Quantum Computing Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (703)436-2161

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 22, 2026, Quantum Computing Inc., a Delaware corporation (the “Company”), 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, and 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 “Transaction”).

Pursuant to the Stock Purchase Agreement, the aggregate purchase price for the Transaction 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 of Company Common Stock for the 30 trading days ending five trading days prior to the closing of the Transaction (the “Closing Stock Consideration” and, together with the Closing Cash Consideration, the “Closing Consideration”). At the closing of the Transaction, $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.

Pursuant to the Stock Purchase Agreement, if the Company has filed an automatic shelf registration statement on Form S-3ASR, any Seller holding shares of Company Common Stock issued pursuant to the Stock Purchase Agreement may request that the Company file a prospectus supplement covering the resale of such shares, which the Company will file within 15 days of such request. The Company has no obligation to file or maintain an automatic shelf registration statement, and these registration rights arise only if and when the Company, in its sole discretion, has an effective Form S-3ASR.

The foregoing description of the Stock Purchase Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Stock Purchase Agreement contains customary representations, warranties and covenants made by the Parties. The representations, warranties and covenants set forth in the Stock Purchase Agreement were made only for purposes of the Stock Purchase Agreement and solely for the benefit of the Parties, may be subject to limitations agreed upon by the Parties, including being qualified by confidential disclosures exchanged in connection with the execution of the Stock Purchase Agreement, and may be subject to standards of materiality applicable to the Parties that differ from those applicable to investors. Accordingly, the Stock Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K only to provide investors with information regarding its terms and not to provide investors with any other factual information regarding the Company, NHanced or their subsidiaries’ respective businesses.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On June 22, 2026, the Company completed the acquisition of all of the issued and outstanding shares of common stock of NHanced pursuant to the terms of the Stock Purchase Agreement. Following the closing of the Transaction, 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.