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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2019

QUANTUM COMPUTING INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-56015	82-4533053
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

215 Depot Court SE, Suite 215

Leesburg, VA 20175

(Address of principal executive offices, including zip code)

(703) 436-2161

(Registrant’s telephone number, including area code)

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

☐	Written communication 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 Symbols(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 7.01 Regulation FD Disclosure.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on Quantum Computing Inc.’s (the “Company”) current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

Pursuant to Regulation FD, the Company hereby furnishes investor presentation materials in the form of a power point presentation of the Company’s potential technology and product offerings (the “Presentation Material”) written by the Company to update current shareholders as well potential investors of the Company’s business strategy. The Company will present the Presentation Material to investors, shareholders and/or customers on or after May 28, 2019.

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 or 1934 or the Securities Act of 1933. The Presentation Material can also be found on our website at https://quantumcomputinginc.com/.

Item 8.01 Other Events.

On May 29, 2019, the Company issued a press release announcing that Mr. Michael Booth and Mr. Steve Reinhardt have joined the Company as employees. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits. 

(d) Exhibits.

Exhibit Number	Description
99.1*	Presentation Material
99.2*	Press Release, dated May 29, 2019

* filed herewith

1

SIGNATURE

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: May 29, 2019	By:	/s/ Christopher Roberts
		Christopher Roberts
		Chief Financial Officer

2

EX-99.1

Exhibit 99.1

PAGE 1 Corporate Presentation Corporate Presentation

PAGE 2 Corporate Presentation Safe Harbor Statements in this presentation that are not descriptions of historical facts are forward - looking statements relating to future events, and as such all forward - looking statements are made pursuant to the Securities Litigation Reform Act of 1995. Statements may contain certain forward - looking statements pertaining to future anticipated or projected plans, performance and developments, as well as other statements relating to future operations and results. Any statements in this presentation that are not statements of historical fact may be considered to be forward - looking statements. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “intends,” “goal,” “objective,” “seek,” “attempt,” “should,” “projects,” or variations of these or similar words, identify forward - looking statements. These forward - looking statements by their nature are estimates of future results only and involve substantial risks and uncertainties, including but not limited to risks associated with the uncertainty of future financial results, additional financing requirements, development of new products, successful completion of the Company’s proposed restructuring, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties detailed from time to time in our reports filed with the Securities and Exchange Commission. This presentation does not constitute an offer or a solicitation to sell securities. There can be no assurance that our actual results will not differ materially from expectations and other factors more fully described in our public filings with the U.S. Securities and Exchange Commission, which can be reviewed at www.sec.gov.

PAGE 3 Corporate Presentation Overview Developing next - generation quantum - enabled computing applications in Finance, Security, and Data Analysis. Highly Disruptive Technology Development and decisions are driven by experts in supercomputing, quantum applications development and enterprise products. World Class Team The market for our products is forecasted to be $10 Billion by 2024 1 , potentially growing to $50 Billion by 2030. 2 Large Addressable Market Revenue generating opportunities with quantum - enabled applications & strategic partnerships with leading tech and financial services companies. Near Term Catalysts 1 – Homeland Security Research report: «Quantum Computing Market & Technologies — 2018 - 2024», (January 2018) 2 - BCG : « The Coming Quantum Leap in Computing », ( Ma y 2018)

PAGE 4 Corporate Presentation Market Opportunity: $10 Billion+ 1 - Estimated Global Cyber Security Market in 2021. https://www.marketsandmarkets.com/PressReleases/cyber - security.asp 2 - Homeland Security Research report: «Quantum Computing Market & Technologies — 2018 - 2024», (January 2018)

PAGE 5 Corporate Presentation Leadership Team - Former President & CEO of Implant Sciences (sold for $118M) - First Assistant Secretary for Infrastructure Protection at the Department of Homeland Security - MPA - Kennedy School of Government, Harvard University Robert Liscouski President & CEO - Former CFO of Systems Made Simple (acquired by Lockheed Martin) and CFO of Integral Systems (acquired by Kratos Defense) - BS (EE) and MBA from Massachusetts Institute of Technology (MIT) - JD from University of Virginia Law School Chris Roberts CFO - Former VP of Applications and Software at Cray Research and Silicon Graphics Inc. - Most recently served on the Customer applications division at D - Wave Systems, co - developed qbSolv Michael Booth CTO - Former Project Director for Cray T3E and SGI Altix UV at Cray Research / SGI - Most recently led Customer Applications group at D - Wave Systems - Respected for leading teams that bring bleeding - edge compute systems into production use Steve P. Reinhardt VP, Product Development - Co - founder of Global Advanced Technology Corporation, delivered first PC - based fixed income analytics system (acquired by BARRA) - Former Technical Director of Fixed Income at BARRA - 35 years of experience in financial and scientific applications development Mark Wainger Director, App Development

PAGE 6 Corporate Presentation Advisory Board - Managing Director at Blackrock (Portfolio Management, Office of Fixed Income CIO) MBA in Statistics - Operations, BS in Finance and Information Systems Stern School of Business at New York University Yury Geyman - Former Senior Executive at the National Security Agency (NSA) - Positions include: NSA Deputy Chief of Staff, Acting Director of Research, Director Information and Infrastructure Assurance at the Pentagon Richard Schaeffer, Jr. - Principal Investigator at the Center on Cyber - physical Systems, Khalifa University - First user of quantum annealing technology to study financial asset allocation in the United Arab Emirates Faisal Shah Khan - Former Director at Bank of America, Development manager on Real - Time Risk Management - Former Managing Director Citadel Investment Group - Artificial Intelligence Project Lead for IBM John Ragalis - Head of Innovation at TokenEx - Former CTO at Atlantic BT Security Solutions - Former CTO and Founder of Protegrity - 20 years of work at IBM in software development and research Ulf Mattsson

PAGE 7 Corporate Presentation Projected Quantum Hardware Landscape • Quickly approaching limits of Moore’s law due to quantum effects at increasingly smaller transistor sizes • Well - established driver of computing performance • General Purpose, can be readily used for most applications and problems • Incapable of solving certain types of problems that exhibit large variable expansion/dimensionality Current Generation GPU/CPU • A viable near - term semiconductor ”bridge” to solving problems well suited for quantum annealers and Gate - model computers • Capable of quickly solving combinatorial optimization problems difficult for CPU/GPUs • Near - term performance benefit does not require large cooling equipment and active maintenance Next - gen “Bridge” Digital Annealers • Can quickly approach optimal or very - near optimal answers for combinatorial optimization problems • Validated to be effective for a large selection of problems • Technological advances required to get quantum annealers to be real - world problem ready • Progress is accelerating as awareness around quantum computing builds True Transition Quantum Annealers • “True” Quantum Computers capable of executing algorithms such as Shor’s (prime factorization) and Grover’s (search) • Extremely sensitive to noise, decoherence is a significant problem • Profound breakthroughs must be made to enable the development of robust real - world capable quantum computers True Quantum (Gate - Model) +5 - 7 years +10 years Current

PAGE 8 Corporate Presentation Quantum Hardware Continued • The technology underlying quantum and quantum - inspired hardware architectures determines the time to maturity. • As “quantum - ness” increases, so does R&D cost and time - to - market. • A direct consequence is that differentiated performance from quantum computing will emerge in a step like fashion as technological bottlenecks are broken. • Notably, differentiated performance from digital annealers may be on the cusp.

PAGE 9 Corporate Presentation Near Term Quantum Opportunity: Optimization • Although classical computers utilizing CPUs and GPUs can solve some optimization problems, they struggle with large variable expansion and dimensionality, which has bottlenecked the value that can be unlocked from big data. • Near - term quantum - inspired hardware such as digital annealers and quantum annealers have been recognized for their ability to rapidly solve combinatorial optimization problems. • Optimization problems are omnipresent across research and industry and represents a tremendous near - term opportunity. • We believe the strength of digital annealers and quantum annealers can be demonstrated today on real - world problems such as portfolio optimization.

PAGE 10 Corporate Presentation Business Model • We believe application development that can leverage quantum hardware as soon as it can demonstrate differentiated performance is a less - capital intensive and faster way of commercializing quantum computing. • Through our robust “one and done" middleware stack, we intend in delivering true quantum - enabled applications capable of seamlessly transitioning to the latest and greatest real - world ready quantum hardware. • We believe there is significant value in this “hardware - agnostic” approach from both a development standpoint and to our end - users, eliminating the risk of wasted infrastructure spend on obsolete hardware.

PAGE 11 Corporate Presentation The First True Quantum - Enabled Application Ecosystem • Hardware obsolescence is a salient concern for many organizations, and rapid quantum development only magnifies the risk of obsolescence. • Our proprietary middleware stack, the “One and Done” Ecosystem, will leverage bleeding edge hardware advances to power our end - user applications. • Our middleware stack enables enhanced performance of the underlying hardware by optimizing the functions in our applications to match the hardware. Our ecosystem intends to: • eliminate IT migration issues; • eliminate the need for recalibration of complicated models to match new hardware; and • ensure our users’ advantage can be maintained in a competitive landscape.

PAGE 12 Corporate Presentation Initial Opportunity – Financial Optimization • Computational optimization is critical in Finance, and is responsible for mission critical tasks such as risk management, investment selection, and derivatives creation. • Effective adoption of advances enabled by emerging quantum - hardware can quickly translate into a distinct competitive advantage in this fast - paced landscape. • Increased optimization capabilities demonstrated by near - term quantum hardware can solve larger problems faster, leading to unprecedented insight for the end - user. • We intend on launching our first application, powered by our middleware stack, for use in financial optimization in Q3 2019. 10,000 Hedge Funds Globally $80 trillion Global Assets Under Management $1 Billion + Market Opportunity 1 – Hedge Fund Research report: «HFR Global Hedge Fund Industry Report», (First Quarter 2019) 2 - Reuters: «Global assets under management hit all - time high above $80 trillion», (October 2017 )

PAGE 13 Corporate Presentation Growth Areas We believe the following areas represent exciting growth opportunities for QCI. Given enough, but inconclusive data, can we predict what disease a patient is at risk for? Predictive Health Analytics How much money could businesses save from optimal processes? Logistics Can faster optimization enable responses to threats in real - time? Anomaly Detection How much waste would be eliminated from optimal processes? Operations

PAGE 14 Corporate Presentation Expected Development Timeline

PAGE 15 Corporate Presentation Investment Highlights WORLD - CLASS LEADERSHIP TEAM Executives with proven backgrounds in developing and growing products in financial technology and supercomputing. SUBSTANTIAL ADDRESSABLE MARKETS Differentiated performance from emerging quantum technology can disrupt and improve nearly all aspects of industry and could greatly accelerate certain types of research . DIFFERENTIATED BUSINESS MODEL We believe we are the only quantum company with a business model mitigating obsolescence and migration risk associated with rapidly improving technology. POSITIONED FOR THE FUTURE We are the first public pure play quantum computing company with the potential to uplist to NASDAQ by Q4 2019.

PAGE 16 Corporate Presentation Investor Contacts Robert Liscouski President & CEO rlisk@quantumcomputinginc.com Chris Roberts CFO croberts@quantumcomputinginc.com www.quantumcomputinginc.com

EX-99.2

Exhibit 99.2

Quantum Computing Announces Michael Booth as Chief Technology Officer and Steve Reinhardt as Vice President Product Development

VIRGINIA, May 29, 2019 (GLOBE NEWSWIRE) -- Quantum Computing, Inc. (OTC Pink: QUBT) (“QCI” or the “Company”), a technology company focused on developing novel applications and solutions utilizing quantum and quantum-inspired computing to solve difficult problems in various industries, today announced the appointment of highly experienced and seasoned technology executives Michael Booth and Steve Reinhardt to serve as the Company’s new Chief Technology Officer and Vice President of Product Development respectively. Mr. Booth and Mr. Reinhardt will oversee QCI’s strategy in developing and delivering applications and products to market.

Mr. Booth is a leader in technology ventures, specializing in identifying the commercial potential of emerging technologies and developing a strategy to bring them to market through strategic development of applications. Mr. Booth served as VP of Applications and Software at Cray Research and Silicon Graphics Inc, leading application development for Supercomputers and high-performance computing. Most recently, he served on the benchmarking division at D-Wave Systems, where he developed qbSolv and benchmarking algorithms for Quantum Computers.

Mr. Reinhardt is a leader in developing products for cutting-edge computing technology with large market potential. Mr. Reinhardt previously served as the Project Director of the Cray T3E at Cray Research, the first production distributed-memory supercomputer which brought in over $700 Million in revenue. He also served as Director of Engineering at Silicon Graphics Inc, leading the development of Altix, a scalable shared-memory Linux-based system which delivered over $600 Million in revenue. Most recently, Mr. Reinhardt was Director of Software Tools and later Director of Customer Applications at D-Wave Systems, leading teams that developed tools such as qbsolv and worked with customers to map problems for effective execution on D-Wave’s quantum-annealing-based quantum computer.

“I’m excited to join Quantum Computing Inc. as I see an opportunity to focus on shipping competitive quantum-enabled products,” stated Michael Booth, QCI’s newly appointed Chief Technology Officer. “I believe that there is a clear path to demonstrate the benefit of current quantum computing technology through applications and a hybrid-computing approach.”

“I see a tremendous amount of untapped potential in current quantum-based computing systems,” said Mr. Steve Reinhardt, QCI’s newly appointed Vice President of Product Development.  “The opportunity in current quantum technology is similar to the same level of potential I recognized and addressed in my time at Cray Research and Silicon Graphics. My job will be to ensure this innovative technology is positioned to capitalize on business opportunities once commercialized.”

“We are extremely pleased to have Mike and Steve join our team”, stated Robert Liscouski, Quantum Computing Inc. CEO. “Mike and Steve bring a wealth of experience to Quantum Computing Inc., that will provide us insight into the quantum computing hardware market that will be invaluable to us. We are indeed fortunate to have world class talent on board to enable Quantum Computing Inc. evolve into a leader in quantum applications development “, he stated.

About QCI:

Quantum Computing Inc. is a technology company focused on developing novel applications and solutions utilizing quantum and quantum-inspired computing to solved difficult problems in various industries. The Company is leveraging their collective expertise in finance, computing, security, mathematics, and physics to develop commercial applications for the financial and security sectors.

For more information about QCI, please visit www.quantumcomputinginc.com or email us at info@quantumcomputinginc.com

Safe Harbor Statement: Cautionary Note Regarding 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. By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the near 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. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

The Company undertakes no obligation to update or revise forward-looking statements to reflect changed conditions. Statements in this press release that are not descriptions of historical facts are forward-looking statements relating to future events, and as such all forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995. Statements may contain certain forward-looking statements pertaining to future anticipated or projected plans, performance and developments, as well as other statements relating to future operations and results. Any statements in this presentation that are not statements of historical fact may be considered to be forward-looking statements. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “intends,” “goal,” “objective,” “seek,” “attempt,” “aim to”, or variations of these or similar words, identify forward-looking statements.

Company Contact:

info@quantumcomputinginc.com