8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2026

QUANTUM COMPUTING INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40615	82-4533053
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5 Marine View Plaza, Suite 214 Hoboken, NJ	07030
(Address of principal executive offices)	(Zip Code)

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

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock (par value $0.0001 per share)	QUBT	The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed on a Current Report on Form 8-K filed by Quantum Computing Inc. (the “Company”) on December 15, 2025, the Company entered into a Stock Purchase Agreement, dated as of December 15, 2025 (the “Stock Purchase Agreement”) with Luminar Technologies, Inc., a Delaware corporation (the “Seller”) and Luminar Semiconductor, Inc., a Delaware corporation (the “Target”), pursuant to which, subject to the terms and conditions set forth in the Stock Purchase Agreement, the Company agreed to acquire all of the issued and outstanding shares of common stock of the Target from the Seller (the “Transaction”). The Transaction was completed on February 2, 2026.

The consideration paid by the Company at closing consisted of approximately $97.5 million in cash, along with the $11.0 million of funds that were placed with an escrow agent in connection with the signing of the Stock Purchase Agreement. The escrowed amount will remain with the escrow agent to cover certain limited indemnification obligations of the Seller pursuant to the Stock Purchase Agreement until February 2, 2027.

The foregoing description of the Transaction and the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, which the Company filed with the SEC as Exhibit 2.1 in its Current Report on Form 8-K on December 15, 2025, and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

The statements contained in this Current Report on Form 8-K include forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements and forecasts, generally identified by terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “intends,” “goal,” “objective,” “seek,” “attempt,” “aim to,” or variations of these or similar words, involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Those statements include statements regarding the intent, belief, or current expectations of the Company and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including the occurrence of any event, change or other circumstances under which the anticipated benefits of the Transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the Target, diversion of management’s attention from ongoing business operations and opportunities, operating costs and business disruption following the Transaction, exposure to potential litigation, the integration of the Target’s products and technologies with the Company, and the acceleration of the Company’s development roadmap, and that actual results may differ materially from those contemplated by such forward-looking statements. Except as required by federal securities law, the Company undertakes no obligation to update or revise forward-looking statements to reflect changed conditions.

Item 7.01 Regulation FD Disclosure.

On February 2, 2026, the Company issued a press release announcing the Transaction, a copy of which is furnished herewith as Exhibit 99.1.

The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.

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Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses or Funds Acquired

The Company will file the financial statements of the Target required by Item 9.01(a) as an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K.

(b) Pro Forma Financial Information

The Company will file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K. 

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated February 2, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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.

	QUANTUM COMPUTING INC.
Date: February 3, 2026	By:	/s/ Christopher Roberts
		Christopher Roberts
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Quantum Computing Inc. Completes Acquisition of Luminar Semiconductor, Inc.

● Transaction strengthens QCi’s technology roadmap and advances QCi toward becoming a vertically integrated, domestic provider of photonics and quantum platforms

HOBOKEN, NJ – FEBRUARY 2, 2026 – Quantum Computing Inc. (“QCi” or the “Company”) (Nasdaq: QUBT), an innovative, quantum optics and integrated photonics technology company, today announced the completion of acquiring Luminar Semiconductor, Inc. (“LSI”), a wholly owned subsidiary of Luminar Technologies, Inc. (“Luminar”) (Nasdaq: LAZR), in an all-cash transaction valued at $110 million (the “Transaction”).

The acquisition represents a significant milestone in QCi’s strategy to build a vertically integrated, product-driven photonics and quantum technology platform. The acquisition supports the Company’s long-term strategic roadmap and is expected to add annual revenue to QCi’s financial profile.

“This acquisition allows us to move forward with a combination that is highly strategic for QCi,” said Yuping Huang, CEO and Chairman of the Board of QCi. “LSI is important to our technology roadmap, and the deep technical expertise of the LSI team will be key to our joint success. While much of the industry remains tethered to large-size, cryogenic systems, QCi now owns the architecture required to deliver chip-scale quantum hardware that operates at room temperature. By integrating our thin-film lithium niobate (TFLN) platform with LSI’s lasers, detectors, packaging, and manufacturing capabilities, we gain ownership of the photonics signal chain from light generation through detection and processing, enabling us to shrink complex quantum systems into high-performance, compact products that are mass producible. This acquisition accelerates our transition from technology innovation to scalable manufacturing, reinforcing our mission to put quantum-enabled solutions into the hands of people.”

LSI brings established capabilities in lasers, detectors, advanced packaging, and manufacturing, complementing QCI’s leadership in TFLN integrated photonics. Together, the combined platform enables end-to-end control of photonic system design and manufacturing, positioning QCi as a vertically integrated photonics leader.

The transaction is expected to be supported by a fully domestic manufacturing platform, aligning with demand for U.S.-based technology solutions and reshoring initiatives. This positioning can enhance QCi’s ability to serve government and defense-related customers, including aerospace and national security applications.

LSI will operate as a wholly owned subsidiary of QCi, maintaining its long-standing commercial relationships in aerospace, defense and industrial markets. These programs provide near-term revenue visibility and a strategic foothold for QCi to expand its offerings into established markets over time. Leveraging LSI’s experience developing and deploying mission-critical hardware, its veteran engineering team and extensive patent portfolio add the industrial depth needed to advance QCi’s quantum innovations from technology to scalable manufacturing.

On January 12, 2026, the Company announced that it had also submitted a stalking horse bid for certain of Luminar Technologies’ LiDAR assets. The Company ultimately elected not to pursue the acquisition of these assets consistent with its disciplined approach to capital allocation and long-term value creation.

Additional details regarding integration plans and future milestones will be shared in the coming months.

About Quantum Computing Inc.

Quantum Computing Inc. (Nasdaq: QUBT) is an innovative, quantum optics and integrated photonics technology company that provides accessible and affordable quantum machines and foundry services for the production of photonic chips based on thin-film lithium niobate. QCi’s products are designed to operate at room temperature and low power at an affordable cost. The Company’s portfolio of core technologies and products offer unique capabilities in the areas of high-performance computing, artificial intelligence, and cybersecurity, as well as remote sensing applications.

Company Contact:

Rosalyn Christian/John Nesbett
IMS Investor Relations
qci@imsinvestorrelations.com

Forward-Looking Statements

This press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements and forecasts, generally identified by terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “enhance,” “intends,” “goal,” “objective,” “seek,” “attempt,” “aim to,” or variations of these or similar words, involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Those statements include statements regarding the intent, belief, or current expectations of QCi and members of its management as well as the assumptions on which such statements are based. Any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including the occurrence of any event, change or other circumstances under which the anticipated benefits of the Transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of LSI, diversion of management’s attention from ongoing business operations and opportunities, operating costs and business disruption following the Transaction, exposure to potential litigation, the integration of Luminar Semiconductor’s products and technologies with QCi, and the acceleration of QCi’s development roadmap, and that actual results may differ materially from those contemplated by such forward-looking statements. Except as required by federal securities law, QCi undertakes no obligation to update or revise forward-looking statements to reflect changed conditions.

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Cover	Feb. 02, 2026
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Feb. 02, 2026
Entity File Number	001-40615
Entity Registrant Name	QUANTUM COMPUTING INC.
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Entity Tax Identification Number	82-4533053
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Entity Address, Address Line One	5 Marine View Plaza
Entity Address, Address Line Two	Suite 214
Entity Address, City or Town	Hoboken
Entity Address, State or Province	NJ
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Title of 12(b) Security	Common stock (par value $0.0001 per share)
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Security Exchange Name	NASDAQ
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