QUBT Quantum Computing Inc

As filed with the Securities and Exchange Commission on March 21, 2025

Registration No. 333-             

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

QUANTUM COMPUTING INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware		82-4533053
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
5 Marine View Plaza, Suite 214 Hoboken, NJ		07030
(Address of Principal Executive Offices)		(Zip Code)

 

 

2022 Quantum Computing Inc. Equity Incentive Plan, as amended

2019 Quantum Computing Inc. Equity Incentive Plan, as amended

Quantum Computing Inc. Non-Qualified Stock Option Agreement (Employee)

Quantum Computing Inc. Non-Qualified Stock Option Agreement (Non-Employee) 

Quantum Computing Inc. Restricted Stock Agreement

(Full Title of the Plans)

 

Dr. William J. McGann

Chief Executive Officer

5 Marine View Plaza, Suite 214

Hoboken, NJ 07030

(703) 436-2161

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Joseph Lucosky

Lawrence Metelitsa

Lucosky Brookman LLP

101 Wood Avenue South

Woodbridge, NJ 08830

(732) 395-4400

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
			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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

Proposed sale to take place as soon after the effective date of the

registration statement as awards under the plans are exercised and/or vest.

 

 

Explanatory Note

 

This Registration Statement on Form S-8 of Quantum Computing Inc. (“we,” “us,” “our” or the “Company”) has been prepared in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register a total of 2,475,695 shares of our common stock, par value $0.0001 per share, to be issued pursuant to the Quantum Computing Inc. 2022 Equity and Incentive Plan (the “2022 Plan”).

 

This Registration Statement includes a reoffer prospectus (the “Reoffer Prospectus”) prepared in accordance with the requirements of Part I of Form S-3 (in accordance with the General Instruction C to Form S-8). The Reoffer Prospectus covers reoffers and resales of shares of our common stock that have been or will be acquired by certain of our officers and directors (collectively, the “Selling Stockholders”) which may be deemed to be “control securities” and/or “restricted securities” (as such terms are defined in General Instruction C to Form S-8) of the Company. The Reoffer Prospectus relates to the resale of up to 17,232,640 shares of our common stock, which have been or may be issued pursuant to the 2022 Plan, the Quantum Computing Inc. 2019 Equity and Incentive Plan, as amended, (the “2019 Plan”), the Quantum Computing Inc. Non-Qualified Stock Option Agreements (Employee) (the “Employee Stock Option Agreements”), the Quantum Computing Inc. Non-Qualified Stock Option Agreement (Non-Employee) (the “Non-Employee Stock Option Agreement”, and together with the Employee Stock Option Agreements, the “Stock Option Agreements”), and the Quantum Computing Inc. Restricted Stock Agreements (the “Restricted Stock Agreements”). The Reoffer Prospectus does not contain all of the information included in the Registration Statement, certain items of which are contained in schedules and exhibits to the Registration Statement, as permitted by the rules and regulations of the SEC. Statements contained in this Reoffer Prospectus as to the contents of any agreement, instrument or other document referred to are not necessarily complete. With respect to each such agreement, instrument or other document filed as an exhibit to the Registration Statement, we refer you to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by this reference.

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Quantum Computing Inc. has prepared this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register (i) a total of 2,475,695 shares of our common stock, par value $0.0001 per share, to be issued pursuant to the 2022 Plan, and (ii) 17,232,640 shares of our common stock, par value $0.0001 per share (the “Common Stock”), issuable pursuant to the 2022 Plan, the 2019 Plan, as amended, the Stock Option Agreements, and the Restricted Stock Agreements and to file a prospectus, prepared in accordance with the requirements of Part I of Form S-3 and, pursuant to General Instruction C of Form S-8, to be used for reoffers and resales of Common Stock acquired by persons to be named therein upon the exercise of options and restricted stock awards granted under the 2022 Plan, the 2019 Plan, the Stock Option Agreements, and the Restricted Stock Agreements.

 

Pursuant to the Note to Part I on Form S-8, the documents containing the information specified in Part I of this Registration Statement will be sent or given to plan participants as specified by Rule 428(b)(1) of the Securities Act. Such documents are not required to be filed, and are not filed, with the United States Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

 

REOFFER PROSPECTUS

 

Quantum Computing Inc.

 

Up to 15,739,859 shares of Common Stock under

Quantum Computing Inc. 2022 Equity and Incentive Plan

and

Quantum Computing Inc. 2019 Equity and Incentive Plan, as amended

and

Up to 675,000 shares of Common Stock under Quantum Computing Inc. Non-Qualified Stock Option Agreements (Employee)

and

Up to 39,238 shares of Common Stock under Quantum Computing Inc. Non-Qualified Stock Option Agreements (Non-Employee)

and

Up to 778,543 shares of Common Stock under Quantum Computing Inc. Restricted Stock Agreements

 

This prospectus relates to the resale of up to 17,232,640 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of Quantum Computing Inc., which may be offered and sold from time to time by certain stockholders of the Company (the “Selling Stockholders”) who have acquired or will acquire such Shares in connection with the exercise of stock options granted, and with stock or other awards made, and with the purchase of stock under, the 2022 Plan, the 2019 Plan, the Stock Option Agreements, and the Restricted Stock Agreements (together, the “Plans”).

 

The persons who are issued such Shares may include our directors, officers, employees and consultants, certain of whom may be considered our “affiliates”. Such persons may, but are not required to, sell the Shares they acquire pursuant to this prospectus. See “Selling Stockholders” on page 7 of this prospectus. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “QUBT.” On March 20, 2025, the closing price of the Common Stock on The Nasdaq Capital Market was $7.39 per share.

 

We will not receive any of the proceeds from sales of the Shares by any of the Selling Stockholders. The Shares may be offered from time to time by any or all of the Selling Stockholders through ordinary brokerage transactions, in negotiated transactions or in other transactions, at such prices as such Selling Stockholder may determine, which may relate to market prices prevailing at the time of sale or be a negotiated price. See “Plan of Distribution.” Sales may be made through brokers or to dealers, who are expected to receive customary commissions or discounts. We are paying all expenses of registration incurred in connection with this offering, but the Selling Stockholders will pay all brokerage commissions and other selling expenses.

 

The Selling Stockholders and participating brokers and dealers may be deemed to be “underwriters” within the meaning of the Securities Act, in which event any profit on the sale of shares of those Selling Stockholders and any commissions or discounts received by those brokers or dealers may be deemed to be underwriting compensation under the Securities Act.

 

SEE “RISK FACTORS” BEGINNING ON PAGE 6 OF THIS PROSPECTUS FOR A DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT YOU SHOULD CONSIDER BEFORE PURCHASING OUR COMMON STOCK.

 

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is March 21, 2025.

 

 

TABLE OF CONTENTS

 

		Page No.
Where You Can Find More Information		ii
Incorporation of Certain Documents By Reference		iii
Note on Forward Looking Statements		iv
The Company		1
Risk Factors		6
Selling Stockholders		7
Use of Proceeds		7
Plan of Distribution		12
Legal Matters		13
Experts		13

 

You should rely only on the information contained in or incorporated by reference into this prospectus or any prospectus supplement. We have not authorized any person to give any information or to make any representations other than those contained or incorporated by reference in this prospectus, and, if given or made, you must not rely upon such information or representations as having been authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than our shares of common stock described in this prospectus or an offer to sell or the solicitation to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should not assume that the information we have included in this prospectus is accurate as of any date other than the date of this prospectus or that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference regardless of the time of delivery of this prospectus or of any securities registered hereunder.

 

 

WHERE YOU CAN FIND MORE INFORMATION

 

The Company is subject to the information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information with the SEC. We are required to file electronic versions of those materials with the SEC through the SEC’s EDGAR system. The SEC maintains an Internet site at http://www.sec.gov, which contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. You can read and copy the reports, proxy statements and other information filed by the Company with the SEC at such Internet site.

 

This prospectus constitutes part of a Registration Statement on Form S-8 filed on the date hereof (herein, together with all amendments and exhibits, referred to as the “Registration Statement”) by the Company with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which we have omitted, in accordance with the rules and regulations of the SEC. You should refer to the full Registration Statement for further information with respect to the Company and our Common Stock.

 

Statements contained herein concerning the provisions of any contract, agreement or other document are not necessarily complete, and in each instance, reference is made to the copy of such contract, agreement or other document filed as an exhibit to the Registration Statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference. Copies of the Registration Statement together with exhibits may be inspected at the offices of the SEC as indicated above without charge and copies thereof may be obtained therefrom upon payment of a prescribed fee.

 

No person is authorized to give any information or to make any representations, other than those contained in this prospectus, in connection with the offering described herein, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or any Selling Stockholder. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that the information contained herein is correct as of any time subsequent to the date hereto.

 

 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 

We are “incorporating by reference” in this prospectus certain documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information in the documents incorporated by reference is considered to be part of this prospectus. Statements contained in documents that we file with the SEC and that are incorporated by reference in this prospectus will automatically update and supersede information contained in this prospectus, including information in previously filed documents or reports that have been incorporated by reference in this prospectus, to the extent the new information differs from or is inconsistent with the old information. We have filed or may file the following documents with the SEC, and they are incorporated herein by reference as of their respective dates of filing:

 

	●	Our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025;
	●	Our Quarterly Report on Form 10-Q for the three months ended March 31, 2024, filed with the SEC on October 2, 2024, our Quarterly Report on Form 10-Q for the three months ended June 30, 2024, filed with the SEC on October 2, 2024 and our Quarterly Report on Form 10-Q for the three months ended September 30, 2024, filed with the SEC on November 6, 2024;
	●	the description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-40615) filed on July 14, 2021, including any amendment or report filed for the purpose of updating such description.

 

All documents we file with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the termination of the offering of the Shares under this Reoffer Prospectus, will be deemed to be incorporated by reference in this Reoffer Prospectus and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC (including, without limitation, information furnished under Item 2.02 or Item 7.01 of Current Reports on Form 8-K and the exhibits related to such items furnished under Item 9.01) shall not be deemed incorporated by reference into this Reoffer Prospectus.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus, or in any subsequently filed document that also is deemed to be incorporated by reference in this prospectus, modifies, supersedes or replaces such statement. Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this prospectus. None of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K or any corresponding information, either furnished under Item 9.01 or included as an exhibit therein, that we may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus, except as otherwise expressly set forth in the relevant document. Subject to the foregoing, all information appearing in this prospectus is qualified in its entirety by the information appearing in the documents incorporated by reference.

 

You may request, orally or in writing, a copy of these documents, which will be provided to you at no cost (other than exhibits, unless such exhibits are specifically incorporated by reference), by contacting Investor Relations, c/o Quantum Computing Inc. at 5 Marine View Plaza, Suite 214, Hoboken, NJ 07030. Our telephone number is (703) 436-2161. Information about us is also available at our website at www.quantumcomputinginc.com. However, the information in our website is not a part of this prospectus and is not incorporated by reference.

 

 

NOTE ON FORWARD LOOKING STATEMENTS

 

This prospectus contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties and include statements regarding, among other things, our projected revenue growth and profitability, our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. In particular, these include statements relating to future actions, prospective products, market acceptance, future performance or results of current and anticipated products, sales efforts, expenses, and the outcome of contingencies such as legal proceedings and financial results.

 

Examples of forward-looking statements in this prospectus include, but are not limited to, our expectations regarding our business strategy, business prospects, operating results, operating expenses, working capital, liquidity and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the cost, terms and availability of components, pricing levels, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These statements are based on our management’s expectations, beliefs and assumptions concerning future events affecting us, which in turn are based on currently available information. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect.

 

Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include, but are not limited to:

 

	●	changes in the market acceptance of our products;
	●	increased levels of competition;
	●	changes in political, economic or regulatory conditions generally and in the markets in which we operate;
	●	our relationships with our key customers;
	●	our ability to retain and attract senior management and other key employees;
	●	our ability to quickly and effectively respond to new technological developments;
	●	our ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; and
	●	other risks, including those described in the “Risk Factors” discussion of this prospectus.

 

We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this prospectus are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise.

 

 

 

 

 

 

 

 

 

 

 

 

RISK FACTORS

 

An investment in shares of our Common Stock is highly speculative and involves a high degree of risk. We face a variety of risks that may affect our operations or financial results and many of those risks are driven by factors that we cannot control or predict. Before investing in our Common Stock, you should carefully consider the risks set forth under the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025, which are incorporated by reference herein, together with the financial and other information contained or incorporated by reference therein, are incorporated by reference in this prospectus. If any of these risks actually occur, our business, prospects, financial condition and results of operations could be materially adversely affected. In that case, the trading price of our Common Stock would likely decline and you may lose all or a part of your investment. Only those investors who can bear the risk of loss of their entire investment should invest in our Common Stock. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

 

 

USE OF PROCEEDS

 

We will not receive any of the proceeds from the sale of the Shares. All proceeds from the sale of the Shares will be for the account of the Selling Stockholders, as described below. See the sections titled “Selling Stockholders” and “Plan of Distribution” described below.

 

SELLING STOCKHOLDERS

 

The following table sets forth (a) the name and position or positions with the Company of each Selling Stockholder; (b) the aggregate of (i) the number of shares of Common Stock held by each Selling Stockholder as of the date of this prospectus and (ii) the number of shares issuable upon exercise of options granted to each Selling Stockholder under the Plans that are being registered pursuant to this Registration Statement for resale by each Selling Stockholder as of the date of this prospectus; (c) the number of shares of Common Stock that each Selling Stockholder may offer for sale from time to time pursuant to this prospectus, whether or not such Selling Stockholder has a present intention to do so; and (d) the number of shares of Common Stock to be beneficially owned by each Selling Stockholder following the sale of all shares that may be so offered pursuant to this prospectus, assuming the Selling Stockholders sell all of the Common Stock offered pursuant to this prospectus and no other change in ownership of Common Stock by such Selling Stockholder after the date of this prospectus. Unless otherwise indicated, beneficial ownership is direct, and the person indicated has sole voting and investment power.

 

As of March 20, 2025, there were 137,244,545 shares of Common Stock outstanding. Other than Dr. Yuping Huang and Dr. William McGann, none of the Selling Stockholders own more than one percent (1%) of our outstanding shares.

 

To our knowledge, Dr. Yuping Huang and Dr. Javad Shabani, starting on or after March 25, 2025 up until March 31, 2025, have a present intention to offer shares of our Common Stock for sale, and none of our other officers and directors have such intent, although they retain the right to do so.

 

Inclusion of an individual’s name in the table below does not constitute an admission that such individual is an “affiliate” of the Company.

 

 

Selling Stockholders(1)		Principal Position with the Company(2)		Shares Owned Prior to Resale				Number of Shares Offered for Resale				Number of Shares owned After Resale
												Number				Percent
Robert Liscouski		Former Chairman			2,375,000	(3)			2,375,000				-				*
Yong Meng Sua		Employee			1,850,900	(4)			1,850,900				-				*
Christopher Roberts		General Counsel			1,796,300	(5)			1,771,300				25,000				*
William McGann		Chief Executive Officer			1,722,930	(6)			1,722,930				-				*
Lac Nguyen		Employee			1,162,355	(7)			1,003,600				158,755				*
Christopher Boehmler		Chief Financial Officer			888,060	(8)			886,850				1,210				*
Jeeva Ramanathan		Employee			839,200	(9)			839,200				-				*
Prajnesh Kumar		Employee			839,200	(10)			839,200				-				*
Robert Fagenson		Vice Chairman			850,000	(11)			750,000				100,000				*
Michael Turmelle		Director			650,000	(12)			650,000				-				*
Yuping Huang		Chairman			24,418,184	(13)			497,550				23,920,634				17.4	%
Carl Weimer		Director			300,000	(14)			300,000				-				*
He Zhang		Employee			297,498	(15)			297,498				-				*
Milan Begliarbekov		Employee			289,000	(16)			289,000				-				*
Malvika Garikapati		Employee			251,500	(17)			251,500				-				*
Ting Bu		Employee			246,400	(18)			246,400				-				*
Javad Shabani		Director			207,719	(19)			207,719				-				*
Gary Goodman		Advisor			200,000	(3)			200,000				-				*
Daniel Mack		Employee			135,840	(20)			135,840				-				*
David Haycraft		Employee			113,289	(21)			113,289				-				*
Babak Emami		Employee			111,800	(22)			111,800				-				*
Richard Nelson		Employee			107,300	(23)			107,300				-				*
Michael Keymer		Advisor			100,000	(3)			100,000				-				*
Uchenna Chukwu		Employee			93,343	(24)			93,343				-				*
Wesley Dyk		Employee			89,200	(25)			89,200				-				*
Lauren Oden		Employee			86,349	(26)			86,349				-				*
Carrie Spear		Employee			84,800	(27)			84,800				-				*
Mark Campanelli		Employee			78,200	(28)			78,200				-				*
Carlyn Saxton		Employee			74,200	(29)			74,200				-				*
Sheng Wu		Employee			71,700	(30)			71,700				-				*
Pouya Dianat		Employee			60,600	(31)			60,600				-				*
Jeffrey Anderson		Advisor			60,500	(32)			60,500				-				*
Nicholas Chancellor		Advisor			39,238	(33)			39,238				-				*
Paul Kassebaum		Employee			50,000	(34)			50,000				-				*
Nicholas Vrahoretis		Employee			48,200	(35)			48,200				-				*
Yichen Ma		Employee			46,300	(36)			46,300				-				*
Joel Russell Huffman		Employee			42,000	(37)			42,000				-				*
Vinod Nakka		Employee			41,800	(38)			41,800				-				*
Dustin Hess		Employee			41,400	(39)			41,400				-				*
Pranav Mahamuni		Employee			40,400	(40)			40,400				-				*
Chinmay Kadrollimath		Employee			38,700	(41)			38,700				-				*
Ronald Rupert		Employee			38,600	(42)			38,600				-				*
Cesar Martinez Delgado		Employee			36,500	(43)			36,500				-				*
Andrew Rotunno		Employee			34,000	(44)			34,000				-
Tan Nguyen		Employee			33,534	(45)			33,534				-				*
Lothar Moeller		Employee			33,200	(46)			33,200				-				*
Guangju Zhang		Employee			32,400	(47)			32,400				-				*
Yudi Dong		Employee			32,200	(48)			32,200				-				*
Ibsa Jalata		Employee			31,900	(49)			31,900				-				*
Max Deblasio		Employee			30,000	(34)			30,000				-				*
Xiangzhi Li		Employee			30,000	(34)			30,000				-				*
Mark Wainger		Employee			30,000	(33)			30,000				-				*
Zhan Li		Employee			25,000	(34)			25,000				-				*
Shawn Sinawa		Employee			25,000	(34)			25,000				-				*
DeYung Le		Employee			25,000	(33)			25,000				-				*
Gabriella Shepard		Employee			20,000	(34)			20,000				-				*
Maureen Studeny		Employee			18,400	(33)			18,400				-				*
Lukas Arnold		Employee			18,000	(50)			18,000				-				*
Priyanka Satyanand		Employee			17,200	(51)			17,200				-				*
Yunong Tang		Employee			15,500	(52)			15,500				-				*
Seyed Mohajerani		Employee			15,000	(34)			15,000				-				*
Kayla Resco		Employee			13,600	(53)			13,600				-				*
Brian LaMacchia		Advisor			12,500	(33)			12,500				-				*
Lewis Shepherd		Advisor			12,500	(33)			12,500				-				*
Dylan Hoffman		Employee			10,800	(3)			10,800				-				*
Marykate Ahern		Employee			7,500	(54)			7,500				-				*
Julia Van Dam		Employee			500	(3)			500				-				*
Total		-			41,438,239				17,232,640				24,205,599				-

 

*

Less than 1%

 

 

(1)	Except as otherwise noted below, the address for each person or entity listed in the table is c/o Quantum Computing Inc., 5 Marine View Plaza, Suite 214, Hoboken, NJ.

 

(2)	All positions described are with the Company, unless otherwise indicated as an Advisor.

 

(3)	Consists solely of shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock.
(4)	Consists of (i) 614,200 shares of restricted stock granted under the Plans and (ii) 1,236,700 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 730,000 shares of Common Stock issuable upon vesting of such options.
(5)	Consists of (i) 826,300 shares of restricted stock granted under the Plans, (ii) 945,000 shares of Common Stock issuable upon exercise of vested options to purchase shares of Common Stock, and (iii) 25,000 shares of Common Stock that are not being registered by the registration statement of which this prospectus forms a part.
(6)	Consists of (i) 162,100 shares of restricted stock granted under the Plans and (ii) 1,560,830 shares of Common Stock issuable upon exercise of vested options to purchase shares of common stock.
(7)	Consists of (i) 158,755 shares of Common Stock that are not being registered by the registration statement of which this prospectus forms a part, (ii) 667,700 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 378,334 shares of Common Stock issuable upon vesting of such options, and (iii) 335,900 shares of restricted stock granted under the Plans.

 

(8)	Consists of (i) 318,800 shares of restricted stock granted under the Plans, (ii) 568,050 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 198,146 shares of Common Stock issuable upon vesting of such options, and (iii) 1,210 shares of Common Stock that are not being registered by the registration statement of which this prospectus forms a part.
(9)	Consists of (i) 200,700 shares of restricted stock granted under the Plans, and (ii) 638,500 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 363,334 shares of Common Stock issuable upon vesting of such options.
(10)	Consists of (i) 200,700 restricted stock granted under the Plans, and (ii) 638,500 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 363,334 shares of Common Stock issuable upon vesting of such options.

 

(11)	Consists of (i) 100,000 shares of Common Stock owned currently that are not being registered by the registration statement of which this prospectus forms a part, and (ii) 750,000 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 75,000 shares of Common Stock issuable upon vesting of such options.
(12)	Consists of 650,000 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 75,000 shares of Common Stock issuable upon vesting of such options.

 

(13)

Consists of (i) 23,953,706 shares of Common Stock owned currently that are not being registered by the registration statement of which this prospectus forms a part, (ii) 414,350 shares of Common Stock issuable upon exercise of vested options to purchase shares of Common Stock, including 100,000 shares of Common Stock issuable upon vesting of such options, (iii) 83,200 shares of restricted stock granted under the Plans, and (iv) 66,928 shares of Common Stock issuable upon exercise of warrants to purchase shares of Common Stock that are not being registered by the registration statement of which this prospectus forms a part. This does not include any shares that could be purchased upon exercise of unvested warrants received as consideration in the merger with QPhoton that may vest upon the exercise of outstanding options and other warrants held by officers, employees, directors and investors.

 

(14)	Consists of 300,000 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 75,000 shares of Common Stock issuable upon vesting of such options.
(15)	Consists of (i) 51,498 shares of restricted stock granted under the Plans, and (ii) 246,000 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 134,000 shares of Common Stock issuable upon vesting of such options.
(16)	Consists of (i) 28,400 shares of restricted stock granted under the Plans, and (ii) 260,600 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 138,334 shares of Common Stock issuable upon vesting of such options.

 

 

(17)	Consists of (i) 17,400 shares of restricted stock granted under the Plans, and (ii) 234,100 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 130,000 shares of Common Stock issuable upon vesting of such options.
(18)	Consists of (i) 17,400 shares of restricted stock granted under the Plans, and (ii) 234,100 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 130,000 shares of Common Stock issuable upon vesting of such options.

 

(19)	Consists of (i) 12,500 shares of restricted stock granted under the Plans and (ii) 107,219 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 87,500 options shares of Common Stock issuable upon vesting of such options.
(20)	Consists of (i) 37,900 shares of restricted stock granted under the Plans, and (ii) 97,940 shares of Common Stock issuable upon exercise of vested options to purchase shares of Common Stock.
(21)	Consists of (i) 43,700 shares of restricted stock granted under the Plans and (ii) 69,589 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 9,999 shares of Common Stock issuable upon vesting of such options.
(22)	Consists of (i) 43,700 shares of restricted stock granted under the Plans and (ii) 69,589 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 9,999 shares of Common Stock issuable upon vesting of such options.
(23)	Consists of (i) 5,000 shares of restricted stock granted under the Plans and (ii) 102,300 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 100,000 shares of Common Stock issuable upon vesting of such options.
(24)	Consists of (i) 44,743 shares of restricted stock granted under the Plans, and (ii) 48,600 shares of Common Stock issuable upon exercise of vested options to purchase shares of common stock.
(25)	Consists of (i) 35,400 shares of restricted stock granted under the Plans and (ii) 53,800 shares of Common Stock issuable upon exercise of vested options to purchase shares of common stock.
(26)	Consists of (i) 50,550 shares of restricted stock granted under the Plans and (ii) 35,799 shares of Common Stock issuable upon exercise of vested options to purchase shares of common stock.
(27)	Consists of (i) 26,000 shares of restricted stock granted under the Plans and (ii) 58,800 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 18,334 shares of Common Stock issuable upon vesting of such options.
(28)	Consists of (i) 31,600 shares of restricted stock granted under the Plans and (ii) 46,600 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 14,000 shares of Common Stock issuable upon vesting of such options.
(29)	Consists of (i) 16,300 shares of restricted stock granted under the Plans and (ii) 57,900 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 16,666 shares of Common Stock issuable upon vesting of such options.
(30)	Consists of (i) 17,400 shares of restricted stock granted under the Plans and (ii) 54,300 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 10,000 shares of Common Stock issuable upon vesting of such options.
(31)	Consists of 60,600 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 55,000 shares of Common Stock issuable upon vesting of such options.
(32)	Consists of (i) 10,500 shares of restricted stock granted under the Plans and (ii) 57,900 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 16,666 shares of Common Stock issuable upon vesting of such options.
(33)	Consists of solely of restricted stock granted under the Plans.
(34)	Consists of solely of shares of Common Stock issuable upon exercise of unvested options.

 

 

(35)	Consists of (i) 13,800 shares of restricted stock granted under the Plans and (ii) 34,400 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 10,000 shares of Common Stock issuable upon vesting of such options.
(36)	Consists of (i) 13,100 shares of restricted stock granted under the Plans and (ii) 33,200 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 10,000 shares of Common Stock issuable upon vesting of such options.
(37)	Consists of (i) 8,100 shares of restricted stock granted under the Plans and (ii) 33,900 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 20,000 shares of Common Stock issuable upon vesting of such options.
(38)	Consists of (i) 7,100 shares of restricted stock granted under the Plans and (ii) 34,700 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 20,000 shares of Common Stock issuable upon vesting of such options.
(39)	Consists of (i) 8,000 shares of restricted stock granted under the Plans and (ii) 33,400 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 20,000 shares of Common Stock issuable upon vesting of such options.
(40)	Consists of (i) 11,000 shares of restricted stock granted under the Plans and (ii) 29,400 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 16,667 shares of Common Stock issuable upon vesting of such options.
(41)	Consists of (i) 11,200 shares of restricted stock granted under the Plans and (ii) 27,500 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 8,334 shares of Common Stock issuable upon vesting of such options.
(42)	Consists of (i) 11,400 shares of restricted stock granted under the Plans and (ii) 27,200 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 8,334 shares of Common Stock issuable upon vesting of such options.
(43)	Consists of (i) 2,300 shares of restricted stock granted under the Plans and (ii) 34,200 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 20,000 shares of Common Stock issuable upon vesting of such options.
(44)	Consists of 34,000 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 20,000 shares of Common Stock issuable upon vesting of such options.
(45)	Consists of (i) 6,700 shares of restricted stock granted under the Plans and (ii) 26,834 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock
(46)	Consists of 33,200 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 20,000 shares of Common Stock issuable upon vesting of such options.
(47)	Consists of 32,400 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 30,000 shares of Common Stock issuable upon vesting of such options.
(48)	Consists of 32,200 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 30,000 shares of Common Stock issuable upon vesting of such options.
(49)	Consists of 31,900 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 20,000 shares of Common Stock issuable upon vesting of such options.
(50)	Consists of 18,000 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 10,000 shares of Common Stock issuable upon vesting of such options.
(51)	Consists of 17,200 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 15,000 shares of Common Stock issuable upon vesting of such options.
(52)	Consists of 15,500 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 15,000 shares of Common Stock issuable upon vesting of such options.
(53)	Consists of (i) 1,100 shares of restricted stock granted under the Plans and (ii) 12,500 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 6,667 shares of Common Stock issuable upon vesting of such options.
(54)	Consists of 7,500 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock, including 2,500 shares of Common Stock issuable upon vesting of such options.

 

 

PLAN OF DISTRIBUTION

 

In this section of the prospectus, the term “Selling Stockholder” means and includes:

 

	●	the persons identified in the table above as the Selling Stockholders;
	●	those persons whose identities are not known as of the date hereof but may in the future be eligible to receive options under the Plans; and
	●	any of the donees, pledgees, distributees, transferees or other successors in interest of those persons referenced above who may: (a) receive any of the shares of our Common Stock offered hereby after the date of this prospectus and (b) offer or sell those shares hereunder.

 

The shares of our Common Stock offered by this prospectus may be sold from time to time directly by the Selling Stockholders. Alternatively, the Selling Stockholders may from time to time offer such shares through underwriters, brokers, dealers, agents or other intermediaries. The Selling Stockholders as of the date of this prospectus have advised us that there were no underwriting or distribution arrangements entered into with respect to the Common Stock offered hereby. The distribution of the Common Stock by the Selling Stockholders may be effected: in one or more transactions that may take place on The Nasdaq Capital Market (including one or more block transaction) through customary brokerage channels, either through brokers acting as agents for the Selling Stockholders, or through market makers, dealers or underwriters acting as principals who may resell these shares on The Nasdaq Capital Market; in privately-negotiated sales; by a combination of such methods; or by other means. These transactions may be affected at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at other negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Selling Stockholders in connection with sales of our Common Stock.

 

The Selling Stockholders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In such transactions, broker-dealers may engage in short sales of the shares of our Common Stock in the course of hedging the positions they assume with the Selling Stockholders. The Selling Stockholders also may sell shares short and redeliver the shares to close out such short positions. The Selling Stockholders may enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of shares of our Common Stock. The broker-dealer may then resell or otherwise transfer such shares of Common Stock pursuant to this prospectus.

 

The Selling Stockholders also may lend or pledge shares of our Common Stock to a broker-dealer. The broker-dealer may sell the shares of Common Stock so lent, or upon a default the broker-dealer may sell the pledged shares of Common Stock pursuant to this prospectus. Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.

 

The Selling Stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities. There is no underwriter or coordinating broker acting in connection with the proposed sale of shares of Common Stock the Selling Stockholders.

 

Although the shares of Common Stock covered by this prospectus are not currently being underwritten, the Selling Stockholders or their underwriters, brokers, dealers or other agents or other intermediaries, if any, that may participate with the selling security holders in any offering or distribution of Common Stock may be deemed “underwriters” within the meaning of the Securities Act and any profits realized or commissions received by them may be deemed underwriting compensation thereunder.

 

Under applicable rules and regulations under the Exchange Act, any person engaged in a distribution of shares of the Common Stock offered hereby may not simultaneously engage in market making activities with respect to the Common Stock for a period of up to five days preceding such distribution. The Selling Stockholders will be subject to the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder, including without limitation Regulation M, which provisions may limit the timing of purchases and sales by the Selling Stockholders.

 

In order to comply with certain state securities or blue-sky laws and regulations, if applicable, the Common Stock offered hereby will be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states, the Common Stock may not be sold unless they are registered or qualified for sale in such state, or unless an exemption from registration or qualification is available and is obtained.

 

We will bear all costs, expenses and fees in connection with the registration of the Common Stock offered hereby. However, the Selling Stockholders will bear any brokerage or underwriting commissions and similar selling expenses, if any, attributable to the sale of the shares of Common Stock offered pursuant to this prospectus. We have agreed to indemnify the Selling Stockholders against certain liabilities, including liabilities under the Securities Act, or to contribute to payments to which any of those security holders may be required to make in respect thereof.

 

There can be no assurance that the Selling Stockholders will sell any or all of the securities offered by them hereby.

 

 

LEGAL MATTERS

 

The validity of the securities being offered herein has been passed upon for us by Lucosky Brookman LLP.

 

EXPERTS

 

The consolidated financial statements of Quantum Computing Inc. and subsidiaries as of December 31, 2024 and 2023 and for each of the two years in the period ended December 31, 2024 incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2024, have been so incorporated in reliance on the report of BPM LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

 

DISCLOSURE OF COMMISSION POSITION ON

INDEMNIFICATION FOR SECURITIES LAWS VIOLATIONS

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

 

You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

 

Additional risks and uncertainties not presently known or that are currently deemed immaterial may also impair our business operations. The risks and uncertainties described in this document and other risks and uncertainties which we may face in the future will have a greater impact on those who purchase our common stock. These purchasers will purchase our common stock at the market price or at a privately negotiated price and will run the risk of losing their entire investment.

 

Quantum Computing Inc.

 

Up to 15,739,859 shares of Common Stock under

Quantum Computing Inc. 2022 Equity and Incentive Plan,

and

Quantum Computing Inc. 2019 Equity and Incentive Plan, as amended

and

Up to 675,000 shares of Common Stock under Quantum Computing Inc. Non-Qualified Stock Option Agreements (Employee)

and

Up to 39,238 shares of Common Stock under Quantum Computing Inc. Non-Qualified Stock Option Agreements (Non-Employee)

and

Up to 778,543 shares of Common Stock under Quantum Computing Inc. Restricted Stock Agreements

 

PROSPECTUS

 

March 21, 2025

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

In this registration statement, Quantum Computing Inc. is sometimes referred to as “Registrant,” “we,” “us” or “our.”

 

Item 3. Incorporation of Documents by Reference.

 

The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this registration statement the following documents previously filed with the SEC:

 

	●	Our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025;
	●	Our Quarterly Report on Form 10-Q for the three months ended March 31, 2024, filed with the SEC on October 2, 2024, our Quarterly Report on Form 10-Q for the three months ended June 30, 2024, filed with the SEC on October 2, 2024 and our Quarterly Report on Form 10-Q for the three months ended September 30, 2024, filed with the SEC on November 6, 2024;
	●	the description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-40615) filed on July 14, 2021, including any amendment or report filed for the purpose of updating such description.

 

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

None.

 

 

Item 6. Indemnification of Directors and Officers.

 

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. Our amended certificate of incorporation provides that, to the maximum extent permitted by law, no director shall be personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as director.

 

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the corporation. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise. Our bylaws provide for indemnification by us of our directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.

 

Insofar as indemnification for liabilities arising under the Securities Act may be provided for directors, officers, employees, agents or persons controlling an issuer pursuant to the foregoing provisions, the opinion of the SEC is that such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

Subject to the operation of Section 4 of Article V of the Company’s By-laws, each Director and Officer shall be indemnified and held harmless by the Company to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against any and all expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with any threatened, pending or completed Proceeding or any claim, issue or matter therein, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

 

Except as listed below, there is no action, suit, or proceeding by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company or our subsidiaries, threatened against or affecting the Company, our common stock, our subsidiaries or the Company’s or its subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect on the Company.

 

BV Advisory v. QCi Appraisal Action

 

BV Advisory Partners, LLC (“BV Advisory”) was purportedly a shareholder of QPhoton, Inc., the predecessor in interest to QPhoton (both referred to as “QPhoton” in this Legal Proceedings discussion). On October 13, 2022, BV Advisory filed a petition in the Court of Chancery of the State of Delaware (the “Delaware Chancery Court”) seeking appraisal rights (the “Appraisal Petition”) on the shares of common stock of QPhoton it allegedly owns (which shares represented 10% of the shares of common stock of QPhoton outstanding immediately prior to the Company’s acquisition of QPhoton) pursuant to Section 262 of the Delaware General Corporation Law. The parties agreed to suspend discovery pending resolution of outstanding motions in two related cases. The Company does not have sufficient information to assess the potential impact of the Appraisal Petition at this time. 

 

 

BV Advisory v. QCi Breach of Contract Lawsuit

 

On March 1, 2021, QPhoton entered into a Note Purchase Agreement with BV Advisory (the “BV Note Purchase Agreement”). Pursuant to the BV Note Purchase Agreement, on March 1, 2021, March 23, 2021, and July 9, 2021, QPhoton and BV Advisory entered into convertible promissory notes for $200,592, $150,000, and $150,000, respectively, for a total of $500,592 (the “BV Notes”). The BV Notes all bore interest at a rate of 6% per annum and matured two years from the issuance date. On June 16, 2022, the effective date of our acquisition of QPhoton, QPhoton tendered a cashier’s check to BV Advisory in the amount of $535,684.24, representing the full principal balance of the BV Notes and accrued interest through June 16, 2022. On July 14, 2022, BV Advisory returned the cashier’s check and disputed the calculation of the amount paid to settle the BV Notes.

 

On August 16, 2022, BV Advisory filed a complaint in the Delaware Chancery Court naming the Company and certain of its directors and officers (among others) as defendants (the “Breach Lawsuit”). BV Advisory Partners, LLC v. Quantum Computing Inc., et al., C.A. No. 2022-0719-VCG (Del. Ch.). BV Advisory sought, among other relief, monetary damages from QPhoton for an alleged breach of the BV Note Purchase Agreement. After the Delaware Chancery Court dismissed BV Advisory’s other claims against the Company and QPhoton, on October 17, 2024, the Delaware Chancery Court entered a Stipulation and Order dismissing BV Advisory’s claim for breach of the BV Note Purchase Agreement, subject to BV Advisory’s right to elect to transfer the BV Note claim to the Superior Court of the state of Delaware (the “Delaware Superior Court”). BV Advisory elected to transfer the claim for breach of the BV Note Purchase Agreement to the Delaware Superior Court. On November 12, 2024, BV Advisory filed a new complaint in the Delaware Superior Court, asserting a claim for breach of the BV Note Purchase Agreement and for breach of the implied covenant of good faith and fair dealing. The Company answered the complaint on December 16, 2024. The Company believes that BV Advisory’s BV Note claims have no merit and intends to defend itself vigorously, but does not have sufficient information to assess the potential impact of the Breach Lawsuit at this time.

 

QCi v. BV Advisory Injunction Lawsuit

 

On January 31, 2025, the Company filed a complaint in Delaware Chancery Court against BV Advisory and its principal Keith Barksdale (the “BV Defendants”) asserting claims for defamation, breach of contract, conversion, aiding and abetting conversion, and misappropriation of trade secrets based on the BV Defendants’ unauthorized possession and dissemination of certain of the Company’s confidential and privileged documents. The Company seeks, among other relief, injunctive relief and damages. On February 11, 2025, the Court granted the Company’s motion for a temporary restraining order and instructed the parties to negotiate an expedited case schedule. On February 13, 2025, the Court entered a stipulated case schedule that set a trial for April 8 and 9, 2025 on the Company’s claims for conversion, aiding and abetting conversion, and misappropriation of trade secrets. The parties are currently engaged in discovery.

 

Securities Class Action Lawsuit

 

On February 25, 2025, a class action lawsuit was filed against the Company and certain of its current and past officers in the United States District Court for the District of New Jersey, by a plaintiff seeking to represent a class of all persons who purchased the Company’s securities between March 30, 2020 and January 15, 2025, alleging violations of Section 10(b) and 20(a) of the Exchange Act. The complaint alleges that the Company made false and/or misleading statements and/or failed to disclose material information about the Company’s customers, contracts and business operations. To date the New Jersey District Court has not certified a class or designated a lead plaintiff. The Company disputes the allegations in the complaint and intends to vigorously defend against the asserted claims.

 

Arbitration over Stock Options

 

In February 2025, the Company entered into arbitrations with two former consultants regarding forfeiture of stock options. The Company had issued stock options to the former consultants in 2020 and 2021 and terminated their agreements in March 2024, at which time the Company informed the former consultants that any vested options had to be exercised within three months of the termination date, per the Company’s equity compensation plans. The former consultants did not exercise their vested options and the options were duly forfeited. In December 2024, the former consultants claimed that they still retained the right to exercise the options, which the Company rejected. The Company believes that these claims are without merit and intends to defend itself vigorously.

 

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Exhibit				Incorporated by Reference From						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
5.1		Opinion of Lucosky Brookman LLP								X
10.1#		Form of Quantum Computing, Inc. Non-Qualified Stock Option Agreement (Employee)								X
10.2#		Form of Quantum Computing, Inc. Non-Qualified Stock Option Agreement (Non-Employee)								X
10.3#		Form of Quantum Computing Inc. Restricted Stock Agreement								X
23.1		Consent of BPM LLP, an independent registered public accounting firm								X
23.2		Consent of Lucosky Brookman LLP (included in Exhibit 5.1)								X
24.1		Power of Attorney (included on signature page).								X
99.1#		Quantum Computing Inc. 2019 Equity and Incentive Plan		S-1		10.8		11/22/2019
99.2#		Quantum Computing Inc. 2022 Equity and Incentive Plan		10-K/A		10.42		07/10/2023
107		Filing Fee Table.								X

 

#

Indicates management contract or compensatory plan.

 

Item 9. Undertakings.

 

(a)	The Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

 

 

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)

The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hoboken, New Jersey, on this 21 day of March, 2025.

 

	QUANTUM COMPUTING INC.
	By:	/s/ Dr. William J. McGann
		Name:	Dr. William J. McGann
		Title:	Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. William J. McGann and Christopher Boehmler, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name		Capacity		Date
/s/ Dr. William J. McGann		President and Chief Executive Officer		March 21, 2025
Dr. William J. McGann		(Principal Executive Officer)
/s/ Christopher Boehmler		Chief Financial Officer		March 21, 2025
Christopher Boehmler		(Principal Financial Officer and Principal Accounting Officer)
/s/ Dr. Yuping Huang		Chairman of the Board of Directors and Chief Quantum Officer		March 21, 2025
Dr. Yuping Huang
/s/ Robert Fagenson		Vice Chairman of the Board of Directors		March 21, 2025
Robert Fagenson
/s/ Michael Turmelle		Director		March 21, 2025
Michael Turmelle
/s/ Dr. Carl Weimer		Director		March 21, 2025
Dr. Carl Weimer
/s/ Dr. Javad Shabani		Director		March 21, 2025
Dr. Javad Shabani

 

 

II-6

Exhibit 5.1

 

March 21, 2025 Quantum Computing Inc. 5 Marine View Plaza, Suite 214 Hoboken, NJ

 

Re:	Form S-8 Registration Statement

 

Ladies and Gentlemen:

 

We have acted as counsel to Quantum Computing Inc., a Delaware corporation (the “Company”), in connection with a registration statement on Form S-8 (the “Registration Statement”) to be filed on March 21, 2025 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration of (i) 2,475,695 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), to be issued by the Company pursuant to the 2022 Quantum Computing Inc. Equity Incentive Plan (the “2022 Plan”), and (ii) 17,232,640 Shares issuable pursuant to the 2022 Plan, the 2019 Quantum Computing Inc. Equity Incentive Plan, as amended (the “2019 Plan”), the Quantum Computing Inc. Non-Qualified Stock Option Agreements (Employee) (the “Stock Option Agreements”), and the Quantum Computing Inc. Restricted Stock Agreements (Employee) (the “Restricted Stock Agreements, and together with the 2022 Plan, the 2019 Plan, and the Stock Option Agreements, the “Plans”).

 

We have participated in the preparation of the Registration Statement and have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

 

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

 

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Plans, at prices not less than the par value thereof, will be validly issued, fully paid and non-assessable.

 

We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the state of Texas.

 

We hereby consent to the use of this opinion as a part (Exhibit 5.1) of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder. The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

 

Very truly yours,
/s/ Lucosky Brookman LLP
Lucosky Brookman LLP

 

 

Exhibit 10.1

 

QUANTUM COMPUTING, INC.

 

NON-QUALIFIED STOCK OPTION AGREEMENT

 

EMPLOYEE

 

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the ____ day of _____, 20__ by and between Quantum Computing, Inc., a Delaware corporation (the “Company”) and ______ (the “Optionee”).

 

WHEREAS, pursuant to the authority of the Board of Directors (the “Board”), the Company has granted the Optionee the right to purchase common stock, $.0001 par value per share (“Common Stock”) of the Company pursuant to stock options, at not less than 100% of fair market value.

 

NOW THEREFORE, in consideration of the mutual covenants and promises hereafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1. Grant of Non-Qualified Options. The Company hereby irrevocably grants to the Optionee, as a matter of separate agreement and not in lieu of salary or other compensation for services, the right and option to purchase all or any part of an aggregate of _______ shares of authorized but unissued or treasury common stock of the Company (the “Options”) on the terms and conditions herein set forth. The Common Stock shall be unregistered under the Securities Act of 1933, as amended (the “Securities Act”), unless the Company voluntarily files a registration statement covering such shares Common Stock with the Securities and Exchange Commission. The Options are not intended to be Incentive Stock Options as defined by Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

 

2. Price. The exercise price of the shares of Common Stock subject to the Options granted hereunder shall be $______.

 

3. Vesting.

 

(a) The Options shall vest _______________________________, subject to the Optionee continuing to perform services for the Company in the capacity in which the grant was received on each applicable vesting date. In lieu of fractional vesting, the number of Options shall be rounded up each time until fractional Options are eliminated.

 

(b) Subject to Sections 3(c) and 4 of this Agreement, Options may be exercised by providing to the Company the Notice of Option Exercise in the form attached hereto as Exhibit A after vesting and remain exercisable until 5:30 p.m. New York time on the date that is the five (5) year anniversary of the date of this Agreement.

 

(c) However, notwithstanding any other provision of this Agreement, at the option of the Board in its sole and absolute discretion, all Options shall be immediately forfeited in the event any of the following events occur:

 

(i) The termination of the Optionee’s employment with the Company for Cause or without Good Reason;

 

(ii) The Optionee purchases or sells securities of the Company without written authorization in accordance with the Company’s insider trading policy then in effect, if any;

 

 

(iii) The Optionee (A) discloses, publishes or authorizes anyone else to use, disclose or publish, without the prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the individual benefit of the Optionee or the benefit of a third party;

 

(iv) During the term of employment and for a period of two (2) years thereafter, the Optionee disrupts or damages, impairs or interferes with the business of the Company or its Affiliates by recruiting, soliciting or otherwise inducing any of their respective employees to enter into employment or other relationship with any other business entity, or terminate or materially diminish their relationship with the Company or its Affiliates, as applicable;

 

(v) During the term of employment and for a period of one (1) year thereafter, the Optionee solicits or directs business of any person or entity who is (A) a customer of the Company or its Affiliates at any time or (B) solicited to be a “prospective customer” of the Company or its Affiliates, in any case either for such Optionee or for any other person or entity. For purposes of this clause (v), “prospective customer” means a person or entity who contacted, or is contacted by, the Company or its Affiliates regarding the provision of services to or on behalf of such person or entity; provided that the Optionee has actual knowledge of such prospective customer;

 

(vi) The Optionee fails to reasonably cooperate to effect a smooth transition of the Optionee’s duties and to ensure that the Company is apprised of the status of all matters the Optionee is handling or is unavailable for consultation after termination of employment of the Optionee if such availability is a condition of any agreement to which the Company and the Optionee are parties;

 

(vii) The Optionee fails to assign all of such Optionee’s rights, title and interest in and to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Optionee used or intended for use by or on behalf of the Company or the Company’s clients;

 

(viii) The Optionee acts in a disloyal manner to the Company, such as making comments, whether oral or in writing, that tend to disparage or injure (i) the reputation or business of the Company or its Affiliates, or is likely to result in discredit to, or loss of business, reputation or goodwill of, the Company or its Affiliates or (ii) its directors, officers or stockholders; or

 

(ix) A finding by the Board that the Optionee has acted against the interests of the Company or in a manner that has or may have a detrimental effect on the Company.

 

(d) For purposes of this Agreement, “Affiliate” means with respect to a person or entity, any other person or entity controlled by, in control of or under common control with such person or entity, and “controlled,” “controlled by,” and “under common control with” shall mean direct or indirect possession of the power to direct or cause the direction of management or policies (whether through ownership of voting securities, by contract or otherwise) of a person or entity.

 

 

4. Termination of Relationship.

 

(a) If for any reason, except death or disability as provided below, the Optionee ceases to perform the services for which the Options were granted, all unvested options shall be automatically and irrefutably forfeited effective three months from the date the Optionee ceases to perform such services, except as otherwise provided herein.

 

(b) If the Optionee shall die while performing services for the Company, such Optionee’s estate or any Transferee (as defined hereinafter) shall have the right within twelve (12) months from the date of death to exercise the Optionee’s vested Options, subject to Section 3(c) hereof. For the purpose of this Agreement, “Transferee” shall mean an individual to whom such Optionee’s vested Options are transferred by will or by the laws of descent and distribution.

 

(c) If the Optionee shall become disabled while performing services for the Company within the meaning of Section 22(e)(3) of the Code, the three-month period referred to in Section 4(a) of this Agreement shall be extended to one year.

 

5. Profits on the Sale of Certain Shares; Redemption. If any of the events specified in Section 3(c) of this Agreement occur within one (1) year from the last date the Optionee performed services for which the Options were granted (the “Termination Date”), all profits earned from the sale of the Company’s securities, including the sale of shares of Common Stock underlying the Options, during the two (2) year period commencing one (1) year prior to the Termination Date shall be forfeited and forthwith paid by the Optionee to the Company within ten (10) days after the Optionee receives written demand from the Company for such payment and a copy of the documentation of the sale, including, without limitation, the purchase price therefor. Further, in such event, the Company may at its option redeem shares of Common Stock acquired upon exercise of the Options by payment of the exercise price to the Optionee. The Company’s rights under this Section 5 do not lapse one year from the Termination Date, but are a contract right subject to any appropriate statutory limitation period.

 

6. Transfer. No transfer of the Options by the Optionee by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of the letters testamentary or such other evidence as the Board may deem necessary to establish the authority of the estate and the acceptance by the Transferee or Transferees of the terms and conditions of the Options.

 

7. Method of Exercise. The Options shall be exercisable by a written notice in the manner and form identified on Exhibit A hereto which information shall include:

 

(a)  state the election to exercise the Options, the number of shares to be exercised, the natural person in whose name the stock certificate or certificates for such shares of Common Stock is to be registered and such person’s address and social security number (or if more than one, the names, addresses and social security numbers of such persons);

 

(b)  contain such representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock as set forth in Section 11 hereof;

 

(c)  be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Options; and

 

(d)  be accompanied by full payment of the purchase or exercise price in United States dollars in cash or by bank or cashier’s check, certified check or money order.

 

 

The certificate or certificates for shares of Common Stock as to which the Options shall be exercised shall be registered in the name of the person or persons exercising the Options.

 

8. Sale of Shares Acquired Upon Exercise of Options. If the Optionee is an officer (as defined by Section 16(b) of the Securities Exchange Act of 1934, as amended (“Section 16(b)”), any shares of the Company’s Common Stock acquired pursuant to Options granted hereunder cannot be sold by the Optionee, subject to Rule 144 promulgated under the Securities Act, until at least six (6) months elapse from the date of grant of the Options, except in the case of death or disability or if the grant was exempt from the short-swing profit provisions of Section 16(b).

 

9. Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options:

 

(a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;

 

(b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;

 

(c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization;

 

(d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company;

 

(e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or

 

(f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

 

10.  Necessity to Become Holder of Record. Neither the Optionee, the Optionee’s estate, nor the Transferee have any rights as a shareholder with respect to any shares of Common Stock covered by the Options until such Optionee, estate or Transferee, as applicable, shall have become the holder of record of such shares of Common Stock. No adjustment shall be made for cash dividends or cash distributions, ordinary or extraordinary, in respect of such shares of Common Stock for which the record date is prior to the date on which such Optionee, estate or Transferee, as applicable, shall become the holder of record thereof.

 

 

11.  Conditions to Exercise of Options.

 

(a) In order to enable the Company to comply with the Securities Act and relevant state law, the Company may require the Optionee, the Optionee’s estate or any Transferee, as a condition of the exercise of the Options granted hereunder, to give written assurance satisfactory to the Company that the shares of Common Stock subject to the Options are being acquired for such Optionee’s, estate’s or Transferee’s, as applicable, own account, for investment only, with no view to the distribution of same, and that any subsequent resale of any such shares of Common Stock either shall be made pursuant to a registration statement under the Securities Act and applicable state law which has become effective and is current with regard to the shares of Common Stock being sold, or shall be pursuant to an exemption from registration under the Securities Act and applicable state law.

 

(b) The Options are subject to the requirement that, if at any time the Board shall determine, in its sole and absolute discretion, that the listing, registration or qualification of the shares of Common Stock subject to the Options upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with the issue or purchase of such shares of Common Stock under the Options, the Options may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected.

 

12.  Duties of Company. The Company will at all times during the term of the Options:

 

(a)  Reserve and keep available for issue such number of shares of its authorized and unissued shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement;

 

(b)  Pay all original issue taxes with respect to the issue of shares of Common Stock pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith; and

 

(c)  Use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.

 

13. Severability. In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.

 

14. Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the parties hereto are unable to resolve by mutual agreement, shall be settled by submission by either party of the controversy, claim or dispute to binding arbitration in the Commonwealth of Virginia (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the rules of the American Arbitration Association then in effect. The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.

 

15. Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns.

 

 

16. Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or by facsimile delivery as follows:

 

The Optionee:	___________________
	___________________
	___________________
	Telephone: __________
	Email:  _____________
The Company:	Quantum Computing, Inc.
	215 Depot Court SE, Suite 215.
	Leesburg, VA 20175
	Attn: _______________
	Telephone: __________

 

or to such other address as either of them, by notice to the other, may designate from time to time. The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing.

 

17. Attorney’s Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled from the non-prevailing party to its reasonable attorneys’ fee, costs and expenses.

 

18. Governing Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance, shall be governed or interpreted according to the laws of the Commonwealth of Virginia without regard to choice of law considerations.

 

19. Oral Evidence. This Agreement, the Offer Letter and any employment agreement, constitute the entire agreement between the parties hereto and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination is sought.

 

20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be made by facsimile signature, which shall be deemed to be an original.

 

21. Section Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Agreement.

 

 

IN WITNESS WHEREOF the parties hereto have set their hand the day and year first above written.

 

	QUANTUM COMPUTING, INC.
	By:
	Name:	Christopher Roberts
	Title:	Chief Financial Officer

 

	OPTIONEE:
	By:
	Name:
	Address:

 

 

EXHIBIT A

 

FORM OF NOTICE OF OPTION EXERCISE

 

To: QUANTUM COMPUTING INC. (the “Company”)

 

(1) The undersigned hereby elects to purchase __________ shares of Common Stock of the Company (the “Shares”) pursuant to the terms of the Option Agreement by and between the Company and the undersigned dated as of __________, and tenders herewith payment of the exercise price in full as set forth below.

 

(2) Payment shall take the form of (check applicable box):

 

☐ in lawful money of the United States in the form of a check made payable by the undersigned to the Company; or

 

☐ in lawful money of the United States in the form of a wire transfer to the account specified by the Company;

 

(3) Please issue a certificate or certificates representing the Shares in the name of the undersigned or in such other name as is specified below:

 

____________________________________

 

The Shares shall be delivered via overnight courier (with tracking information to be provided to the undersigned) to the following address:

 

_____________________________

_____________________________

_____________________________

Attn: ________________________

Tel: _________________________

 

	OPTIONEE
	Signature and Date
	Print Full Name of Optionee

 

[Exhibit A to Non-qualified Stock Option Agreement]

 

Exhibit 10.2

 

QUANTUM COMPUTING, INC.

 

NON-QUALIFIED STOCK OPTION AGREEMENT

 

NON-EMPLOYEE

 

THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the [___] day of [______] by and between Quantum Computing, Inc., a Delaware corporation (the “Company”) and [_______] (the “Optionee”).

 

WHEREAS, pursuant to the authority of the Board of Directors (the “Board”), the Company has granted the Optionee the right to purchase common stock, $.0001 par value per share (“Common Stock”), of the Company pursuant to stock options granted under the Quantum Computing, Inc. 2019 Equity and Incentive Plan (the “2019 Plan”).

 

NOW THEREFORE, in consideration of the mutual covenants and promises hereafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1. Grant of Non-Qualified Options. The Company hereby irrevocably grants to the Optionee, as a matter of separate agreement and not in lieu of salary or other compensation for services, the right and option to purchase all or any part of an aggregate of [_____] shares of authorized but unissued or treasury common stock of the Company (the “Options”) on the terms and conditions herein set forth. The Common Stock shall be unregistered under the Securities Act of 1933, as amended (the “Securities Act”), unless the Company voluntarily files a registration statement covering such shares of Common Stock with the Securities and Exchange Commission. The Options are not intended to be Incentive Stock Options as defined by Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). This Agreement replaces any stock option agreement or offer letter previously provided to the Optionee, if any, with respect to the Options.

 

2. Price. The exercise price of the shares of Common Stock subject to the Options granted hereunder shall be $[____] per share.

 

3. Vesting.

 

(a) The Options shall vest annually over a three (3) year period, commencing on August 22, 2019, subject to the Optionee continuing to serve as an Advisor to the company in the capacity in which the grant was received on each applicable vesting date. In lieu of fractional vesting, the number of Options shall be rounded up each time until fractional Options are eliminated.

 

(b) Subject to Sections 3(c) and 4 of this Agreement, Options may be exercised by providing to the Company the Notice of Option Exercise in the form attached hereto as Exhibit A after vesting, and remain exercisable until 5:30 p.m. New York time on the date that is the five (5) year anniversary of the date of this Agreement.

 

(c) However, notwithstanding any other provision of this Agreement, at the option of the Board in its sole and absolute discretion, all Options shall be immediately forfeited in the event any of the following events occur:

 

(i) The Optionee purchases or sells securities of the Company without written authorization in accordance with the Company’s insider trading policy then in effect, if any;

 

 

(ii) The Optionee (A) discloses, publishes or authorizes anyone else to use, disclose or publish, without the prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the individual benefit of the Optionee or the benefit of a third party;

 

(iii) Except with prior approval by the Board in writing or as listed on Schedule I to this Agreement, the Optionee directly or indirectly owns, manages, controls or participates in the ownership, management or control of, or is employed or engaged by or otherwise affiliated or associated as an officer, director, partner, consultant, independent contractor, agent, representative or otherwise, with any other person or entity that competes with the business of the Company or any of its Affiliates (as defined hereinafter) in any geographical area in which the Company or any of its Affiliates conducts its business or promotes its products or services; provided, however, that the ownership of not more than one percent (1%) of the stock of a company whose equity interests are publicly traded on a nationally recognized stock exchange or over-the-counter shall not be deemed a violation of this provision;

 

(iv) The Optionee disrupts or damages, impairs or interferes with the business of the Company or its Affiliates by recruiting, soliciting or otherwise inducing any of their respective employees to enter into employment or other relationship with any other business entity, or terminate or materially diminish their relationship with the Company or its Affiliates, as applicable; or

 

(v) The Optionee solicits or directs business of any person or entity who is (A) a customer of the Company or its Affiliates at any time or (B) solicited to be a “prospective customer” of the Company or its Affiliates, in any case either for such Optionee or for any other person or entity; provided that the Optionee has actual knowledge of such prospective customer. For purposes of this clause (v), “prospective customer” means a person or entity that contacted, or is contacted by, the Company or its Affiliates regarding the provision of services to or on behalf of such person or entity.

 

(d) For purposes of this Agreement, “Affiliate” means with respect to a person or entity, any other person or entity controlled by, in control of or under common control with such person or entity, and “controlled,” “controlled by,” and “under common control with” shall mean direct or indirect possession of the power to direct or cause the direction of management or policies (whether through ownership of voting securities, by contract or otherwise) of a person or entity.

 

4. Termination of Relationship.

 

(a) If for any reason, except death or disability as provided below, the Optionee ceases to perform the services for which the Options were granted, all unvested options shall be automatically and irrefutably forfeited effective three months from the date the Board has deemed that the Optionee has ceased to perform such services, except as otherwise provided herein.

 

(b) If the Optionee shall die while performing services for the Company, such Optionee’s estate or any Transferee (as defined hereinafter) shall have the right within twelve (12) months from the date of death to exercise the Optionee’s vested Options, subject to Section 3(c) hereof. For the purpose of this Agreement, “Transferee” shall mean an individual to whom such Optionee’s vested Options are transferred by will or by the laws of descent and distribution.

 

(c) If the Optionee shall become disabled while performing services for the Company within the meaning of Section 22(e)(3) of the Code, the three-month period referred to in Section 4(a) of this Agreement shall be extended to one year.

 

 

5. Profits on the Sale of Certain Shares; Redemption. If any of the events specified in Section 3(c) of this Agreement occur within one (1) year from the last date the Optionee performed services for which the Options were granted (the “Termination Date”), all profits earned from the sale of the Company’s securities, including the sale of shares of Common Stock underlying the Options, during the two (2) year period commencing one (1) year prior to the Termination Date shall be forfeited and forthwith paid by the Optionee to the Company (and a copy of the documentation of the sale, including, without limitation, the purchase price therefor shall be provided to the Company) within ten (10) days after the Optionee receives written demand from the Company for such payment. Further, in such event, the Company may at its option redeem shares of Common Stock acquired upon exercise of the Options by payment of the exercise price to the Optionee. The Company’s rights under this Section 5 do not lapse one year from the Termination Date, but are a contract right subject to any appropriate statutory limitation period.

 

6. Transfer. No transfer of the Options by the Optionee by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of the letters testamentary or such other evidence as the Board may deem necessary to establish the authority of the estate and the acceptance by the Transferee or Transferees of the terms and conditions of the Options.

 

7. Method of Exercise. The Options shall be exercisable by a written notice which shall:

 

(a) state the election to exercise the Options, the number of shares to be exercised, the natural person in whose name the stock certificate or certificates for such shares of Common Stock is to be registered and such person’s address and social security number (or if more than one, the names, addresses and social security numbers of such persons);

 

(b) contain such representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock as set forth in Section 11 hereof;

 

(c) be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Options; and

 

(d) be accompanied by full payment of the purchase or exercise price in United States dollars in cash or by bank or cashier's check, certified check or money order.

 

The certificate or certificates for shares of Common Stock as to which the Options shall be exercised shall be registered in the name of the person or persons exercising the Options.

 

8. Sale of Shares Acquired Upon Exercise of Options.

 

Intentionally Omitted.

 

 

9. Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options:

 

(a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;

 

(b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;

 

(c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization;

 

(d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company;

 

(e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or

 

(f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

 

10. Necessity to Become Holder of Record. Neither the Optionee, the Optionee’s estate, nor the Transferee have any rights as a shareholder with respect to any shares of Common Stock covered by the Options until such Optionee, estate or Transferee, as applicable, shall have become the holder of record of such shares of Common Stock. No adjustment shall be made for cash dividends or cash distributions, ordinary or extraordinary, in respect of such shares of Common Stock for which the record date is prior to the date on which such Optionee, estate or Transferee, as applicable, shall become the holder of record thereof.

 

11. Conditions to Exercise of Options.

 

(a) In order to enable the Company to comply with the Securities Act and relevant state law, the Company may require the Optionee, the Optionee’s estate or any Transferee, as a condition of the exercising of the Options granted hereunder, to give written assurance satisfactory to the Company that the shares of Common Stock subject to the Options are being acquired for such Optionee’s, estate’s or Transferee’s, as applicable, own account, for investment only, with no view to the distribution of same, and that any subsequent resale of any such shares of Common Stock either shall be made pursuant to a registration statement under the Securities Act and applicable state law which has become effective and is current with regard to the shares of Common Stock being sold, or shall be pursuant to an exemption from registration under the Securities Act and applicable state law.

 

(b) The Options are subject to the requirement that, if at any time the Board shall determine, in its sole and absolute discretion, that the listing, registration or qualification of the shares of Common Stock subject to the Options upon any securities exchange, quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with the issue or purchase of such shares of Common Stock under the Options, the Options may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected.

 

 

12. Duties of Company. The Company will at all times during the term of the Options:

 

(a) Reserve and keep available for issue such number of shares of its authorized and unissued shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement;

 

(b) Pay all original issue taxes with respect to the issue of shares of Common Stock pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith; and

 

(c) Use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.

 

13. Severability. In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.

 

14. Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the parties hereto are unable to resolve by mutual agreement, shall be settled by submission by either party of the controversy, claim or dispute to binding arbitration in the State of Delaware (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the rules of the American Arbitration Association then in effect. The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.

 

15. Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns.

 

16. Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or by email delivery as follows:

 

The Optionee:
	Email:

 

 

The Company:	Quantum Computing, Inc.
	215 Depot Court SE, Suite 215.
	Leesburg, VA 20175
	Attn:
	Telephone:

 

with a copy (which shall not	Lucosky Brookman LLP
constitute notice) to:	101 Wood Avenue South, 5th Floor
	Iselin, NJ 08830
	Attn: Joseph M. Lucosky, Esq.
	Facsimile: (732) 395-4401

 

or to such other address as either of them, by notice to the other, may designate from time to time. The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing.

 

17. Attorney’s Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled from the non-prevailing party to its reasonable attorneys’ fee, costs and expenses.

 

18. Governing Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance, shall be governed or interpreted according to the laws of the State of Delaware without regard to choice of law considerations.

 

19. Oral Evidence. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination is sought.

 

20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be made by facsimile signature, which shall be deemed to be an original.

 

21. Section Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Agreement.

 

 

IN WITNESS WHEREOF the parties hereto have set their hand the day and year first above written.

 

	QUANTUM COMPUTING INC.
	By:
		Name:
		Title:
	OPTIONEE:
	By:
	Name:
	Title:
	Address:

 

[Signature page to Option Agreement]

 

 

SCHEDULE I

 

COMPETING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Schedule I to Option Agreement]

 

EXHIBIT A

 

FORM OF NOTICE OF OPTION EXERCISE

 

To: QUANTUM COMPUTING INC. (the “Company”)

 

(1) The undersigned hereby elects to purchase __________ shares of Common Stock of the Company (the “Shares”) pursuant to the terms of the Option Agreement by and between the Company and the undersigned dated as of ________ ___, 20__, and tenders herewith payment of the exercise price in full as set forth below.

 

(2) Payment shall take the form of (check applicable box):

 

☐ in lawful money of the United States in the form of a check made payable by the undersigned to the Company;

 

☐ in lawful money of the United States in the form of a wire transfer to the account specified by the Company; or

 

☐ in the form of shares of Common Stock pursuant to Section 5(d) of the Plan.

 

(3) Please issue a certificate or certificates representing the Shares in the name of the undersigned or in such other name as is specified below:

 

 

The Shares shall be delivered via overnight courier (with tracking information to be provided to the undersigned) to the following address:

 

	Attn:
	Tel:

 

	OPTIONEE
	Signature and Date
	Print Full Name of Optionee

 

[Exhibit A to Option Agreement]

 

 

Exhibit 10.3

 

QUANTUM COMPUTING INC.

 

RESTRICTED STOCK AGREEMENT

 

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of the [__] day of [______] (the “Effective Date”) by and between Quantum Computing Inc., a Delaware corporation (the “Company”), having an address at [______] and [______] (“Grantee”), having an address at [______].

 

1. Grant of Restricted Shares. Pursuant to this Agreement, the Company grants to Grantee a restricted stock award (the “Restricted Stock Award”) of [______] shares of the Company's common stock, par value $0.0001 per share (the “Common Stock”). The Restricted Stock Award is granted as performance based incentive compensation pursuant to a resolution of the Board of Directors and the Quantum Computing Consulting Services Agreement dated [______] (the “Employment Agreement”) and is subject to the terms, conditions and restrictions of the Employment Agreement and this Agreement. The Common Stock subject to the Restricted Stock Award are referred to collectively as the “Restricted Shares.” Capitalized terms used and not otherwise defined in this Agreement have the meanings given such terms in the Employment Agreement.

 

2. Basic Terms of Restricted Shares.

 

(a) Restrictions. (i) The Restricted Shares granted hereby are non-transferable and subject to recoupment by the Company in the event the Employee’s employment is terminated (i) by the Company for Cause, (ii) by Employee breaching this Agreement for any reason whatsoever, or (iii) by Employee without Good Reason, effective immediately as of the date of such termination, in accordance with the schedule as set forth in Schedule A. Upon any attempt to Transfer Restricted Shares, the Restricted Shares and all rights and privileges given hereby shall immediately terminate and the Restricted Shares shall be forfeited to the Company.

 

The Shares are also subject to the terms and conditions of the Lock-Up Agreement delivered by the Employee to the Company, previously entered into as of [______].

 

(b)

 

(ii)

As used in this Agreement:

 

(A) “Restrictions” means the Transfer restrictions and forfeiture conditions applicable to Restricted Shares under this Agreement and the Employment Agreement;

 

(B) “Transfer” means a transfer, assignment, pledge, hypothecation or other disposition of the Restricted Shares or any right or privilege pertaining thereto, otherwise than by will or by the laws of descent and distribution, or upon the levy of any execution, attachment or similar process thereupon;

 

(C) “Unvested” means Restricted Shares that have not yet become Vested (as defined herein); and

 

(D) “Vest” or “Vested” means the lapse or removal of the Restrictions (as defined above).

 

 

(c) Vesting and Recoupment.

 

(i) Except as otherwise provided in this Agreement, and subject to the continuous employment of Grantee with the Company until the date on which the Restricted Shares are scheduled to Vest or be subject to recoupment, an aggregate amount of [______] Restricted Shares (the “Time-Based Restricted Shares”) shall Vest in full upon the date of this Agreement, but be subject to recoupment by the Company in accordance with Schedule A hereto.

 

(d) Except as otherwise provided herein, Grantee will not be required to make any payment to the Company (other than past and future services to the Company) with respect to Grantee’s receipt of the Restricted Shares, the vesting of the Restricted Shares or the delivery of the Common Stock to be issued in respect of this Agreement.

 

(e) Grantee agrees that upon receipt of any stock certificates for Unvested Restricted Shares, Grantee shall deposit each certificate with the Company, or other escrow agent as the Company may appoint, together with a stock power endorsed in blank or other appropriate instrument of Transfer, to be held by the Company or escrow holder until the time at which the Company delivers unrestricted shares of Common Stock to Grantee. If at any time Grantee forfeits any Unvested Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Unvested Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank.

 

(f) Termination of Service. Unvested Restricted Shares are subject to recoupment by the Company upon Grantee’s termination of employment (“Termination of Service”). If Grantee incurs a Termination of Service, Grantee may continue to hold any Restricted Shares that have Vested prior to such Termination of Service, and are not subject to recoupment, subject to the terms of this Agreement and on the following terms and conditions:

 

(i) Involuntary Termination of Service for Cause or Voluntary Termination of Service without Good Reason. If Grantee incurs an involuntary Termination of Service as the result of a dismissal by the Company for Cause (as defined below) or as the result of Grantee’s voluntary Termination of Service without Good Reason (as defined below), all Restricted Shares that have not Vested prior to such Termination of Service, or are still subject to recoupment as of the date of such Termination of Service, shall be immediately forfeited to the Company without payment of any consideration or amount to Grantee or any other “person” (as such term is defined in Section 3(a)(9) and as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (“Person”) in connection with such forfeiture. For purposes of this Agreement, “Good Reason” shall mean, to the extent that there is an employment or other agreement governing the relationship between Grantee and the Company that contains a definition of “good reason,” Good Reason shall have the meaning as defined therein. Otherwise, “Good Reason” shall have the definition contained in the Employment Agreement. Likewise, for purposes of this Agreement, “Cause” shall mean, to the extent that there is an employment or other agreement governing the relationship between Grantee and the Company that contains a definition of “cause,” Cause shall have the meaning as defined therein. Otherwise, “Cause” shall have the definition contained in the Employment Agreement.

 

(ii) Involuntary Termination of Service without Cause or Voluntary Termination of Service for Good Reason.  If Grantee incurs an involuntary Termination of Service as the result of a dismissal without Cause or as the result of Grantee’s voluntary Termination of Service for Good Reason, then any Restricted Shares that have not Vested prior to such Termination of Service, or are still subject to recoupment as of the date of such Termination of Service, shall be forfeited to the Company without payment of any consideration or amount to Grantee or any other Person in connection with such forfeiture and Grantee may continue to hold any Restricted Shares that have Vested prior to termination , and are not subject to recoupment, subject to the terms of this Agreement.

 

 

(iii) Death.  If Grantee incurs a Termination of Service as the result of Grantee's death, then any Restricted Shares that have not Vested prior to such Termination of Service but would have been Vested in the twelve (12) month period after the effective date of such Termination of Service shall become Vested. The Company will waive its right to recoupment of any Restricted Shares that are Vested but subject to recoupment in the twelve (12) month period after the effective date of such Termination of Service. The remainder shall be forfeited to the Company without payment of any consideration or amount to Grantee or any other Person in connection with such forfeiture. Grantee may continue to hold any Restricted Shares that have Vested prior to termination, and are not subject to recoupment, subject to the terms of this Agreement.

 

(iv) Disability, Normal Retirement or Early Retirement. If Grantee incurs a Termination of Service as the result of Grantee's Disability, Normal Retirement or Early Retirement, then any Restricted Shares that have not Vested prior to such Termination of Service but would have been Vested in the ninety (90) day period after the effective date of such Termination of Service shall become Vested. The Company will waive its right to recoupment of any Restricted Shares that are Vested but subject to recoupment in the ninety (90) day period after the effective date of such Termination of Service. The remainder shall be forfeited to the Company without payment of any consideration or amount to Grantee or any other Person in connection with such forfeiture. Grantee may continue to hold any Restricted Shares that have Vested prior to termination, and are not subject to recoupment, subject to the terms of this Agreement.

 

3. Transfer of the Unvested Shares upon Forfeiture.  Grantee hereby authorizes and directs the Board of Directors, or a Committee designated by the Board (the “Committee”), to take such steps as may be necessary to cause the Transfer to the Company of the Unvested Shares that have been forfeited by Grantee and/or recouped by the Company.

 

4. Issuance of Shares. Restricted Shares shall be evidenced by stock certificates, which certificates shall be registered in the name of Grantee and shall bear the restrictive legends described in Section 8 hereof.

 

5. Rights as a Stockholder.  Except as otherwise provided in this Agreement or the Employment Agreement, Grantee shall have all rights of a stockholder with respect to the Restricted Shares (including Unvested Shares), including, without limitation, the right to receive dividends and the right to vote the Restricted Shares, for record dates occurring on or after the Effective Date and prior to the date, if any, on which the Restricted Shares are forfeited in accordance with the Employment Agreement and this Agreement. With respect to Unvested Restricted Shares, property that Grantee is entitled to receive with respect to such Unvested Restricted Shares shall be subject to the Restrictions. Notwithstanding the foregoing, nothing herein or in the Employment Agreement shall be deemed to confer on Grantee any right to continued employment with the Company or limit in any way the right of the Company to terminate such employment at any time.

 

6. Adjustment Transactions.  In the event of that any special or extraordinary dividend or other extraordinary distribution is declared (whether in the form of cash, Company Stock, or other property), or there occurs any recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange or other similar corporate transaction or event, an appropriate and proportionate equitable adjustment shall be made. Any additional or different shares or securities issued as the result of such an adjustment will be held or delivered in accordance with this Agreement and will be deemed to be included within the term “Restricted Shares.” The Company will make cash payments in lieu of any fractional shares.

 

 

7. Withholding Taxes.  The Company's obligation to issue Restricted Shares and to recognize the Vesting of any such Shares is subject to Grantee’s satisfaction of all applicable federal, state and local income and employment tax withholding requirements in connection with such issuance or Vesting (the “Withholding Amount”).  If Grantee fails to timely remit to the Company an amount in cash equal to the Withholding Amount, the Company shall have the right and is hereby authorized to withhold from Grantee’s Vested Restricted Shares or from any compensation or other amount otherwise payable by the Company to Grantee in an amount up to, but not to exceed, the Withholding Amount.

 

8. Legend; Transfer Restrictions.

 

(a) Legend.  Grantee consents to the placing on the certificate for any Restricted Shares (including shares received as a result of stock dividends, stock splits or other forms of recapitalization) prior to the Vesting of the Restricted Shares relating thereto of the following legend (in addition to any other legend or legends required under the Securities Act of 1933, as amended, and other applicable federal and state securities laws):

 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND VESTING REQUIREMENTS (THE “RESTRICTIONS”) AS SET FORTH IN THE EMPLOYMENT AGREEMENT AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND QUANTUM COMPUTING INC., COPIES OF WHICH ARE ON FILE WITH THE COMPANY.  ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, ALIENATION, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT.

 

(b) Transfer Restrictions. The Restricted Shares that have Vested and are subject to a Lock Up Agreement may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. Grantee agrees that the Company (i) may refuse to cause the Transfer of Restricted Shares that have Vested to be registered on the applicable stock transfer records if such proposed Transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (ii) may give related instructions to the transfer agent to stop registration of the transfer of the Vested Restricted Shares.

 

9. Miscellaneous.

 

(a) Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and Grantee.

 

 

(b) Any notices or other communications required or permitted under this Agreement (“Notices”) shall be in writing and shall be either personally delivered, sent by express or first class mail (postage prepaid), return receipt requested, sent by nationally recognized overnight courier service (overnight delivery, charges prepaid) or by facsimile delivery as follows:

 

If to the Company:

 

Quantum Computing Inc.

[______]

[______]

Attn: [______]

Facsimile: __N/A___________

 

With a copy to:	Lucosky Brookman LLP
(which shall not	101 Wood Avenue South, 5th Floor
constitute notice)	Woodbridge, NJ 08830
	Attn: Joseph M. Lucosky, Esq.
	Facsimile: (732) 395-4401

 

If to Grantee:

To Grantee’s address as set forth herein.

 

Either party hereto may change its address for Notices by written Notice to the other given in accordance with this Section 9(b). Notices shall be deemed given when delivered personally, three days after deposit in the U.S. mail, two business days after deposit with a nationally recognized overnight courier service and upon receipt of confirmation of facsimile transmission, as applicable.

 

(c) The Restricted Stock Award and the rights and obligations of the Company and Grantee hereunder are subject to the terms and conditions of the Employment Agreement. In the event of any conflict between the terms of the Employment Agreement and the terms of this Agreement, the terms of this Agreement shall govern. Any Committee interpretation of the provisions of the Employment Agreement or this Agreement shall be final and binding on all parties.

 

(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

 

(e) In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable for the other provisions thereof and the remaining provisions hereof will continue to be valid and fully enforceable.

 

(f) The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Grantee, and the successors and assigns of the Company.

 

(g) It is intended that this Agreement will comply with or be exempt from Section 409A of the Code and any regulations and guidelines issued thereunder, and the Agreement shall be interpreted on a basis consistent with such intent. This Agreement may be amended in any respect deemed necessary by the Committee in order to preserve compliance with Section 409A of the Code and the following shall be construed accordingly –

 

 

(1) For the purposes of Code section 409A, the entitlement to a series of installment payments will be treated as the entitlement to a single payment.

 

(2) Other provisions of the Employment Agreement notwithstanding, if, upon the written application of the Grantee, the Committee determines that the Grantee has an Unforeseeable Emergency, the Committee may, in its sole discretion, direct the payment to the Grantee of all or a portion of the balance of his or her vested interest in a Restricted Stock Award in a lump sum payment, provided that any such withdrawal shall be limited by the Committee to the amount reasonably necessary to meet the emergency, including amounts needed to pay any income taxes or penalties reasonably anticipated to result from the payment. No payment may be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Grantee’s assets or to the extent the liquidation of such assets would not cause severe financial hardship.

 

(3) Except as otherwise provided for in this paragraph (3), the Committee may not otherwise permit the acceleration of the time or schedule of any vesting of a Restricted Stock Award scheduled to be paid pursuant to the Employment Agreement, unless such acceleration of the time or schedule is (i) necessary to fulfill a domestic relations order (as defined in section 414(p)(1)(B) of the Code) or to comply with a certificate of divestiture (as defined in section 1043(b)(2) of the Code), (ii) de minimis in nature (as defined in regulations promulgated under section 409A of the Code), (iii) to be used for the payment of FICA taxes on amounts deferred under the Employment Agreement, or (iv) equal to amounts included in the federal personal taxable income of the Grantee under section 409A of the Code.

 

(4) An election to defer the lapse of restrictions on a Restricted Stock Award shall not take effect until at least 12 months after the date on which the election is made and in the event that an election to defer the lapse of restrictions is made other than in the event of death, Disability or the occurrence of an Unforeseeable Emergency, payment of such award must be deferred for a period of not less than 5 years from the date that restrictions would have otherwise lapsed. For purposes of this Agreement, the term “Unforeseeable Emergency” shall mean a severe financial hardship to the Grantee resulting from an illness or accident of the Grantee, the Grantee’s spouse, or a dependent (as defined in Code section 152(a)) of the Grantee, loss of the Grantee’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Grantee.

 

(5) The Company may, in its sole discretion, terminate the Employment Agreement (in whole or in part) with respect to one or more Grantees and distribute to such affected Grantees their vested interest in any Restricted Stock Award in a lump sum as soon as reasonably practicable following such termination, but if, and only if, (i) all nonqualified defined contribution deferred compensation plans maintained by the Company are terminated, (ii) no payments other than payments that would be payable under the terms of the Employment Agreement if the termination had not occurred are made within 12 months of the termination of the Employment Agreement, (iii) all payments of the vested interest in Restricted Stock Awards are made within 24 months of the termination of the Employment Agreement, and (iv) the Company acknowledges to the Grantees that it will not adopt any new nonqualified defined contribution deferred compensation plans at any time within five (5) years following the date of the termination of the Employment Agreement.

 

(h) Grantee shall keep the terms of this Agreement strictly confidential, other than as may be necessary to enforce his or her rights hereunder or as otherwise required by law.

 

 

(i) This Agreement may be executed in counterparts, all of which together shall constitute one and the same instrument.

	QUANTUM COMPUTING INC.
	By:
		Name: [______]
		Title: [______]

 

 

GRANTEE’S ACCEPTANCE

 

The undersigned Employee hereby accepts the foregoing Restricted Stock Agreement, acknowledges receipt of a copy of the Employment Agreement and this Agreement and agrees to the terms and conditions of both.

 

	Signature
	Name:

 

 

SCHEDULE A

 

TIME VESTED SHARES – RECOUPMENT SCHEDULE

  

TERMINATION DATE	NUMBER OF RESTRICTED SHARES SUBJECT TO RECOUPMENT

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 20, 2025, relating to the consolidated financial statements, which appears in the Annual Report on Form 10-K of Quantum Computing Inc. for the year ended December 31, 2024. We also consent to the refence to us under the heading “Experts” in such Registration Statement.

 

/s/ BPM LLP

 

San Jose, California

March 21, 2025

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

FORM S-8

 

 

(Form Type)

 

Quantum Computing Inc.

 

 

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

		Security Type		Security Class Title		Fee Calculation or Carry Forward Rule		Amount Registered				Proposed Maximum Offering Price Per Share				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Newly Registered Securities
Fees to be paid		Equity		Common Stock, par value $0.0001 per share(1) (2)		Rule 457(h)			19,708,335			$	7.715	(3)		$	152,049,804.525			$	0.00015310			$	23,278.83
		Total Offering Amounts														$	152,049,804.525							$	23,278.83
		Total Fees Previously Paid																						$	—
		Total Fee Offsets																						$	—
		Net Fee Due																						$	23,278.83

 

(1)	Represents shares of common stock, par value $0.0001 (the “Common Stock”), of Quantum Computing Inc. issuable under the 2022 Quantum Computing Inc. Equity Incentive Plan, 2019 Quantum Computing Inc. Equity Incentive Plan, as amended, and the Quantum Computing Inc. Non-Qualified Stock Option Agreements (Employee) (together, the “Plans”).
(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered any additional shares of Common Stock attributable to these registered shares which become issuable under the Plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Common Stock.
(3)	Estimated solely for the purpose of calculating the registration fee which was computed in accordance with Rule 457(c) and Rule 457(h)(1) under the Securities Act, on the basis of the average of the high and low sales prices per share of the Common Stock as reported on the Nasdaq Stock Market on March 20, 2025.

 

 

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