UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On March 19, 2024, Quantum Computing Inc. (the “Company”) entered into a Redemption and Waiver Agreement (the “Redemption Agreement”) with the holders (the “Holders”) of its Series A Convertible Preferred Stock (the “Preferred Stock”). Capitalized terms used but not otherwise defined herein have the same definitions given to such terms in the Redemption Agreement.
Pursuant to the Redemption Agreement, the Company agreed to redeem all outstanding shares of the Preferred Stock for an aggregate cash purchase price of $8,195,000, or $5.50 per share, at its sole discretion, in eighteen (18) monthly payments (each a “Monthly Redemption Threshold” payment), which may be accelerated at the Company’s sole discretion. In addition, the Holders agreed to waive (the “Waivers”), on a month-by-month basis following each monthly payment, certain rights granted to them in (i) the Certificate of Designation of the Preferred Stock (the “COD”), including for the accrual and payment of accrued and future dividends; and (ii) the Securities Purchase Agreement (the “SPA”). In the event the Company opts to not make a Monthly Redemption Threshold payment, the Waivers are forfeited and the terms revert to those detailed in the COD and SPA.
As of March 25, 2024, the Company has redeemed 82,783 shares of Preferred Stock for an aggregate amount of $455,307 in cash paid to the Holders. The issued and outstanding balance of Preferred Stock as of March 25, 2024 is 1,407,221.
The foregoing description of the Redemption Agreement is qualified in its entirety by reference to the full texts thereof, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Redemption and Waiver Agreement | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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: March 25, 2024 | By: | /s/ Christopher Boehmler |
| Christopher Boehmler | ||
| Chief Financial Officer | ||
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