonable and supportable forecasts for estimating expected credit losses whereby the entity can assume the current conditions as of the balance sheet date for the remainder of the life of the asset. In addition, private entities may make an accounting election to consider collection activity after the balance sheet date when estimating expected credit losses. The amendments in ASU 2025-05 are effective for years beginning after December 15, 2025. We do not believe this ASU will have a material impact on our financial statements.
Subsequent Events
The Company was acquired by Quantum Computing Inc. (“QCi”) on June 22, 2026. The purchase price was $48.1 million in cash, subject to a working capital adjustment at closing, $20.0 million placed in escrow and $5.0 million in shares of QCi’s common stock. The escrow amounts are to be paid, with interest, upon NHanced achieving certain revenue targets as of December 31, 2027 and 2028. In addition, the acquisition agreement includes contingent consideration of up to $72.0 million based on the achievement of certain post-acquisition performance targets based on revenue as of December 31, 2027 and revenue and EBITDA as of December 31, 2028. All debt was paid off and related party receivables were forgiven at the date of sale.
In April 2026, the Company entered into an agreement with Centrust Bank to finance the acquisition of equipment. Under the terms of the agreement, the Company borrowed $3.1 million. The loan was extinguished in June 2026 in connection with the sale of the Company.
In May 2026, the Company entered into a loan agreement of $5.0 million with CCUR Holdings, Inc. to fund working capital needs. The loan is subject to a minimum payment of $1,000,000 in interest. The loan was extinguished in June 2026 in connection with the sale of the Company.
8
NHanced Semiconductors, Inc.
Notes to Interim Condensed Financial Statements (Unaudited)
Note 2 – Inventories
Inventories consist of raw materials, supplies and spare parts, and work-in-process. Work-in-process consists of engineer salaries and materials and overhead costs associated with the wafer manufacturing development services. Inventories consisted of the following (in thousands):
| March 31, 2026 | June 30, 2025 | |||||||
| Raw materials | $ | 206 | $ | 263 | ||||
| Work-in-Process | 7,279 | 9,379 | ||||||
| Finished Goods | 68 | 114 | ||||||
| Inventories | $ | 7,553 | $ | 9,756 | ||||
Note 3 – Property and Equipment
Property and equipment consisted of the following (in thousands):
| March 31, 2026 | June 30, 2025 | |||||||
| Construction in progress | $ | 4,337 | $ | 1,601 | ||||
| Computer equipment & software | 190 | 169 | ||||||
| Furniture & fixtures | 243 | 214 | ||||||
| Production machinery | 19,813 | 18,693 | ||||||
| Leasehold improvements | 4,416 | 4,092 | ||||||
| Total cost | 28,999 | 24,769 | ||||||
| Accumulated depreciation | (4,732 | ) | (3,039 | ) | ||||
| Property and equipment, net | $ | 24,267 | $ | 21,730 | ||||
The Company recorded depreciation expense of $0.6 million and $0.5 million during the three months ended March 31, 2026 and 2025, respectively, and $1.7 million and $1.4 million during the nine months ended March 31, 2026 and 2025, respectively.
Note 4 – Revenue Recognition
Revenue is recognized when control of the promised goods or services are transferred to the Company’s customers, in amounts that reflect the consideration the Company expects to be entitled to in exchange for those goods or services. To recognize revenue, the Company applies the following five step approach: 1) identify the contract with the customer, 2) identify the performance obligations in the customer contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize the revenues when or as it satisfies a performance obligation. The Company accounts for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of transaction price is reasonably assured.
9
NHanced Semiconductors, Inc.
Notes to Interim Condensed Financial Statements (Unaudited)
At contract inception, the Company applies judgement in determining the customer’s ability to pay amounts entitled to the Company when due based on a variety of factors including the customer’s historical payment experience.
The Company primarily derives its revenue from the performance of Advanced Technology Services (“ATS”) process development services and the manufacture and delivery of wafers via Wafer Services.
ATS Development - ATS development contracts are focused on the performance of process development services, the output of which determines the viability of the process. Wafer manufacturing development services do not include services to manufacture customer wafers at scale. ATS development contracts are complex and wafer manufacturing development services are often either the lone performance obligation in an ATS development contract, or the performance obligation to which the majority of the contract value is allocated. The Company has fixed price contracts with its ATS development customers that may be extended or amended based on results of the initial contract. The Company’s ATS development customers receive the benefits of these services, and revenue from performance of these services are recognized when the goods are delivered or a milestone is achieved with no further recourse to the Company.
Wafer Services - Wafers are goods that are generally customer specific, highly customized and have no alternative use to the Company. Wafer Services customers contract with the Company to manufacture wafers based on their manufacturing design specifications. The terms of Wafer Services contracts dictate when control over wafers is transferred to the Company’s customers.
Contract performance is typically defined as “Best Effort”, “Milestone Achievement” or “Specific Yield” in either numbers or performance. These specifics are defined as follows:
(1) Best Effort - Work is performed per specific processes and procedures and results are examined to either prove or disprove viability of said processes and procedures.
(2) Milestone Achievement - Work has been performed, as determined in the statement of work via purchase order, in a series of steps.
(3) Specific Yield - Results determined through examination of the final product have been achieved. These can be specific levels of performance or a given percentage of functional product per a given lot, when produced in mass.
In cases where the contract, purchase order, statement of work, or other engagement documentation, do not provide specifics, revenue is recognized when the end product is shipped to the customer.
Note 5 – Leases
The Company leases its Indiana facility under a finance lease and its North Carolina facility and its office location in Illinois under operating leases. The Company determines if an arrangement is a lease at inception. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligations to make lease payments arising from the lease. Leases are recognized at commencement date based on the present value of lease payments over the lease term. For leases that do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Some of the leases include options to extend or cancel the lease term, which is only included in the lease liability and right-of-use assets calculation when it is reasonably certain the Company will exercise that option at the inception of the lease.
10
NHanced Semiconductors, Inc.
Notes to Interim Condensed Financial Statements (Unaudited)
The components of lease expense for the three and nine months ended March 31, 2026 and 2025 were as follows (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating lease costs | $ | 355 | $ | 355 | $ | 1,066 | $ | 1,066 | ||||||||
| Finance lease costs: | ||||||||||||||||
| Amortization of assets | 65 | 65 | 196 | 174 | ||||||||||||
| Interest on lease liabilities | 115 | 114 | 344 | 266 | ||||||||||||
| Less Sublease Income | (78 | ) | (69 | ) | (234 | ) | (203 | ) | ||||||||
| Total lease costs | $ | 457 | $ | 466 | $ | 1,372 | $ | 1,303 | ||||||||
| Cash paid for amounts included in the measurement of lease obligations: | ||||||||||||||||
| Operating leases | $ | 310 | $ | 148 | $ | 930 | $ | 442 | ||||||||
| Finance Leases | $ | 108 | $ | 105 | $ | 323 | $ | 280 | ||||||||
The weighted average remaining lease term and weighted average discount rates related to leases as of March 31, 2026 are as follows:
| March 31, 2026 | ||||
| Weighted average remaining lease term (in years): | ||||
| Operating leases | 11.5 | |||
| Finance leases | 23.3 | |||
| Weighted average discount rate: | ||||
| Operating leases | 6.68 | % | ||
| Finance leases | 7.00 | % | ||
The table below reconciles the undiscounted future minimum lease payments under these leases to the total lease liabilities recognized on the Interim Condensed Balance Sheet as of March 31, 2026 (in thousands):
| Operating | Finance | Total | ||||||||||
| Fiscal Year ended June 30, | Leases | Leases | Leases | |||||||||
| 2026 | $ | 142 | $ | 293 | $ | 435 | ||||||
| 2027 | 456 | 1,182 | 1,638 | |||||||||
| 2028 | 458 | 1,217 | 1,675 | |||||||||
| 2029 | 472 | 1,254 | 1,726 | |||||||||
| 2030 | 486 | 1,291 | 1,777 | |||||||||
| Thereafter | 12,637 | 10,598 | 23,235 | |||||||||
| Total minimum payments | 14,651 | 15,835 | 30,486 | |||||||||
| Less: imputed interest | (3,995 | ) | (9,276 | ) | (13,271 | ) | ||||||
| Present value of lease liabilities | 10,656 | 6,559 | 17,215 | |||||||||
| Less: current portion included in other current liabilities | (530 | ) | - | (530 | ) | |||||||
| Long-term lease liabilities | $ | 10,126 | $ | 6,559 | $ | 16,685 | ||||||
11
NHanced Semiconductors, Inc.
Notes to Interim Condensed Financial Statements (Unaudited)
The Company has combined operating and finance leases on the balance sheet. Below are the components of operating and finance lease assets and liabilities as well as which line on the balance sheet they are included (in thousands):
| March 31, 2026 | June 30, 2025 | |||||||
| Operating lease assets | $ | 9,937 | $ | 10,452 | ||||
| Finance lease assets | 6,251 | 6,568 | ||||||
| Right-of-use assets, net | $ | 16,188 | $ | 17,020 | ||||
| Operating lease liability, current portion | $ | 530 | $ | 529 | ||||
| Finance lease liability, current portion | - | - | ||||||
| Other current liabilities | $ | 530 | $ | 529 | ||||
| Operating lease liability, net of current portion | $ | 10,126 | $ | 10,514 | ||||
| Finance lease liability, net of current portion | 6,559 | 6,543 | ||||||
| Lease liabilities, net of current portion | $ | 16,685 | $ | 17,057 | ||||
In June 2026, the Company entered into amended lease agreements for its facilities in Illinois and Indiana. These are related party leases and were amended to a term of five years. As a result of the amendments, future contractual payments were reduced by $7.8 million. The remaining term of the Indiana lease was reduced by approximately 13 years. Upon amendment, all leases will be classified as operating leases, including the Indiana lease that was previously accounted for as a finance lease.
Note 6 – Related Parties
The Company has advanced funds to its sole shareholder and has a long-term notes receivable with its sole shareholder in relation to the earnest money deposits for the purchase of real estate for the Indiana fab and other lease or note payable obligations. These receivables are classified as Loan to Shareholder in the Interim Condensed Balance Sheets and the details are as follows (in thousands):
| March 31, 2026 | June 30, 2025 | |||||||
| Advance to shareholder | $ | 5,637 | $ | 4,993 | ||||
| Long term receivable with shareholder related to purchase of real estate | 1,516 | 997 | ||||||
| Total receivable from shareholder | 7,153 | 5,990 | ||||||
| Less: current portion due within one year | (62 | ) | (62 | ) | ||||
| Long-term portion due after one year | $ | 7,091 | $ | 5,928 | ||||
The Company also advanced a loan to a related party in the amount of $1.0 million and $0.9 million as of March 31, 2026 and June 30, 2025, respectively. This receivable is classified as Loan Receivable in the Interim Condensed Balance Sheets.
The shareholder and related party receivables were forgiven in June 2026 in connection with the sale of the Company. See Note 1 for further discussion.
12
NHanced Semiconductors, Inc.
Notes to Interim Condensed Financial Statements (Unaudited)
The Company leases office space from its sole shareholder. Rent paid to the sole shareholder was $0.4 million for the nine months ended March 31, 2026. As of March 31, 2026, total future minimum payments include $14.6 million owed to the sole shareholder. Upon the amendment in June 2026, as discussed in Note 5, total future minimum payments owed to the sole shareholder were reduced to $6.8 million.
Note 7 – Notes Payable
The Company has debt arrangements with independent third-party creditors. The following summarizes the agreements (in thousands):
| March 31, 2026 | June 30, 2025 | |||||||
| Loan payable to Wintrust Equipment Finance in connection with providing working capital funding for the Company for equipment financing. The loan was originated on April 19, 2023 with a maturity date of May 1, 2028. Interest accrues at 6.80% per annum with principal and interest payments due monthly. The note is secured by the equipment and inventory and personally guaranteed by the shareholder of the Company. | $ | 237 | $ | 313 | ||||
| Loan payable to the U.S. Small Business Administration in connection with providing working capital funding for the Company. The loan was originated on June 13, 2020 with an original maturity date of June 13, 2050. Interest accrued at 3.75% per annum with principal and interest payments due monthly. The note was secured by the assets of the Company. The loan was paid off during January 2026. | - | 137 | ||||||
| Total notes payable outstanding | 237 | 450 | ||||||
| Less: current portion due within one year | (87 | ) | (87 | ) | ||||
| Long-term portion due after one year | $ | 150 | $ | 363 | ||||
The Wintrust equipment loan was extinguished in June 2026 in connection with the sale of the Company. See Note 1 for further discussion.
Note 8 – Income Taxes
In March 2026, the Company entered into an agreement to transfer $1.1 million of redevelopment tax credits. The sale is recorded within interest and other income within the Interim Condensed Statements of Operations during the three months ended March 31, 2026.
Note 9 – Commitments and Contingencies
Off-balance sheet arrangements
In October 2021, the Company’s sole shareholder entered into a business loan agreement in the amount of $0.4 million with the U.S. Small Business Administration Growth Corporation. In January 2025, the Company’s sole shareholder entered into a business loan agreement in the amount of $1.8 million with the U.S. Small Business Administration Growth Corporation. The Company pledged its land and improvements as collateral to secure these loans. In November 2025, the Company’s sole shareholder entered into a business loan agreement in the amount of $1.4 million with First Mid Bank & Trust. The Company pledged its inventory and equipment as collateral to secure the loan.
In the event of a default by the sole shareholder, the Company would be obligated to perform under the guarantee and repay the outstanding balances of these debts. As of March 31, 2026, the total outstanding balance of all the guaranteed debt was $3.5 million. These loans were paid off by the Company in June 2026 in connection with its sale. See Note 1 for further discussion.
13
Exhibit 99.3
UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL INFORMATION
On June 22, 2026, Quantum Computing Inc., a Delaware corporation (the “Company” or “QCi”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with NHanced Semiconductors, Inc., a Delaware corporation (“NHanced”), the Gretchen Louise Trinklein Patti Revocable Trust, the Robert Steve Patti Revocable Trust, and the Robert Steve Patti Irrevocable Trust (collectively, the “Sellers”), Gretchen Trinklein Patti and Robert Patti (in their individual capacities, the “Beneficial Owners”), and Robert Patti, solely in his capacity as the representative of the Sellers and Beneficial Owners (the “Seller Representative” and together with the Company, NHanced, the Sellers, and the Beneficial Owners, the “Parties” and each a “Party”), pursuant to which the Company agreed to acquire all of the issued and outstanding shares of common stock of NHanced (the “NHanced Acquisition”). The NHanced Acquisition was completed on June 22, 2026 (the “Closing Date”). Following the closing of the NHanced Acquisition, NHanced became a wholly owned subsidiary of the Company and is expected to continue supporting its existing customers and partners while contributing to the Company’s manufacturing and commercialization initiatives.
Pursuant to the Stock Purchase Agreement, the aggregate purchase price for the NHanced Acquisition consists of (i) $68.1 million in cash, subject to customary adjustments for unpaid transaction expenses, closing indebtedness, closing cash and working capital surplus or deficit (as adjusted, the “Closing Cash Consideration”), and (ii) a number of shares of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”) equal to $5.0 million divided by the volume-weighted average price of Company Common Stock for the 30 trading days ending five trading days prior to the closing of the NHanced Acquisition (the “Closing Stock Consideration” and, together with the Closing Cash Consideration, the “Closing Consideration”). At the closing of the NHanced Acquisition, $20.0 million of the Closing Cash Consideration was deposited into an interest-bearing escrow account as a holdback, which becomes payable to the Sellers, or is returned to the Company, based on whether NHanced achieves specified total revenue thresholds for the years ending December 31, 2027 and December 31, 2028.
In addition to the Closing Consideration, the Sellers may be entitled to receive earnout payments of up to an aggregate of $72.0 million (the “Earnout Consideration”), payable in two tranches: (i) up to an aggregate of $20.0 million, consisting of up to $10.0 million for each of the periods January 1, 2027 through December 31, 2027 and January 1, 2028 through December 31, 2028, based on NHanced achieving specified total revenue thresholds and, for the 2028 period, alternatively specified total EBITDA thresholds, and (ii) up to $52.0 million based on NHanced achieving further specified total revenue and EBITDA thresholds over the same periods. Earnout Consideration, if any, is payable in cash and/or Company Common Stock at the Sellers’ election, subject to the limit that the stock component of any payment may not exceed 50% of such payment without the Company’s prior written consent. Any shares of Company Common Stock issued as Earnout Consideration will be valued based on the volume-weighted average price of Company Common Stock for the 30 trading days ending five trading days prior to the applicable earnout payment date.
The NHanced Acquisition will be accounted for under the acquisition method of accounting for business combinations under the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations, with the Company representing the accounting acquirer under this guidance. The unaudited proforma condensed combined financial statements were prepared in accordance with Article 11 of Regulation S-X, as amended by Securities and Exchange Commission Final Rule Release No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses, and are presented to illustrate the estimated effects of the NHanced Acquisition.
The estimated purchase price of the NHanced Acquisition will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the Closing Date. Any excess value of the estimated consideration transferred over the net assets acquired will be recognized as goodwill. The Company has made a preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed using information currently available. The finalization of the Company’s purchase accounting assessment may result in changes to the valuation of assets acquired and liabilities assumed, which could have a material impact on the accompanying unaudited proforma condensed combined financial statement presentation.
On February 2, 2026 (the “LSI closing date”), the Company completed its acquisition of Luminar Semiconductor, Inc. (“LSI”), a manufacturer and seller of photonic components that are important building blocks on QCi’s technology roadmap (“LSI Acquisition”). The purchase price was $110.0 million in cash, subject to a dollar-for-dollar adjustment to the extent that the working capital at closing was greater or less than the target working capital of $8.1 million. The consideration paid by the Company at closing consisted of approximately $97.5 million in cash, along with $11.0 million placed with an escrow agent at signing. The escrow will remain in place for twelve months following the LSI closing date to cover certain limited indemnification obligations of the Seller. The LSI Acquisition was accounted for using the acquisition method of accounting for business combinations under the provisions of ASC 805.
The unaudited proforma condensed combined balance sheet is presented as if the NHanced Acquisition occurred on March 31, 2026. The unaudited proforma condensed combined statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 were prepared as if the NHanced Acquisition and LSI Acquisition had occurred on January 1, 2025. For all periods after February 2, 2026, LSI’s results were included in the QCi consolidated financial statements.
On March 4, 2026, QCi completed its acquisition of NuCrypt, LLC (“NuCrypt”). The purchase price was $2.5 million in cash, subject to a working capital adjustment at closing, and 250,000 shares of QCi’s common stock. Proforma effects of NuCrypt have not been presented in the accompanying unaudited proforma condensed combined statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025, as this transaction is immaterial to the Company’s financial position and results of operations.
As the difference between QCi’s and NHanced’s fiscal year-end dates is more than one fiscal quarter, the unaudited proforma condensed combined statement of operations for the year ended December 31, 2025 is prepared using QCi’s audited consolidated statement of operations for the year ended December 31, 2025 and NHanced’s unaudited condensed combined statement of operations for the twelve months ended December 31, 2025, which is derived by adding the audited statement of operations for the year ended June 30, 2025 and unaudited condensed statement of operations for the six months ended December 31, 2025 and subtracting the unaudited condensed statement of operations for the six months ended December 31, 2024, as permitted under Rule 11-02 of Regulation S-X. The unaudited proforma condensed combined statement of operations for the fiscal quarter ended March 31, 2026 is prepared using QCi’s unaudited consolidated statement of operations for the fiscal quarter ended March 31, 2026 and NHanced’s unaudited condensed combined statement of operations for the fiscal quarter ended March 31, 2026.
The following unaudited proforma condensed combined financial information is derived from the historical financial statements of QCi, LSI and NHanced, and should be read in conjunction with:
| ● | QCi’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. |
| ● | LSI’s historical consolidated financial statements included in Exhibit 99.2 of the Company’s Report on Form 8-K/A filed with the SEC on April 17, 2026. |
| ● | NHanced’s historical financial statements included in Exhibit 99.1 of this Current Report on Form 8-K/A. |
Assumptions underlying the proforma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited proforma condensed combined financial information.
The unaudited proforma condensed combined financial information is based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited proforma condensed combined financial information and related notes are presented for illustrative purposes only, and do not purport to represent what the actual consolidated combined balance sheet or statement of income would have been had the NHanced Acquisition and LSI Acquisition occurred on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position. Additionally, the unaudited proforma condensed combined financial statements do not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies, or any revenue, tax, or other synergies that may result from the NHanced Acquisition and LSI Acquisition.
2
QUANTUM COMPUTING INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2026
(in thousands)
| Historical | Measurement Period | Transaction | Other Proforma | Proforma Condensed | ||||||||||||||||||||||||||
| QCi | NHanced | Adjustments | Note | Adjustments | Note | Adjustments | Note | Combined | ||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 257,711 | $ | 41 | $ | - | $ | (68,825 | ) | 2a | $ | - | $ | 188,927 | ||||||||||||||||
| Accounts receivable, net | 4,281 | 479 | - | - | 4,760 | |||||||||||||||||||||||||
| Inventory | 4,112 | 7,553 | - | (3,349 | ) | 2b | - | 8,316 | ||||||||||||||||||||||
| Short term investments | 728,401 | - | - | - | - | 728,401 | ||||||||||||||||||||||||
| Accrued interest receivable | 5,346 | - | - | - | - | 5,346 | ||||||||||||||||||||||||
| Prepaid expenses and other current assets | 5,225 | 61 | 45 | 2k | - | - | 5,331 | |||||||||||||||||||||||
| Loan to shareholder | - | 62 | - | (62 | ) | 2d | - | - | ||||||||||||||||||||||
| Loan receivable | - | 971 | - | (971 | ) | 2d | - | - | ||||||||||||||||||||||
| Total current assets | 1,005,076 | 9,167 | 45 | (73,207 | ) | - | 941,081 | |||||||||||||||||||||||
| Property and equipment, net | 16,942 | 24,267 | - | (7,143 | ) | 2b | - | 34,066 | ||||||||||||||||||||||
| Right-of-use assets, net | 5,206 | 16,188 | - | (3,376 | ) | 2b | - | 18,018 | ||||||||||||||||||||||
| Intangible assets, net | 19,191 | - | 10,596 | 2k | 35,871 | 2c | - | 65,658 | ||||||||||||||||||||||
| Goodwill | 146,511 | - | (10,641 | ) | 2k | 29,305 | 2e | - | 165,175 | |||||||||||||||||||||
| Long-term investments | 422,818 | - | - | - | - | 422,818 | ||||||||||||||||||||||||
| Accrued interest receivable - long term | 4,517 | - | - | - | - | 4,517 | ||||||||||||||||||||||||
| Other non-current assets | 273 | 203 | - | (203 | ) | 2b | - | 273 | ||||||||||||||||||||||
| Loan to shareholder - long-term | - | 7,091 | - | (7,091 | ) | 2d | - | - | ||||||||||||||||||||||
| Total assets | $ | 1,620,534 | $ | 56,916 | $ | - | $ | (25,844 | ) | $ | - | $ | 1,651,606 | |||||||||||||||||
| LIABILITIES AND SHAREHOLDER’S EQUITY | ||||||||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||||||||
| Accounts payable | 2,707 | 4,177 | - | - | 6,884 | |||||||||||||||||||||||||
| Accrued expenses | 8,342 | 2,555 | - | - | 10,897 | |||||||||||||||||||||||||
| Deferred revenue | 1,882 | 848 | - | - | 2,730 | |||||||||||||||||||||||||
| Current portion of note payable | - | 87 | (87 | ) | 2b | - | ||||||||||||||||||||||||
| Other current liabilities | 2,144 | 2,396 | - | (1,272 | ) | 2b | - | 3,268 | ||||||||||||||||||||||
| Total current liabilities | 15,075 | 10,063 | - | (1,359 | ) | - | 23,779 | |||||||||||||||||||||||
| Derivative liability | 4,597 | - | - | - | - | 4,597 | ||||||||||||||||||||||||
| Lease liabilities, net of current portion | 3,678 | 16,685 | - | (4,271 | ) | 2b | - | 16,092 | ||||||||||||||||||||||
| Note payable | - | 150 | - | (150 | ) | 2b | - | - | ||||||||||||||||||||||
| Other non-current liabilities | - | - | - | 3,770 | 2n | - | 3,770 | |||||||||||||||||||||||
| Deferred tax liability | - | 1,184 | - | - | - | 1,184 | ||||||||||||||||||||||||
| Total liabilities | 23,350 | 28,082 | - | (2,010 | ) | - | 49,422 | |||||||||||||||||||||||
| Contingencies | ||||||||||||||||||||||||||||||
| Shareholder’s equity | ||||||||||||||||||||||||||||||
| Preferred stock | - | - | - | - | - | - | ||||||||||||||||||||||||
| Common stock | 23 | - | - | - | - | 23 | ||||||||||||||||||||||||
| Additional paid-in capital | 1,823,284 | 100 | - | 4,900 | 2f | - | 1,828,284 | |||||||||||||||||||||||
| (Accumulated deficit) Retained earnings | (223,206 | ) | 28,734 | - | (28,734 | ) | 2g | - | (223,206 | ) | ||||||||||||||||||||
| Accumulated other comprehensive income | (2,917 | ) | - | - | - | - | (2,917 | ) | ||||||||||||||||||||||
| Total shareholder’s equity | 1,597,184 | 28,834 | - | (23,834 | ) | - | 1,602,184 | |||||||||||||||||||||||
| Total liabilities and mezzanine and shareholder’s equity | $ | 1,620,534 | $ | 56,916 | $ | - | $ | (25,844 | ) | $ | - | $ | 1,651,606 | |||||||||||||||||
See notes to unaudited proforma condensed combined financial statements
3
QUANTUM COMPUTING INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(in thousands, except per share data)
| Historical | LSI Transaction | LSI Measurement Period | NHanced Transaction | NHanced Other Proforma | Proforma Condensed | |||||||||||||||||||||||||||||||||||
| QCi | LSI | NHanced | Adjustments | Note | Adjustments | Note | Adjustments | Note | Adjustments | Note | Combined | |||||||||||||||||||||||||||||
| Total revenue | $ | 3,691 | $ | 1,742 | $ | 3,893 | $ | - | $ | - | $ | - | $ | - | $ | 9,326 | ||||||||||||||||||||||||
| Cost of revenue | 4,412 | 1,561 | 3,636 | 68 | 2h | 402 | 2k | 576 | 2h, 2l | - | 10,655 | |||||||||||||||||||||||||||||
| Gross (loss) profit | (721 | ) | 181 | 257 | (68 | ) | (402 | ) | (576 | ) | - | (1,329 | ) | |||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||||||||||
| Research and development | 6,969 | 324 | - | - | - | - | - | 7,293 | ||||||||||||||||||||||||||||||||
| Sales and marketing | 1,597 | 208 | 185 | (16 | ) | 2h | (23 | ) | 2k | 721 | 2h | - | 2,672 | |||||||||||||||||||||||||||
| General and administrative | 11,263 | 189 | 1,988 | (6,637 | ) | 2m | - | - | 6,803 | |||||||||||||||||||||||||||||||
| Impairment charges | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Total operating expenses | 19,829 | 721 | 2,173 | (6,653 | ) | (23 | ) | 721 | - | 16,768 | ||||||||||||||||||||||||||||||
| Loss from operations | (20,550 | ) | (540 | ) | (1,916 | ) | 6,585 | (379 | ) | (1,297 | ) | - | (18,097 | ) | ||||||||||||||||||||||||||
| Non-operating income (expense) | ||||||||||||||||||||||||||||||||||||||||
| Interest and other income, net | 13,495 | 130 | 783 | - | - | - | (780 | ) | 3d | 13,628 | ||||||||||||||||||||||||||||||
| Interest expense | (171 | ) | - | (120 | ) | - | - | - | - | (291 | ) | |||||||||||||||||||||||||||||
| Change in fair value of derivative liability | 3,176 | - | - | - | - | - | - | 3,176 | ||||||||||||||||||||||||||||||||
| (Loss) income before income taxes | (4,050 | ) | (410 | ) | (1,253 | ) | 6,585 | (379 | ) | (1,297 | ) | (780 | ) | (1,584 | ) | |||||||||||||||||||||||||
| Provision for income taxes | - | - | 15 | - | - | - | - | 15 | ||||||||||||||||||||||||||||||||
| Net loss | $ | (4,050 | ) | $ | (410 | ) | $ | (1,268 | ) | $ | 6,585 | $ | (379 | ) | $ | (1,297 | ) | $ | (780 | ) | $ | (1,599 | ) | |||||||||||||||||
| Other comprehensive loss: | ||||||||||||||||||||||||||||||||||||||||
| Unrealized losses on available-for-sale debt securities | (3,822 | ) | (3,822 | ) | ||||||||||||||||||||||||||||||||||||
| Total comprehensive loss | $ | (7,872 | ) | $ | (5,421 | ) | ||||||||||||||||||||||||||||||||||
| Loss per share: | ||||||||||||||||||||||||||||||||||||||||
| Basic and Diluted | $ | (0.02 | ) | $ | (0.01 | ) | ||||||||||||||||||||||||||||||||||
| Weighted average shares used in computing net loss per common share: | ||||||||||||||||||||||||||||||||||||||||
| Basic and Diluted | 223,986 | 447 | 2o | 224,433 | ||||||||||||||||||||||||||||||||||||
See notes to unaudited proforma condensed combined financial statements
4
QUANTUM COMPUTING INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEAR ENDED DECEMBER 31, 2025
(in thousands, except per share data)
| Historical | LSI Transaction | LSIMeasurement Period | LSI Other Proforma | Historical | NHanced Transaction | NHanced Other Proforma | Proforma Condensed | |||||||||||||||||||||||||||||||||||||||
| QCi | LSI | Adjustments | Note | Adjustments | Note | Adjustments | Note | NHanced | Adjustments | Note | Adjustments | Note | Combined | |||||||||||||||||||||||||||||||||
| Total revenue | $ | 682 | $ | 29,779 | $ | - | $ | - | $ | - | $ | 35,052 | $ | - | $ | - | $ | 65,513 | ||||||||||||||||||||||||||||
| Cost of revenue | 615 | 26,323 | 815 | 2h | 1,606 | 2k | (1,389 | ) | 3a | 19,194 | 2,191 | 2h, 2l | - | 49,355 | ||||||||||||||||||||||||||||||||
| Gross profit | 67 | 3,456 | (815 | ) | (1,606 | ) | 1,389 | 15,858 | (2,191 | ) | - | 16,158 | ||||||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||||||||||||||||
| Research and development | 20,473 | 4,369 | - | - | (19 | ) | 3a | - | - | - | 24,823 | |||||||||||||||||||||||||||||||||||
| Sales and marketing | 3,431 | 2,813 | (188 | ) | 2h | (92 | ) | 2k | - | 580 | 2,882 | 2h | - | 9,426 | ||||||||||||||||||||||||||||||||
| General and administrative | 27,240 | 6,773 | 6,431 | 2i | - | (392 | ) | 3a | 9,586 | 2,084 | 2l, 2j | - | 51,722 | |||||||||||||||||||||||||||||||||
| Impairment charges | - | 4,842 | - | - | (4,842 | ) | 3b | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Total operating expenses | 51,144 | 18,797 | 6,243 | (92 | ) | (5,253 | ) | 10,166 | 4,966 | - | 85,971 | |||||||||||||||||||||||||||||||||||
| (Loss) income from operations | (51,077 | ) | (15,341 | ) | (7,058 | ) | (1,514 | ) | 6,642 | 5,692 | (7,157 | ) | - | (69,813 | ) | |||||||||||||||||||||||||||||||
| Non-operating income (expense) | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest and other income, net | 20,718 | 2,480 | - | - | - | 37 | - | - | 23,235 | |||||||||||||||||||||||||||||||||||||
| Interest expense | (65 | ) | - | - | - | - | (824 | ) | - | - | (889 | ) | ||||||||||||||||||||||||||||||||||
| Change in fair value of derivative liability | 11,750 | - | - | - | - | - | - | - | 11,750 | |||||||||||||||||||||||||||||||||||||
| (Loss) income before income taxes | (18,674 | ) | (12,861 | ) | (7,058 | ) | (1,514 | ) | 6,642 | 4,905 | (7,157 | ) | - | (35,717 | ) | |||||||||||||||||||||||||||||||
| Provision for (benefit from) income taxes | - | (1,100 | ) | - | - | 1,100 | 3c | 477 | - | - | 477 | |||||||||||||||||||||||||||||||||||
| Net (loss) income | $ | (18,674 | ) | $ | (11,761 | ) | $ | (7,058 | ) | $ | (1,514 | ) | $ | 5,542 | $ | 4,428 | $ | (7,157 | ) | $ | - | $ | (36,194 | ) | ||||||||||||||||||||||
| Other comprehensive loss: | ||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on available-for-sale debt securities (net of tax) | 905 | 905 | ||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive loss | $ | (17,769 | ) | $ | (35,289 | ) | ||||||||||||||||||||||||||||||||||||||||
| Loss per share: | ||||||||||||||||||||||||||||||||||||||||||||||
| Basic and Diluted | $ | (0.11 | ) | $ | (0.22 | ) | ||||||||||||||||||||||||||||||||||||||||
| Weighted average shares used in computing net loss per common share: | ||||||||||||||||||||||||||||||||||||||||||||||
| Basic and Diluted | 164,492 | 447 | 2o | 164,939 | ||||||||||||||||||||||||||||||||||||||||||
See notes to unaudited proforma condensed combined financial statements
5
QUANTUM COMPUTING INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS
| 1. | Description of transaction: On June 22, 2026 (the “Closing Date”), the Company completed the acquisition of NHanced. The cash paid and total purchase price at the Closing Date were calculated as follows (in thousands): |
| Initial cash purchase price | $ | 48,100 | ||
| Plus: contingent consideration paid to escrow | 20,000 | |||
| Plus: adjustments per purchase agreement for working capital | 684 | |||
| Total cash payments at close | 68,784 | |||
| Equity consideration at fair value | 5,000 | |||
| Plus: Fair value of contingent consideration not yet paid | 3,770 | |||
| Preliminary Purchase Price | $ | 77,554 |
The table below represents the preliminary purchase price allocation for NHanced based on estimates, assumptions, valuations and other analyses as if the acquisition had occurred on March 31, 2026, which is the assumed acquisition date for purposes of the proforma balance sheet (in thousands):
| Assets acquired: | ||||
| Cash and cash equivalents | $ | - | ||
| Accounts receivable | 479 | |||
| Inventory | 4,204 | |||
| Prepaid expenses and other current assets | 61 | |||
| Property and equipment, net | 17,124 | |||
| Right-of-use assets | 12,812 | |||
| Intangible assets, net | 35,871 | |||
| 70,551 | ||||
| Liabilities assumed: | ||||
| Accounts payable | 4,177 | |||
| Accrued expenses | 2,555 | |||
| Deferred revenue and contract liabilities | 848 | |||
| Other current liabilities | 1,124 | |||
| Other non-current liabilties | 1,184 | |||
| Lease liabilities, net of current portion | 12,414 | |||
| 22,302 | ||||
| Total identifiable net assets acquired | 48,249 | |||
| Goodwill | 29,305 | |||
| Preliminary purchase price | $ | 77,554 | ||
The estimated purchase consideration and purchase price allocation are preliminary and are subject to change until management finalizes the fair values of assets acquired and liabilities assumed. The final amounts allocated to assets acquired and liabilities assumed, and therefore, calculation of goodwill, are dependent upon certain valuation and other studies that have not yet been completed and could differ materially from the amounts presented in the unaudited proforma condensed combined financial statements. Accordingly, the actual goodwill may be materially different from the estimate included in these unaudited proforma combined financial statements.
The purchase price allocation disclosed in future periodic reports will be based on the fair values of assets acquired and liabilities assumed as of the acquisition date in accordance with ASC 805. Consequently, the allocation of purchase consideration, including the amounts assigned to identifiable intangible assets and goodwill, may differ from the amounts presented in these unaudited pro forma financial statements due to differences between the acquisition date and the pro forma balance sheet date.
6
| 2. | Transaction adjustments: The unaudited proforma condensed combined balance sheet is presented as if the NHanced Acquisition occurred on March 31, 2026. The unaudited proforma condensed combined statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 were prepared as if the NHanced Acquisition and LSI Acquisition had occurred on January 1, 2025. For all periods after February 2, 2026, LSI’s results were included in the QCi consolidated financial statements. The unaudited proforma condensed combined statements of operations reflect the following adjustments: |
| 2a | To record the cash consideration paid on the Closing Date of $48.1 million in cash, plus $20.0 million placed into escrow, plus a working capital adjustment at closing of $0.7 million. |
| 2b | To adjust the NHanced acquired assets and assumed liabilities as of March 31, 2026 to fair value. |
| 2c | To record acquired identifiable intangibles of $35.9 million consisting of Developed Technology $17.9 million, Customer Relationships $15.1 million and Tradename $2.9 million. |
| 2d | In conjunction with the NHanced Acquisition, the Sellers forgave related party receivables in the amount of $8.1 million. |
| 2e | To record the goodwill of $29.3 million related to the NHanced Acquisition representing the purchase price in excess of total identifiable net assets acquired assuming the acquisition occurred on March 31, 2026. |
| 2f | To record $5.0 million of Closing Stock Consideration offset by the elimination of $0.1 million of NHanced’s historical additional paid-in-capital. |
| 2g | To eliminate NHanced’s historical retained earnings. |
| 2h | To adjust amortization expense for changes in acquired intangible assets resulting from purchase accounting. |
| 2i | To record LSI transaction expenses of $6.6 million, offset by the change in amortization expense for intangible assets resulting from purchase accounting. |
| 2j | To record transaction expenses of $2.1 million incurred after the NHanced proforma balance sheet date. |
| 2k | During the three months ended June 30, 2026, QCi recorded measurement period adjustments of $10.6 million related to LSI associated with acquired intangible assets and prepaid assets. These adjustments resulted in corresponding changes to goodwill and amortization expense. |
| 2l | To adjust depreciation expense for changes in acquired assets resulting from purchase accounting. |
| 2m | To reverse LSI transaction expenses of $6.6 million already reflected in the 12/31/25 proforma statement of operations as well as the change in amortization expense for intangible assets resulting from purchase accounting. |
| 2n | To record a liability of $3.8 million for the fair value of contingent consideration related to the NHanced acquisition. | |
| 2o | To record equity consideration of 447,000 shares valued using the stock price as of the NHanced acquisition date. |
| 3. | Other proforma adjustments: The following adjustments reflect nonrecurring items that will not recur beyond twelve months. |
| 3a | To adjust for a $1.8 million payment made by LSI in 2025 in final settlement of a prior acquisition. The amount was expensed during the year ended December 31, 2025. |
| 3b | To adjust for impairment charges incurred by LSI during the year ended December 31, 2025. |
| 3c | To adjust for the deferred tax benefit recorded by LSI during the year ended December 31, 2025 that was related to correcting a prior period deferred tax liability. |
| 3d | To adjust for $1.1 million sale of non-recurring tax credits, offset by $0.3 million in non-recurring professional fees, recorded by NHanced during the three months ended March 31, 2026. |
7