Quantum Computing Inc. Form 8-K Current Report Filed 2023-08-21

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

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

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

As previously reported, on December 5, 2022, Quantum Computing Inc. (the “Company”) entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”), with Ascendiant Capital Markets, LLC (“ACM”), relating to shares of our common stock. In accordance with the terms of the ATM Agreement, we were able to offer and sell shares of our common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $25,000,000 from time to time through ACM, acting as sales agent, at our discretion, utilizing a prospectus supplement dated December 5, 2022 and accompanying prospectus dated November 8, 2022. As of August 17, 2023, the Company has sold, pursuant to the ATM Agreement, shares of Common Stock with an aggregate offering price of $22,637,283.

On August 17, 2023, the Company and ACM entered into an amendment (the “ATM Amendment”) to the ATM Agreement, increasing the amount of Common Stock the Company may offer and sell via the “at the market” equity offering program from $25,000,000 to $50,000,000 (the “ATM Upsize”). Following the ATM Upsize, the Company is able to offer and sell shares of Common Stock having an aggregate offering price of up to $27,362,717 via the “at the market” equity offering program.

The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-268064). The Company filed a prospectus supplement, dated August 18, 2023 with the Securities and Exchange Commission (the “SEC”) in connection with the offer and sale of the shares pursuant to the ATM Amendment (the “Prospectus Supplement”).

The foregoing description of the material terms of the ATM Amendment is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The legal opinion of Lucosky Brookman LLP relating to the shares of Common Stock that may be sold pursuant to ATM Amendment is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

This First Amendment to At the Market Issuance Sales Agreement (this “Amendment”) is entered into on ___, 2023 (the “Effective Date”) by and between Ascendiant Capital Markets, LLC (the “Agent”), and Quantum Computing, Inc. (the “Company”). Defined terms used herein have the definitions assigned to them in the At the Market Issuance Sales Agreement between the parties dated December 5, 2022 (the “Offering Agreement”). Unless specifically amended or modified herein, the other terms of the Offering Agreement remain in full force and effect, not amended or modified, as of the date hereof.

1. The amount of Shares that may be sold under and pursuant to the terms of the Offering Agreement is increased from $25,000,000 to $50,000,000.

2. At the date of this Amendment, for the sake of clarification of items to be delivered in connection with the change in the amount of Shares, the Company will deliver or will arrange for the delivery of the following:

(i) A Representation Date Certificate as provided in Section 7(l) of the Offering Agreement, with the understanding that the Company has sold Shares after the date of the Offering Agreement up to and through the date of this Amendment;

(ii) An opinion or “bring down” opinion of counsel to the Company with such opinion covering the amount of Shares of $50,000,000 that may be sold;

If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter will constitute a binding agreement between the Company and the Agent.

We have acted as counsel to Quantum Computing Inc., a Delaware corporation (the “Company”), in connection with the above-referenced registration statement (the “Registration Statement”) and the prospectus supplement dated August 18, 2023 (the “Prospectus Supplement”), relating to the offering and sale by the Company of shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $27,362,717, pursuant to that certain At-The-Market Issuance Sales Agreement (the “ATM Agreement”) dated December 5, 2022, as amended on August 17, 2023 (the “ATM Amendment”), between the Company and Ascendiant Capital Markets, LLC. The Shares are covered by the Registration Statement and we understand that the Shares are to be offered and sold in the manner described in the Prospectus Supplement. This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated by the Commission.

For purposes of this opinion, we have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set forth below. In rendering our opinion, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Prospectus Supplement and the ATM Amendment, will be validly issued, fully paid and non-assessable. The opinions expressed herein are limited to the laws of the General Corporation Law of the State of Delaware and the laws of the State of New York, as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

We consent to the filing of this opinion with the SEC as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on August 18, 2023, which is incorporated by reference in the Prospectus Supplement. We also consent to the reference of our firm under the caption “Legal Matters” in the Prospectus Supplement and in each case in any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common shares (par value $0.0001 per share)		QUBT		NASDAQ

Exhibit
Number		Exhibit Description

1.1		First Amendment to ATM Agreement, dated as of August 17, 2023, between Quantum Computing Inc. and Ascendiant Capital Markets, LLC

5.1		Opinion of Lucosky Brookman LLP.

23.1		Consent of Lucosky Brookman LLP (included in Exhibit 5.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	QUANTUM COMPUTING INC.

Date: August 21, 2023	By:	/s/ Robert Liscouski
		Robert Liscouski
		President, Chief Executive Officer

	Very truly yours,

	Quantum Computing Inc.

	By:
	Name:	Christopher Roberts
	Title:	Chief Financial Officer

	ASCENDIANT CAPITAL MARKETS, LLC

	By:
	Name:	Bradley J. Wilhite
	Title:	Managing Partner

	Very Truly Yours,

	/s/ Lucosky Brookman LLP
	Lucosky Brookman LLP

Cover	Aug. 17, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 17, 2023
Entity File Number	001-40615
Entity Registrant Name	QUANTUM COMPUTING INC.
Entity Central Index Key	0001758009
Entity Tax Identification Number	82-4533053
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	215 Depot Court, SE
Entity Address, Address Line Two	Suite 215
Entity Address, City or Town	Leesburg
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20175
City Area Code	703
Local Phone Number	436-2161
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares (par value $0.0001 per share)
Trading Symbol	QUBT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false