Quantum Computing Inc.
For the period ended Dec 31, 2024. Filed Mar 20, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 20, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| Exhibit · Reference · Filed or Furnished | |||||
|---|---|---|---|---|---|
| Number | Exhibit Description | Form | Exhibit | Filing Date | Herewith |
| 2.1 | 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 | |
| 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 | |
| 3.1(iv) | 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 | |
| 3.2 | Amended and Restated By-laws | 10-K/A | 3.2 | 07/10/2023 | |
| 4.1 | Common Stock Specimen | 10-12(g) | 4.1 | 01/09/2019 | |
| 4.2 | Description of Securities | 10-K | 4.4 | 04/01/2024 | |
| 4.3 | Form of Placement Agent Warrant | 8-K | 4.1 | 12/12/2024 | |
| 4.4 | Form of Placement Agent Warrant | 8-K | 4.1 | 01/08/2025 | |
| 4.5 | Form of Placement Agent Warrant | X | |||
| 4.6 | 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 | |
| 10.1* | 2019 Quantum Computing Inc. Equity and Incentive Plan | S-1 | 10.8 | 11/22/2019 | |
| 10.2* | Form Director Agreement | 8-K | 10.1 | 02/23/2021 | |
| 10.3* | 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 | |
| 10.4* | Employment Agreement between Christopher Roberts and Quantum Computing, Inc., dated as of April 26, 2021 | 8-K | 10.2 | 04/30/2021 | |
| 10.5* | Employment Agreement between by and between Quantum Computing Inc. and William McGann, dated as of January 3, 2022 | 8-K | 10.2 | 01/03/2022 | |
| 10.6 | Note Purchase Agreement, dated as of February 18, 2022, between Quantum Computing Inc. and QPhoton, Inc. | 8-K | 10.1 | 02/23/2022 | |
| 10.7 | 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 | |
| 10.8 | 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 | |
| 10.9 | Form Registration Rights Agreement | 8-K | 10.4 | 06/21/2022 | |
| 10.10* | Employment Agreement, dated as of June 15, 2022, by and between Quantum Computing Inc. and Yuping Huang | 8-K | 10.5 | 06/21/2022 | |
| 10.11 | ATM Agreement, dated as of December 5, 2022, between Quantum Computing Inc. and Ascendiant Capital Markets, LLC | 8-K | 1.1 | 12/06/2022 | |
| 10.12* | Director Agreement between Quantum Computing Inc. and Dr. Carl Weimer, dated January 6, 2023 | 8-K | 10.1 | 01/09/2023 | |
| 10.13 | Employment Agreement between Quantum Computing Inc. and Christopher Boehmler, dated as of June 26, 2023 | 8-K | 10.1 | 06/26/2023 | |
| 10.14* | Quantum Computing Inc. 2022 Equity and Incentive Plan | 10-K/A | 10.42 | 07/10/2023 | |
| 10.15 | 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 | |
| 10.16 | Series A Preferred Redemption and Waiver Agreement, dated as of March 19, 2024 | 8-K | 10.1 | 03/25/2024 | |
| 10.17 | Separation Agreement, dated as of March 15, 2024, by and between Quantum Computing, Inc. and Robert Liscouski | 10-K | 10.26 | 04/01/2024 | |
| 10.18* | Director Agreement, dated as of March 8, 2024, by and between Quantum Computing, Inc. and Robert Liscouski | 10-K | 10.27 | 04/01/2024 | |
| 10.19 | Director Agreement between Quantum Computing Inc. and Dr. Javad Shabani, dated April 19, 2024 | 8-K | 10.1 | 04/25/2024 | |
| 10.20 | Modification 2 to Consulting Services Agreement, dated as of June 18, 2024, by and between Quantum Computing, Inc. and Christopher Roberts | X | |||
| 10.21 | Secured Promissory Note issued to Streeterville Capital, LLC, dated August 6, 2024 | 8-K | 4.1 | 08/12/2024 | |
| 10.22 | Securities Purchase Agreement between Quantum Computing Inc. and Streeterville Capital, LLC, dated August 6, 2024 | 8-K | 10.1 | 08/12/2024 | |
| 10.23 | Security Agreement between Quantum Computing Inc. and Streeterville Capital, LLC, dated August 6, 2024 | 8-K | 10.2 | 08/12/2024 | |
| 10.24 | IP Security Agreement between Quantum Computing Inc. and Streeterville Capital, LLC, dated August 6, 2024 | 8-K | 10.3 | 08/12/2024 | |
| 10.25 | Guaranty by QPhoton, LLC, Qubittech International, Inc., Qubittech, Inc., and QI Solutions, Inc., dated August 6, 2024 | 8-K | 10.4 | 08/12/2024 | |
| 10.26 | Form of Securities Purchase Agreement, dated as of November 14, 2024, between Quantum Computing Inc. and each Purchaser (as defined therein) | 8-K | 10.1 | 11/15/2024 | |
| 10.27 | Placement Agency Agreement, dated November 14, 2024, between Quantum Computing Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC | 8-K | 10.2 | 11/15/2024 | |
| 10.28 | Form of Lock-Up Agreement dated November 14, 2024 | 8-K | 10.3 | 11/15/2024 | |
| 10.29 | Amendment to Employment Agreement by and between Quantum Computing Inc. and Yuping Huang, dated as of September 1, 2024 | 10-Q | 10.5 | 11/06/2024 | |
| 10.30 | Modification 3 to Consulting Services Agreement, dated as of December 20, 2024, by and between Quantum Computing, Inc. and Christopher Roberts | X | |||
| 10.31 | Form of Registered Offering Purchase Agreement, dated as of December 10, 2024, between Quantum Computing Inc. and each Purchaser (as defined therein) | 8-K | 10.1 | 12/12/2024 | |
| 10.32 | Form of Placement Purchase Agreement, dated as of December 10, 2024, between Quantum Computing Inc. and each Purchaser (as defined therein) | 8-K | 10.2 | 12/12/2024 | |
| 10.33 | Placement Agency Agreement, dated December 10, 2024, between Quantum Computing Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC | 8-K | 10.3 | 12/12/2024 | |
| 10.34 | Form of Lock-Up Agreement dated December 12, 2024 | 8-K | 10.4 | 12/12/2024 | |
| 10.35 | Second Amendment to Employment Agreement between Quantum Computing Inc. and William J. McGann, dated as of December 30, 2024 | 8-K | 10.1 | 12/31/2024 | |
| 10.36 | Form of Purchase Agreement, dated as of January 7, 2025, between Quantum Computing Inc. and each Purchaser (as defined therein) | 8-K | 10.1 | 01/08/2025 | |
| 10.37 | Placement Agency Agreement, dated January 7, 2025, between Quantum Computing Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC | 8-K | 10.2 | 01/08/2025 | |
| 10.38 | Form of Lock-Up Agreement dated January 7, 2025 | 8-K | 10.3 | 01/08/2025 | |
| 10.39 | First Amendment to Employment Agreement between Quantum Computing Inc. and William J. McGann, dated as of February 1, 2024 | S-1 | 10.7 | 01/22/2025 | |
| 14.1 | Quantum Computing Inc. Code of Ethics | 8-K | 14.1 | 09/25/2024 | |
| 19.1 | Quantum Computing Inc. Insider Trading Policy | X | |||
| 21.1 | List of Subsidiaries | X | |||
| 23.1 | Consent of BPM LLP, Independent Registered Public Accounting Firm | 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 | |||
| 97.1 | Policy relating to recovery of erroneously awarded compensation. | 10-K | 97.1 | 04/01/2024 | |
| 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: March 20, 2025 | 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/ Yuping Huang | Chairman of the Board of Directors and Chief Quantum Officer | March 20, 2025 |
| Yuping Huang | ||
| /s/ Dr. William McGann | Chief Executive Officer | March 20, 2025 |
| Dr. Willan McGann | (Principal Executive Officer) | |
| /s/ Christopher Boehmler | Chief Financial Officer, Treasurer | March 20, 2025 |
| Christopher Boehmler | (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ Michael Turmelle | Director | March 20, 2025 |
| Michael Turmelle | ||
| /s/ Robert Fagenson | Vice Chairman of the Board of Directors | March 20, 2025 |
| Robert Fagenson | ||
| /s/ Dr. Carl Weimer | Director | March 20, 2025 |
| Dr. Carl Weimer | ||
| /s/ Dr. Javad Shabani | Director | March 20, 2025 |
| Dr. Javad Shabani | ||
Index to the Consolidated Financial Statements
| Description | Page |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID:207) | F-2 |
| Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 | F-3 |
| Consolidated Statement of Operations for the Year Ended December 31, 2024 and 2023 | F-4 |
| Consolidated Statement of Stockholders’ Equity for the Year Ended December 31, 2024 and 2023 | F-5 |
| Consolidated Statement of Cash Flows for the Year Ended December 31, 2024 and 2023 | F-6 |
| Notes to the Consolidated Financial Statements | F-7 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.