Quantum Computing Inc
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| Exhibit · Reference · Filed or Furnished | |||||
|---|---|---|---|---|---|
| Number | Exhibit Description | Form | Exhibit | Filing Date | Herewith |
| 3.1(i) | Amended and Restated Certificate of Incorporation | 10-K/A | 3.1(i) | 07/10/2023 | |
| 3.1(ii) | Certificate of Designations of the Series A Convertible Preferred Stock | 8-K | 3.1 | 11/17/2021 | |
| 3.1(iii) | Certificate of Amendment of Certificate of Designations of Series A Convertible Preferred Stock of Quantum Computing Inc., filed with the Delaware Secretary of State on December 16, 2021 | 8-K | 3.1 | 12/17/2021 | |
| 3.2 | Amended and Restated By-laws | 10-K/A | 3.2 | 07/10/2023 | |
| 3.3 | Certificate of Designation with respect to the Series B Preferred Stock, par value $0.0001 per share, dated June 14, 2022 | 8-K | 3.1 | 06/21/2022 | |
| 4.1 | Common Stock Specimen | 10-12(g) | 4.1 | 01/09/2019 | |
| 4.4 | Description of Securities | X | |||
| 4.5 | Promissory Note in the amount of $8,250,000 issued by Quantum Computing, Inc. to Streeterville Capital, LLC, dated September 23, 2022 | 8-K | 4.1 | 09/28/2022 | |
| 10.1 | ATM Agreement, dated as of December 5, 2022, between Quantum Computing Inc. and Ascendiant Capital Markets, LLC | 8-K | 1.1 | 12/06/2022 | |
| 10.2 | First Amendment to ATM Agreement, dated as of August 17, 2023, between Quantum Computing Inc. and Ascendiant Capital Markets, LLC | 8-K | 1.1 | 08/21/2023 | |
| 10.3 | Employment Agreement between Quantum Computing Inc. and Christopher Boehmler, dated as of June 26, 2023 | 8-K | 10.1 | 06/26/2023 | |
| 10.4* | 2019 Quantum Computing Inc. Equity and Incentive Plan | S-1 | 10.8 | 11/22/2019 | |
| 10.10* | Form Director Agreement | 8-K | 10.1 | 02/23/2021 | |
| 10.11 | Form of Warrant dated November 9, 2021 | 8-K | 10.2 | 11/17/2021 | |
| 10.12 | Form Amendment to Common Stock Purchase Warrant | 8-K | 10.2 | 12/17/2021 | |
| 10.13* | Employment Agreement between William J. McGann and Quantum Computing, Inc., dated as of January 3, 2022 | 8-K | 10.2 | 01/03/2022 | |
| 10.14* | Amended and Restated Employment Agreement, dated as of April 26, 2021, by and between Quantum Computing Inc. and Robert Liscouski | 8-K | 10.1 | 04/30/2021 | |
| 10.15* | Employment Agreement between Christopher Roberts and Quantum Computing, Inc., dated as of April 26, 2021 | 8-K | 10.2 | 04/30/2021 | |
| 10.16 | Note Purchase Agreement, dated as of February 18, 2022, between Quantum Computing Inc. and QPhoton, Inc. | 8-K | 10.1 | 02/23/2022 | |
| 10.17 | Unsecured Promissory Note issued by QPhoton, Inc. to Quantum Computing, Inc., in the amount of $1,250,000, dated February 18, 2022 | 8-K | 10.2 | 02/23/2022 | |
| 10.18 | Agreement and Plan of Merger by and among Quantum Computing Inc., Project Alpha Merger Sub I, Inc., Project Alpha Merger Sub II, LLC, QPhoton, Inc., and Yuping Huang, dated as of May 18, 2022 | 8-K | 10.1 | 05/23/2022 | |
| 10.19 | Escrow Agreement, dated as of June 16, 2022, by and among Quantum Computing Inc., Yuping Huang and Worldwide Stock Transfer, LLC | 8-K | 10.2 | 06/21/2022 | |
| 10.20 | Stockholders Agreement by and among Quantum Computing, Inc. and each of the Stockholders set forth on Exhibit A thereto, dated as of June 16, 2022 | 8-K | 10.3 | 06/21/2022 | |
| 10.21 | Form Registration Rights Agreement | 8-K | 10.4 | 06/21/2022 | |
| 10.22* | Employment Agreement, dated as of June 15, 2022, by and between Quantum Computing Inc. and Yuping Huang | 8-K | 10.5 | 06/21/2022 | |
| 10.23 | Note Purchase Agreement, dated as of September 23, 2022, by and between Quantum Computing Inc. and Streeterville Capital, LLC | 8-K | 10.1 | 09/28/2022 | |
| 10.24* | Director Agreement between Quantum Computing, Inc. and Dr. Carl Weimer, dated January 6, 2023 | 8-K | 10.1 | 01/09/2023 | |
| 10.25* | Quantum Computing Inc. 2022 Equity and Incentive Plan | 10-K/A | 10.42 | 07/10/2023 | |
| 10.26* | Separation Agreement, dated as of March 15, 2024, by and between Quantum Computing, Inc. and Robert Liscouski | X | |||
| 10.27* | Director Agreement, dated as of March 8, 2024, by and between Quantum Computing, Inc. and Robert Liscouski | X | |||
| 10.28* | Separation Agreement, dated as of June 30, 2023, by and between Quantum Computing, Inc. and Christopher Roberts | X | |||
| 10.31 | Consulting Services Agreement, dated as of July 1, 2023, by and between Quantum Computing, Inc. and Christopher Roberts | X | |||
| 10.32 | Modification 1 to Consulting Services Agreement, dated as of January 2, 2024, by and between Quantum Computing, Inc. and Christopher Roberts | X | |||
| 21.1 | List of Subsidiaries | X | |||
| 23.1 | Consent of BF Borgers CPA PC | X | |||
| 31.1 | Principal Executive Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Principal Financial Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1 | Principal Executive Officer Certification Pursuant to Item 601(b)(32) of Regulation S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.2 | Principal Financial Officer Certification Pursuant to Item 601(b)(32) of Regulation S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 97 | Policy relating to recovery of erroneously awarded compensation. | X | |||
| 101.INS | Inline XBRL Instance Document. | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Linkbase Document. | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X | |||
| * | Indicates a management contract or compensatory plan or arrangement. |
|---|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 1, 2024 | Quantum Computing Inc. | |
|---|---|---|
| By: | /s/ Dr. William McGann | |
| Dr. Willan McGann | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
| Name | Capacity | Date |
|---|---|---|
| /s/ Robert Liscouski | Chairman of the Board of Directors | April 1, 2024 |
| Robert Liscouski | (Principal Executive Officer) | |
| /s/ Dr. William McGann | Chief Executive Officer | April 1, 2024 |
| Dr. Willan McGann | (Principal Executive Officer) | |
| /s/ Christopher Boehmler | Chief Financial Officer, Treasurer | April 1, 2024 |
| Christopher Boehmler | (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ Dr. Yuping Huang | Chief Quantum Officer and Director | April 1, 2024 |
| Dr. Yuping Huang | ||
| /s/ Michael Turmelle | Director | April 1, 2024 |
| Michael Turmelle | ||
| /s/ Robert Fagenson | Director | April 1, 2024 |
| Robert Fagenson | ||
| /s/ Dr. Carl Weimer | Director | April 1, 2024 |
| Dr. Carl Weimer | ||
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023 and 2022
Index to the Consolidated Financial Statements
| Description | Page |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID 5041) | F-2 |
| Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022 | F-3 |
| Consolidated Statement of Operations for the Twelve Months Ended December 31, 2023 and 2022 | F-4 |
| Consolidated Statement of Stockholders’ Equity for the Twelve Months Ended December 31, 2022 | F-5 |
| Consolidated Statement of Stockholders’ Equity for the Twelve Months Ended December 31, 2023 | F-6 |
| Consolidated Statement of Cash Flows for the Twelve Months Ended December 31, 2023 and 2022 | F-7 |
| Notes to the Consolidated Financial Statements | F-8 |
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