FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
Shabani Javad
 2. Issuer Name and Ticker or Trading Symbol
Quantum Computing Inc. [QUBT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

5 MARINE VIEW PLZ #214		 3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025
(Street)

HOBOKEN, NJ 07030
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing
(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

08/18/2025 M 37,474A (1) 37,474D 

Common Stock

09/05/2025 S 20,000D $15.317,474D 

Common Stock

09/08/2025 S 17,474D $15.26 0 D 


Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to Purchase Shares of Common Stock

 (1) (2) 08/18/2025 D  40,00012/31/202405/10/2029

Common Stock

37,474 $ 0 10,219D 

Explanation of Responses:
1.

These shares were acquired by the Reporting Person on August 18, 2025 by exercising the Stock Options (defined below) to purchase 40,000 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), all of which were vested, using a "net exercise" method at a cashless exercise price of $15.84 per share, resulting in the issuance of 37,474 shares of Common Stock.

2.

The non-qualified stock options (the "Stock Options") were granted to the Reporting Person on May 10, 2024 pursuant to the Quantum Computing Inc. 2022 Equity and Incentive Plan and according to the terms of the director agreement by and between the Reporting Person and the Issuer, at an exercise price of $1.00 and fully vested on December 31, 2024.



Signatures

/s/ Javad Shabani

09/08/2025
** Signature of Reporting PersonDate
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