SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Amendment No. 3)
(Mark One)
For the fiscal year ended
or
For the transition period from __________________ to __________________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Securities registered pursuant to Section 12(b) of the Act:
None
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that registrant was required to submit and post such files.
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 | ☐ |
| ☐ | 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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
No
The aggregate market value of the voting and non-voting
common stock held by non-affiliates of the registrant as of June 30, 2022 was $
As of March 28, 2023, there were
Documents Incorporated by Reference
N/A
| Auditor Name: | Auditor Location: | Auditor Firm ID: | ||
EXPLANATORY NOTE
Quantum Computing Inc. (the “Company,” “we,” “us,” “our” and other similar terms) is filing this Amendment No. 3 (this “Third Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 30, 2023 (the “Original Form 10-K”) and as amended by Amendment No. 1 to the Original Form 10-K filed on April 14, 2023 and Amendment No. 2 to the Original Form 10-K filed on June 26, 2023, for the purpose of amending the beneficial ownership table contained in Part III, Item 12 and updating the exhibit index contained in Part IV, Item 15 to include the Company’s Amended and Restated By-Laws, Amended and Restated Certificate of Incorporation and 2022 Equity Incentive Plan that were adopted and approved by the shareholders at the Company’s annual meeting held on September 21, 2022.
Accordingly, this Third Amendment consists only of the facing page, this explanatory note, Item 12, Item 15, the signature pages to Form 10-K and the applicable exhibits. The Original Form 10-K and Amendment No. 1 and Amendment No. 2 thereto are otherwise unchanged. This Third Amendment should be read in conjunction with the Original Form 10-K and Amendment No. 1 and Amendment No. 2 thereto. Further, this Third Amendment does not reflect any subsequent events occurring after the filing date of the Original Form 10-K and does not modify or update in any way the disclosures made in the Original Form 10-K or Amendment No. 1 or Amendment No. 2 thereto except as described above.
TABLE OF CONTENTS
| PART III | 1 | |||
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. | 1 | ||
| PART IV | 3 | |||
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. | 3 |
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PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information as of March 28, 2023 concerning the beneficial ownership of common stock for: (i) each director and director nominee, (ii) each Named Executive Officer listed in the Summary Compensation Table under “Executive Compensation” in Item 11 of the Original Form 10-K, (iii) all executive officers and directors as a group, and (iv) each person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by us to be the beneficial owner of 5% or more of our common stock. The address for each of the persons below who are beneficial owners of 5% or more of our common stock is our corporate address at 215 Depot Court SE #215, Leesburg, VA 20175.
Beneficial ownership has been determined in accordance with the rules of the SEC and is calculated based on 60,496,062 shares of our common stock issued and outstanding as of March 28, 2023. Shares of common stock subject to options, warrants, preferred stock or other securities convertible into common stock that are exercisable or convertible on or within 60 days of March 28, 2023, are deemed outstanding for computing the percentage of the person holding the option, warrant, preferred stock, or convertible security but are not deemed outstanding for computing the percentage of any other person. Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated, each of the shareholders named in the table below, or his or her family members, has sole voting and investment power with respect to such shares of our common stock.
Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own.
| Name and Address of Beneficial Owner | Common Stock Owned Beneficially | Percent of Class | ||||||
| Named Executive Officers and Directors | ||||||||
| Robert Liscouski, Chief Executive Officer and Chairman (1) | 2,765,931 | 4.44 | ||||||
| Christopher Roberts, Chief Financial Officer (2) | 1,388,321 | 2.27 | ||||||
| William J. McGann (3) | 1,178,333 | 1.91 | ||||||
| David Morris (4) | 50,000 | 0.08 | ||||||
| Bertrand Velge (5) | 2,517,888 | 4.14 | ||||||
| Robert Fagenson (6) | 483,330 | 0.79 | ||||||
| Michael Turmelle (7) | 350,000 | 0.58 | ||||||
| Dr. Yuping Huang (8) | 24,053,706 | 39.70 | ||||||
| Dr. Carl Weimer | 0 | 0 | ||||||
| All directors and officers as a group (8 persons) | 32,787,509 | 50.16 | ||||||
| 5% or greater shareholders (none) | 0 | 0 | ||||||
| Total | 32,787,509 | 50.16 | ||||||
| (1) | Consists of 977,055 shares of common stock owned currently and 1,788,876 shares of common stock underlying vested options to purchase shares of common stock. |
| (2) | Consists of 725,000 shares of common stock owned currently and 663,321 shares of common stock underlying vested options to purchase shares of common stock. |
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| (3) | Consists of 1,178,333 shares of common stock underlying vested options to purchase shares of common stock. |
| (4) | Consists of 50,000 shares of common stock underlying vested options to purchase shares of common stock. |
| (5) | Consists of 2,167,888 shares of common stock owned currently and 350,000 shares of common stock underlying vested options to purchase shares of common stock. |
| (6) | Consists of 100,000 shares of common stock owned currently and 383,330 shares of common stock underlying vested options to purchase shares of common stock. |
| (7) | Consists of 350,000 shares of common stock underlying vested options to purchase shares of common stock. |
| (8) | Consists of 23,953,706 shares of common stock owned currently and 100,000 shares of common stock underlying vested options to purchase shares of common stock. 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. |
Changes in Control
We are not aware of any arrangements that may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.
Equity Compensation Plan Information
On July 5, 2022, the Board of Directors adopted the 2022 Quantum Computing Inc. Equity and Incentive Plan (the “Plan”) which provides for the issuance of up to 16,000,000 shares of the Company’s common stock. The principal purpose of the Plan is to provide an incentive to designated employees, certain consultants and advisors who perform services for us and non-employee directors to contribute to our growth by continuing to align the interests of participants with the interests of our stockholders. The Plan was approved by a majority of the shareholders in September 2022.
The table below sets forth certain information as of our fiscal year ended December 31, 2022 regarding the shares of our common stock available for grant or granted under our equity compensation plan.
| Plan Category | Number of securities to be issued upon exercise of outstanding options | Weighted-average exercise price of outstanding options | Number of securities available for future issuance under equity compensation plans | |||||||||
| Equity compensation plan approved by security holders - 2022 Quantum Computing Inc. Equity Incentive Plan, as amended | 5,318,267 | $ | 2.38 | 10,681,733 | ||||||||
| Equity compensation plan approved by security holders - 2019 Quantum Computing Inc. Equity Incentive Plan, as amended | 3,000,000 | $ | 2.02 | 0 | ||||||||
| Equity compensation not approved by shareholders (1) | 3,276,640 | $ | 6.20 | - | ||||||||
| 1) | In addition to the stock options issued pursuant to the Plan, the Company has issued 3,276,640 non-qualified stock options to employees and advisors outside of the Plan with a weighted average price of $6.20. The total number of stock options issued and outstanding as of March 28, 2023 is 10,193,737. |
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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| * | Indicates a management contract or compensatory plan or arrangement. |
| # | Indicates exhibit was previously filed. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: July 7, 2023 | Quantum Computing Inc. | |
| By: | /s/ Robert Liscouski | |
| Robert Liscouski | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Capacity | Date | ||
| /s/ Robert Liscouski | Chairman of the Board of Directors and Chief Executive Officer, Treasurer |
July 7, 2023 | ||
| Robert Liscouski | (Principal Executive Officer) | |||
| /s/ Chris Boehmler | Chief Financial Officer | July 7, 2023 | ||
Chris Boehmler |
(Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Dr. Yuping Huang | Chief Quantum Officer and Director | July 7, 2023 | ||
| Dr Yuping Huang | ||||
| /s/ Michael Turmelle | Director | July 7, 2023 | ||
| Michael Turmelle | ||||
| /s/ Bertrand Velge | Director | July 7, 2023 | ||
| Bertrand Velge | ||||
| /s/ Robert Fagenson | Director | July 7, 2023 | ||
| Robert Fagenson | ||||
| /s/ Dr. Carl Weimer | Director | July 7, 2023 | ||
| Dr. Carl Weimer |
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