Business Context and Reporting Period
This Form 8-K Current Report from Quantum Computing Inc. covers events occurring between December 24, 2020, and December 31, 2020, with the report filed on January 5, 2021. The filing details the final closings of a previously announced private placement offering.
Key Financial Metrics
- Gross Proceeds: The final closings generated $2,463,752.50 from the sale of 985,501 shares at $2.50 per share. The aggregate gross proceeds for the entire Offering totaled $12,414,449.
- Transaction Costs: The Company paid $100,250 in cash to HP Securities Inc. and a registered broker-dealer. Falcon Capital Partners Limited received $1,103,033.88 in cash, 256,252 shares of Common Stock, and 384,378 warrants.
- Capital Structure: As of December 31, 2020, the Company had 26,023,418 shares of common stock issued and outstanding.
- Warrants: 384,378 warrants were issued to Falcon Capital Partners, exercisable for five years at $3.00 per share.
Material Changes
The number of unregistered Common Stock shares outstanding increased by more than 5% since the last reported number as of December 31, 2020, due to the issuance of shares in the Offering. The Offering involved 38 accredited investors, with 223,501 shares issued to 20 non-U.S. persons and 762,000 shares issued to 18 U.S. persons.
Guidance, Risks, and Unusual Items
The filing does not provide forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure that the securities were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D and Regulation S. No unusual items or contingencies were disclosed in this specific report.
Investor Verification Checklist
- Verify the total aggregate proceeds of $12,414,449 against the company's cash balance in subsequent filings.
- Confirm the dilution impact of the 256,252 shares issued as compensation to Falcon Capital Partners.
- Review the full text of the Subscription Agreement (Exhibit 10.1) for specific rights and obligations not detailed in this summary.
- Monitor the exercise of the 384,378 warrants issued at a $3.00 strike price.