Quantum Computing Inc. (NASDAQ: QUBT) completes $500M private placement

Rhea-AI Filing Summary

Quantum Computing Inc. entered into securities purchase agreements for a private placement of 26,867,276 shares of common stock, generating gross proceeds of approximately $500 million before placement agent commissions and other expenses. The placement closed on September 24, 2025 and the shares were issued under Securities Act exemptions for non‑public offerings.

The company must file a registration statement to allow resale of the placement shares by October 9, 2025. For 75 days after closing, it agreed not to issue or agree to issue additional common stock or equivalents, or file new registration statements, without placement agent and purchaser consent, subject to customary exceptions. Directors and executive officers also signed 60‑day lock‑up agreements restricting sales and registrations of their holdings. Titan Partners Group LLC acted as exclusive placement agent, earning a 5% cash fee on the placement size plus up to $100,000 for reimbursed expenses.

Positive

• Raised approximately $500 million in gross proceeds through a private placement of common shares, materially increasing available capital for the business.
• Near-term issuance and insider sale constraints via a 75-day company issuance restriction and 60-day director/executive lock-ups help moderate immediate selling pressure.

Negative

• Issuance of 26,867,276 new common shares represents significant dilution to existing shareholders’ ownership percentages.
• 5% placement fee plus up to $100,000 in expenses reduces net proceeds available to the company from the transaction.

Insights

Equity Capital Markets Analyst

Large $500M private placement boosts cash but adds sizable dilution.

Quantum Computing Inc. completed a private placement of 26,867,276 common shares for gross proceeds of approximately $500 million. That is a very large capital raise relative to most issuers and materially increases available funding, which can support operations, investment, or potential expansion, although specific uses are not described in this excerpt.

The transaction is unregistered, relying on private offering exemptions, with a commitment to file a resale registration statement for the new shares by October 9, 2025. A 5% cash fee to Titan Partners Group LLC plus up to $100,000 of expenses represents the direct transaction cost disclosed here, while the issuance itself increases the share count and therefore dilutes existing holders.

Short‑term supply overhang is moderated by several constraints: the company agreed to a 75‑day restriction on additional equity issuance or new registration statements without consent, and directors and executive officers accepted 60‑day lock‑ups on sales and registration demands. Actual market impact will depend on when the resale registration becomes effective and how quickly purchasers choose to sell once restrictions lapse.

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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 Exchange Act of 1934

Date of Report (Date of earliest event reported): September 21, 2025

QUANTUM COMPUTING INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40615		82-4533053
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5 Marine View Plaza, Suite 214 Hoboken, NJ		07030
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (703) 436-2161

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
Common stock (par value $0.0001 per share)		QUBT		The Nasdaq Stock Market LLC

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 1.01. Entry into a Material Definitive Agreement.

Securities Purchase Agreements

On September 21, 2025, Quantum Computing Inc. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) pursuant to which the Company agreed to issue to the Purchasers (as defined therein), in a private placement (the “Placement”), an aggregate of 26,867,276 shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The closing of the Placement occurred on September 24, 2025. The Placement resulted in gross proceeds of approximately $500 million before deducting placement agent commissions and other offering expenses.

The issuance of the Placement Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Placement Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder for transactions not involving a public offering. The Company is required to file a registration statement providing for the resale of the Placement Shares by October 9, 2025.

Pursuant to the Purchase Agreements and the Placement Agency Agreement (as defined below), the Company has agreed not to issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents, or file any registration statement or any amendment or supplement thereto, for a period of 75 days after the closing date of the Placement, subject to certain customary exceptions, without the consent of the Placement Agent and the Purchasers.

Placement Agency Agreement

The Company also entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Placement Agent”), dated September 21, 2025, pursuant to which the Placement Agent will act as the exclusive placement agent for the Company in connection with the Placement. The Company agreed to pay the Placement Agent a 5% cash fee based on the total size of the Placement, as set forth in the Placement Agency Agreement. In addition, the Company agreed to reimburse the Placement Agent for up to $100,000 of its fees and expenses in connection with the Placement.

The Placement Agency Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.

Lock-Up Agreements

Pursuant to Lock-Up Agreements with the Company, the Company’s directors and executive officers agreed for a period of 60 days after the closing date of the Placement, subject to certain exceptions, not to directly or indirectly offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position with respect to, any shares of Common Stock or securities convertible, exchangeable or exercisable into Common Stock, that they beneficially own, hold, or thereafter acquire, or make any demand for or exercise any right or cause to be filed a registration, including any amendments thereto, with respect to the registration of any Common Stock or Common Stock equivalents or publicly disclose the intention to do any of the foregoing.

The foregoing summaries of the Purchase Agreements, the Placement Agency Agreement, and the Lock-Up Agreements do not purport to be complete descriptions thereof and are qualified in their entirety by reference to the full text of such documents or the forms of such documents, copies of which are attached hereto as Exhibits 10.1, 10.2, and 10.3, respectively. The representations, warranties, and covenants made by the Company in any agreement that is filed as an exhibit hereto were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreement. In addition, the assertions embodied in any representations, warranties, and covenants contained in such agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to securityholders generally. Moreover, such representations, warranties, or covenants were accurate only as of the date when made, except where expressly stated otherwise. Accordingly, such representations, warranties, and covenants should not be relied on as accurately representing the current state of the Company’s affairs at any time.

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Item 3.02. Unregistered Sales of Equity Securities.

The information under Item 1.01 of this Current Report on Form 8-K related to the Placement Shares is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On September 21, 2025, the Company issued a press release announcing the Placement, a copy of which is furnished herewith as Exhibit 99.1.

On September 24, 2025, the Company issued a press release announcing the closing of the Placement, a copy of which is furnished herewith as Exhibit 99.2. 

The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, 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 of 1934, as amended, or the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1*		Form of Purchase Agreement, dated as of September 21, 2025, between Quantum Computing Inc. and each Purchaser (as defined therein)
10.2		Placement Agency Agreement, dated September 21, 2025, between Quantum Computing Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC
10.3		Form of Lock-Up Agreement dated September 21, 2025
99.1		Press Release dated September 21, 2025
99.2		Press Release dated September 24, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request; however, the Company may request confidential treatment of omitted items.

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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: September 24, 2025	By:	/s/ Christopher Roberts
		Christopher Roberts
		Chief Financial Officer

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FAQ

What capital did Quantum Computing Inc. (QUBT) raise in this private placement?

Quantum Computing Inc. raised gross proceeds of approximately $500 million in a private placement of its common stock, before paying placement agent commissions and other expenses.

How many new Quantum Computing Inc. (QUBT) shares were issued in the placement?

The company agreed to issue an aggregate of 26,867,276 shares of common stock as placement shares in the private transaction.

Was the Quantum Computing Inc. (QUBT) private placement registered with the SEC?

No. The placement shares were issued in an unregistered private offering relying on Section 4(a)(2) and/or Regulation D, with a commitment to file a resale registration statement by October 9, 2025.

What fees did Quantum Computing Inc. (QUBT) agree to pay the placement agent?

Quantum Computing Inc. agreed to pay the placement agent, Titan Partners Group LLC, a 5% cash fee based on the total placement size and to reimburse up to $100,000 of its fees and expenses.

What lock-up or issuance restrictions are tied to the Quantum Computing Inc. (QUBT) placement?

The company agreed to a 75-day restriction on issuing or agreeing to issue additional common stock or equivalents and on filing registration statements without required consents. Directors and executive officers entered 60-day lock-up agreements limiting sales and registration demands for their holdings.

When did Quantum Computing Inc. (QUBT) close the private placement?

The closing of the private placement occurred on September 24, 2025, following the execution of the securities purchase agreements on September 21, 2025.