UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code (
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 | ||
| The |
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 3.01. Notice of Delisting for Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing.
On June 24, 2024, Quantum Computing Inc. (the “Company”) received a notice (the “Notice”) from Nasdaq Stock Market LLC (“Nasdaq”) that the Company has failed to satisfy a standard for continued listing, Nasdaq Listing Rule 5250(c)(1), because the Company did not file its Quarterly Report on Form 10-Q by the due date of May 15, 2024.
As previously disclosed, due to the Order of the Securities and Exchange Commission (the “Commission”) permanently barring BF Borgers CPA PC (“BF Borgers”) and Mr. Borgers from appearing or practicing before the Commission as an accountant, on May 3, 2024, the Company dismissed BF Borgers as the Company’s independent registered public accounting firm, at which time work on the Company’s periodic reports was delayed.
The Company has engaged a new independent registered public accounting firm to complete the audit and review of its annual and quarterly financial statements, respectively, as expeditiously as possible, following which the Company will promptly file its Quarterly Report on Form 10-Q and rectify the existing filing deficiencies. The Company has until August 23, 2024 to notify Nasdaq of this plan to regain compliance.
If Nasdaq chooses to accept the Company’s plan, it may grant an exception of up to 180 calendar days, or until December 16, 2024, in which to regain compliance. If Nasdaq does not accept the Company’s plan, the Company would have the opportunity to appeal the decision to a Hearings Panel.
The Notice has no immediate effect on the Nasdaq listing or trading of the Company’s common stock.
This Current Report on Form 8-K is filed to satisfy the obligation under Nasdaq Listing Rule 5810(b) and Item 3.01(a) of Form 8-K that the Company publicly disclose the deficiency.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release dated June 27, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: June 27, 2024 | By: | /s/ Christopher Boehmler |
| Christopher Boehmler | ||
| Chief Financial Officer | ||
2