false
0001758009
0001758009
2026-03-02
2026-03-02
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): March 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) |
|
|
|
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
2.02 Results of Operations and Financial Condition.
On
March 2, 2026, Quantum Computing Inc. (the “Company”) issued a press release announcing its financial results for the fourth
quarter and the year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
The
information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 (the “Section”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated March 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: March 2, 2026 |
By: |
/s/ Christopher
Roberts |
| |
|
Christopher Roberts |
| |
|
Chief Financial Officer |
Exhibit 99.1
Quantum Computing Inc. Reports Fourth Quarter
and Year-End 2025 Financial Results
HOBOKEN, NJ – March 2, 2026 – Quantum
Computing Inc. (“QCi” or the “Company”) (Nasdaq: QUBT), an innovative, quantum optics and integrated
photonics technology company, today released financial results for the three and twelve-month periods ended December 31, 2025.
Dr. Yuping Huang, Chief Executive Officer of QCi,
commented, “In 2025 we continued to advance our strategy to build a vertically integrated photonics and quantum optics platform
capable of supporting scalable, commercial applications across AI, high-performance computing, cybersecurity, and remote sensing. We completed
and opened “Fab 1”, our TFLN chip manufacturing facility in Tempe, Arizona, expanded our foundry services business, strengthened
our leadership team and board, and raised over $1.5 billion to support our long-term growth strategy and technology roadmap. We are now
seeing early customer engagement and revenue contribution from our foundry services and product portfolio as we continue progressing toward
broad scale commercialization.”
“Subsequent to the close of the fourth quarter,
we completed our acquisition of Luminar Semiconductor, Inc., which brings established capabilities in lasers, detectors, advanced packaging,
and manufacturing. The acquisition adds an established customer base and accelerates our path to scalable manufacturing. As we move through
2026, we remain focused on advancing strategic partnerships, scaling our technology and manufacturing capabilities, and investing in talent
across engineering, research and production to support continued growth and execution.”
Fourth Quarter 2025 Financial Highlights
| ● | Fourth
quarter 2025 revenues totaled approximately $198,000 compared to $62,000, a 219% increase.
The year-over-year increase was driven primarily by hardware sales and services associated
with our Fab 1 facility, which began contributing revenue during the year. |
| ● | Fourth
quarter 2025 operating expenses totaled $22.1 million compared to the previous year’s
fourth quarter operating expenses of $8.9 million, an increase of 148%. The increase in operating
expenses is the result of substantial growth in personnel for research and development, engineering,
manufacturing and sales and marketing to support our long-term growth initiatives, as well
as M&A expenses. |
| ● | The
Company reported a net loss of $1.6 million, or a loss of $0.01 per basic share for the fourth
quarter of 2025, compared to a net loss of $51.2 million or a loss of $0.47 per basic share
for the same period of the previous year. The improvement in net loss during the quarter
was primarily due to a gain of $7.0 million from the mark-to-market of a derivative liability,
which is non-cash in nature and subject to future volatility, plus interest income of $13.6
million. |
| ● | Total
assets at December 31, 2025 were $1.6 billion, increasing from $153.6 million at December
31, 2024. Cash and cash equivalents at December 31, 2025 increased by $658.9 million to $737.9
million from year-end 2024 and investments as of December 31, 2025 totaled $783 million.
During the fourth quarter, the Company raised gross proceeds of $750 million through a private
placement of common stock. |
| ● | Total
liabilities at December 31, 2025 were $20.7 million, a decrease of $25.6 million compared
to year-end 2024. |
| ● | As
of December 31, 2025, the Company had stockholders’ equity totaling $1.6 billion. |
Fourth Quarter 2025 Operational Highlights,
plus updates since December 31, 2025
| ● | Acquisition
of Luminar Semiconductor: During the quarter, QCi announced an agreement to acquire Luminar
Semiconductor, Inc., which manufactures and sells a portfolio of photonic components and
brings established capabilities in lasers, detectors, advanced packaging, and manufacturing,
complementing QCi’s position in TFLN integrated photonics. The all-cash transaction,
valued at $110 million, was completed subsequent to the quarter on February 2, 2026. |
| ● | Completed
$750 million Oversubscribed Private Placement: During the fourth quarter, QCi announced
that it entered into securities purchase agreements with institutional investors for the
purchase and sale of 37,183,937 shares of common stock in an oversubscribed private placement,
resulting in gross proceeds of $750 million, before deducting offering expenses. |
| ● | Quantum
Photonic Chip Foundry Update: QCi’s Fab 1 facility, which is currently used as
a research and development and prototyping space, has been ramping small-batch manufacturing
and has begun to contribute revenue. The Company is actively planning for another manufacturing
facility, known as Fab 2, which is expected to be larger facility designed to support higher-volume
production. |
| ● | Dr.
Yuping Huang confirmed as Chief Executive Officer: Dr. Yuping Huang was appointed CEO,
effective January 1, 2026, after previously having been appointed Interim CEO in April 2025.
Dr. Huang’s appointment comes as part of QCi’s ongoing focus on growth and scaling
its quantum photonics systems for industrial and commercial use. |
| ● | Unveiled
Photonics-Based Reservoir Computer, Neurawave: QCi debuted Neurawave, its newest reservoir
computer, at SuperCompute25. Neurawave represented an important development for QCi as it
delivers a photonic computing system designed to meet industry standards and seamlessly integrate
with existing computing infrastructures. |
| ● | Strategic
Collaboration with POET Technologies: During the quarter, QCi announced a strategic collaboration
with POET Technologies, a leader in the design and implementation of highly-integrated optical
engines and light sources for artificial intelligence networks, to develop 400G/Lane thin-film
lithium niobate (TFLN) modulator-based 3.2Tbps engines designed to lead the next era of computing. |
Earnings Conference Call
The Company
will host its fourth quarter and year end conference call today, Monday, March 2, 2026, at 4:30 p.m. ET. To access the live webcast of
the conference call, visit the QCi Investor Relations page at https://quantumcomputinginc.com/investor-relations.
Investors may also access the webcast via the following link: https://www.webcaster5.com/Webcast/Page/3051/53656.
To participate in the call
by phone, dial (877) 545-0523 approximately five minutes prior to the scheduled start time. International callers please dial (973) 528-0016.
Callers should use access code: 293172.
A replay
of the teleconference will be available until March 16, 2026, and may be accessed by dialing (877) 481-4010. International callers may
dial (919) 882-2331. Callers should use conference ID: 53656.
About Quantum Computing Inc.
Quantum
Computing Inc. (Nasdaq: QUBT) is an innovative, quantum optics and integrated photonics technology company that provides accessible
and affordable quantum machines and TFLN foundry services to the world today. QCi’s products are designed to operate at room temperature
and low power at an affordable cost. The Company’s portfolio of core technologies and products offer unique capabilities in the
areas of high-performance computing, artificial intelligence, and cybersecurity, as well as remote sensing applications.
Through its acquisition of Luminar Semiconductor, Inc., QCi accelerated
its technology roadmap while expanding technical depth, manufacturing capabilities, and its product portfolio to photonics and optics
components, subsystems, and systems.
Company
Contact:
Rosalyn
Christian/John Nesbett
IMS Investor
Relations
investors@quantumcomputinginc.com
Forward-Looking Statements
This press
release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such
forward-looking statements to be covered by the safe harbor provisions for forward looking statements contained in Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). All statements contained in this press release other than statements of historical fact, including,
without limitation, statements regarding our expectations of future results, operational expansion and business strategy are forward-looking
statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,”
“anticipate,” “intend,” “expect,” “strategy,” “future,” “could,”
“would,” “project,” “plan,” “target,” and similar expressions are intended to identify
forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises
nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance
or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements, including but not limited to the factors, risks and uncertainties included in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2025, as such factors may be updated from time to time in our other filings with the Securities and Exchange Commission
(the “SEC”), accessible on the SEC’s website at www.sec.gov and the Investor Relations section of our website at https://quantumcomputinginc.com/investor-relations,
which could cause our actual results to differ materially from those indicated by the forward-looking statements made in this press release.
Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to
update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause
our views to change.
QUANTUM COMPUTING INC.
Condensed Consolidated Statements of Operations
and Comprehensive Income (Loss)
(Unaudited, in thousands, except per share data)
| | |
Three Months Ended | | |
Twelve Months Ended | |
| | |
December 31 | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Total revenue | |
$ | 198 | | |
$ | 62 | | |
$ | 682 | | |
$ | 373 | |
| Cost of revenue | |
| 296 | | |
| 28 | | |
| 615 | | |
| 261 | |
| Gross profit | |
| (98 | ) | |
| 34 | | |
| 67 | | |
| 112 | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 7,004 | | |
| 4,758 | | |
| 20,473 | | |
| 11,318 | |
| Sales and marketing | |
| 1,292 | | |
| 575 | | |
| 3,431 | | |
| 1,818 | |
| General and administrative | |
| 13,822 | | |
| 3,615 | | |
| 27,240 | | |
| 12,913 | |
| Total operating expenses | |
| 22,118 | | |
| 8,948 | | |
| 51,144 | | |
| 26,049 | |
| Loss from operations | |
| (22,216 | ) | |
| (8,914 | ) | |
| (51,077 | ) | |
| (25,937 | ) |
| Non-operating income (expense) | |
| | | |
| | | |
| | | |
| | |
| Interest and other income | |
| 13,635 | | |
| 243 | | |
| 20,718 | | |
| 423 | |
| Interest expense | |
| 55 | | |
| (2,034 | ) | |
| (65 | ) | |
| (2,496 | ) |
| Change in fair value of derivative liability | |
| 6,970 | | |
| (40,532 | ) | |
| 11,750 | | |
| (40,532 | ) |
| Income (loss) before income tax provision | |
| (1,556 | ) | |
| (51,237 | ) | |
| (18,674 | ) | |
| (68,542 | ) |
| Income tax provision | |
| - | | |
| - | | |
| - | | |
| - | |
| Net income (loss) | |
| (1,556 | ) | |
| (51,237 | ) | |
| (18,674 | ) | |
| (68,542 | ) |
| Other comprehensive loss | |
| | | |
| | | |
| | | |
| | |
| Unrealized losses on available-for-sale debt securities | |
| 931 | | |
| - | | |
| 905 | | |
| - | |
| Total comprehensive income (loss) | |
$ | (625 | ) | |
$ | (51,237 | ) | |
$ | (17,769 | ) | |
$ | (68,542 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income (Loss) per share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.01 | ) | |
$ | (0.47 | ) | |
$ | (0.11 | ) | |
$ | (0.73 | ) |
| Diluted | |
$ | (0.01 | ) | |
$ | (0.47 | ) | |
$ | (0.11 | ) | |
$ | (0.73 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares used in computing net income (loss) per common share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 216,060 | | |
| 108,530 | | |
| 164,492 | | |
| 93,881 | |
| Diluted | |
| 216,060 | | |
| 108,530 | | |
| 164,492 | | |
| 93,881 | |
QUANTUM COMPUTING INC.
Condensed Consolidated Balance Sheets
(Unaudited, in thousands, except par value data)
| | |
December 31,
2025 | | |
December 31,
2024 | |
| Assets | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
$ | 737,880 | | |
$ | 78,945 | |
| Accounts receivable, net | |
| 519 | | |
| 27 | |
| Inventory | |
| 352 | | |
| 18 | |
| Short-term investments | |
| 379,421 | | |
| - | |
| Accrued interest receiveable | |
| 3,634 | | |
| - | |
| Prepaid expenses and other current assets | |
| 11,914 | | |
| 161 | |
| Total current assets | |
| 1,133,720 | | |
| 79,151 | |
| Property and equipment, net | |
| 12,971 | | |
| 8,212 | |
| Operating lease right-of-use assets | |
| 2,353 | | |
| 1,522 | |
| Intangible assets, net | |
| 6,500 | | |
| 8,972 | |
| Goodwill | |
| 55,573 | | |
| 55,573 | |
| Long-term investments | |
| 403,121 | | |
| - | |
| Accrued interest receivable – long term | |
| 4,551 | | |
| | |
| Other non-current assets | |
| 131 | | |
| 129 | |
| Total assets | |
$ | 1,618,920 | | |
$ | 153,559 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 778 | | |
$ | 1,372 | |
| Accrued expenses | |
| 9,135 | | |
| 2,134 | |
| Deferred revenue | |
| 395 | | |
| 79 | |
| Other current liabilities | |
| 766 | | |
| 974 | |
| Total current liabilities | |
| 11,074 | | |
| 4,559 | |
| Derivative liability | |
| 7,773 | | |
| 40,532 | |
| Operating lease liabilities | |
| 1,808 | | |
| 1,181 | |
| Total liabilities | |
| 20,655 | | |
| 46,272 | |
| Commitments and Contingencies (see Note 10) | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Preferred stock | |
| - | | |
| - | |
| Common stock | |
| 22 | | |
| 13 | |
| Additional paid-in capital | |
| 1,816,494 | | |
| 307,756 | |
| Accumulated deficit | |
| (219,156 | ) | |
| (200,482 | ) |
| Accumulated other comprehensive loss | |
| 905 | | |
| - | |
| Total shareholders’ equity | |
| 1,598,265 | | |
| 107,287 | |
| Total liabilities and shareholders’ equity | |
$ | 1,618,920 | | |
$ | 153,559 | |