false
0001758009
0001758009
2026-02-02
2026-02-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
February 2, 2026
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 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed on
a Current Report on Form 8-K filed by Quantum Computing Inc. (the “Company”) on December 15, 2025, the Company entered into
a Stock Purchase Agreement, dated as of December 15, 2025 (the “Stock Purchase Agreement”) with Luminar Technologies, Inc.,
a Delaware corporation (the “Seller”) and Luminar Semiconductor, Inc., a Delaware corporation (the “Target”),
pursuant to which, subject to the terms and conditions set forth in the Stock Purchase Agreement, the Company agreed to acquire all of
the issued and outstanding shares of common stock of the Target from the Seller (the “Transaction”). The Transaction was completed
on February 2, 2026.
The consideration paid by
the Company at closing consisted of approximately $97.5 million in cash, along with the $11.0 million of funds that were placed with an
escrow agent in connection with the signing of the Stock Purchase Agreement. The escrowed amount will remain with the escrow agent to
cover certain limited indemnification obligations of the Seller pursuant to the Stock Purchase Agreement until February 2, 2027.
The foregoing description
of the Transaction and the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
Stock Purchase Agreement, which the Company filed with the SEC as Exhibit 2.1 in its Current Report on Form 8-K on December 15, 2025,
and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
The statements contained in this Current Report
on Form 8-K include forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking statements and forecasts, generally identified by terms such
as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “intends,”
“goal,” “objective,” “seek,” “attempt,” “aim to,” or variations of these or similar
words, involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Those
statements include statements regarding the intent, belief, or current expectations of the Company and members of its management as well
as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, including the occurrence of any event, change or other circumstances
under which the anticipated benefits of the Transaction are not realized when expected or at all, including as a result of the impact
of, or problems arising from, the integration of the Target, diversion of management’s attention from ongoing business operations
and opportunities, operating costs and business disruption following the Transaction, exposure to potential litigation, the integration
of the Target’s products and technologies with the Company, and the acceleration of the Company’s development roadmap, and
that actual results may differ materially from those contemplated by such forward-looking statements. Except as required by federal securities
law, the Company undertakes no obligation to update or revise forward-looking statements to reflect changed conditions.
Item 7.01 Regulation FD Disclosure.
On February 2, 2026, the Company
issued a press release announcing the Transaction, a copy of which is furnished herewith as Exhibit 99.1.
The information provided under
this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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 of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses
or Funds Acquired |
The Company will file the
financial statements of the Target required by Item 9.01(a) as an amendment to this Current Report on Form 8-K no later than 71 calendar
days after the required filing date for this Current Report on Form 8-K.
| (b) | Pro Forma Financial Information |
The Company will file the
pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71
calendar days after the required filing date for this Current Report on Form 8-K.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated February 2, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 3, 2026 |
By: |
/s/ Christopher Roberts |
| |
|
Christopher Roberts |
| |
|
Chief Financial Officer |
