STOCK TITAN

Quantum Computing Inc. (QUBT) closes NHanced deal with $73.1M upfront and $72M earnout

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Quantum Computing Inc. completed the acquisition of NHanced Semiconductors, Inc., making it a wholly owned subsidiary. The deal includes $68.1 million in cash, subject to customary adjustments, plus QCi common stock valued at $5.0 million at closing, with a reported initial value of $73.1 million.

Up to $20.0 million of the cash consideration was placed in escrow and is tied to NHanced meeting revenue targets for 2027 and 2028. The sellers may also earn up to an additional $72.0 million in cash and/or stock if NHanced hits further revenue and EBITDA milestones, aligning part of the purchase price with future performance while expanding QCi’s semiconductor and photonics manufacturing capabilities.

Positive

  • Strategic expansion of manufacturing platform: The NHanced acquisition adds advanced semiconductor and nanophotonics fabrication and packaging capabilities, supporting QCi’s plan for scalable, vertically integrated production of quantum and photonic technologies.
  • Performance-linked deal structure: Up to $72.0 million of Earnout Consideration and a $20.0 million revenue-based escrow tie a significant portion of total consideration to NHanced achieving specific revenue and EBITDA milestones.

Negative

  • Integration and execution risk: Disclosed risk factors include potential problems integrating NHanced, operating cost increases, business disruption and customer retention risks, which could prevent the anticipated benefits and earnout milestones from being realized.
  • Significant contingent obligations: The structure includes up to $72.0 million in additional earnout payments plus a $20.0 million performance-based escrow, creating sizable future payment obligations if milestones are met.

Insights

QCi is using a mix of cash, stock and earnouts to buy NHanced and scale manufacturing.

Quantum Computing Inc. agreed to buy all NHanced shares for $68.1 million in cash plus QCi stock valued at $5.0M, with a press release citing a total of $73.1M at closing. The structure combines upfront payment with performance-linked components.

There is a $20.0M escrow holdback from the cash portion, released based on NHanced’s revenue in years ending December 31, 2027 and December 31, 2028. On top of this, sellers can receive up to $72.0M in additional Earnout Consideration tied to revenue and EBITDA thresholds over the same periods.

The company highlights strategic benefits: added semiconductor and nanophotonics fabrication, advanced packaging, and expanded capacity (Fab 2) to support commercialization of its thin-film lithium niobate photonic integrated circuit platform. Execution risk centers on integrating operations, meeting earnout targets, and managing potential operating cost increases mentioned in the forward-looking statements.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Closing cash consideration $68.1 million Cash portion of NHanced purchase price, subject to adjustments
Closing stock consideration $5.0 million in QCi common stock Stock portion of purchase price, valued via 30-day VWAP
Reported initial transaction value $73.1 million Combined cash and stock value at closing cited in press release
Escrow holdback $20.0 million Portion of cash consideration tied to 2027–2028 revenue thresholds
Maximum earnout consideration $72.0 million Additional payments based on revenue and EBITDA milestones
First earnout tranche Up to $20.0 million Up to $10.0M for each of 2027 and 2028 performance periods
Second earnout tranche Up to $52.0 million Based on further revenue and EBITDA thresholds over 2027–2028
Stock Purchase Agreement financial
"entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with NHanced Semiconductors, Inc."
A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.
Earnout Consideration financial
"the Sellers may be entitled to receive earnout payments of up to an aggregate of $72.0 million (the “Earnout Consideration”)"
Earnout consideration is the portion of a purchase price that one party pays later only if the acquired business meets agreed future targets, like sales or profit goals. Think of it as a performance-linked bonus that shifts some risk from the buyer to the seller; investors watch earnouts because they affect how much value will actually be paid, influence future cash flow, and can change reported earnings or liabilities if targets are missed or met.
automatic shelf registration statement on Form S-3ASR regulatory
"if the Company has filed an automatic shelf registration statement on Form S-3ASR, any Seller holding shares"
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On June 23, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
thin-film lithium niobate (TFLN) photonic integrated circuit platform technical
"advancing the development and scaling of our thin-film lithium niobate (TFLN) photonic integrated circuit platform."
2.5D/3D heterogeneous integration technical
"solutions enabled by the 2.5D/3D heterogeneous integration and scale-up of QCi’s TFLN-on-Silicon Photonics technologies."
An advanced chip assembly approach that stacks or places different types of semiconductor components—such as processors, memory, and sensors—very close together on a single package using either side-by-side platforms (2.5D) or direct vertical stacking (3D). For investors, it matters because this packaging can boost performance, lower power use, and shrink product size—like arranging parts of a car engine more tightly for better fuel efficiency—potentially enabling higher-margin products and new market opportunities.
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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): June 22, 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 1.01 Entry into a Material Definitive Agreement.

 

On June 22, 2026, Quantum Computing Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with NHanced Semiconductors, Inc., a Delaware corporation (“NHanced”), the Gretchen Louise Trinklein Patti Revocable Trust, the Robert Steve Patti Revocable Trust, and the Robert Steve Patti Irrevocable Trust (collectively, the “Sellers”), Gretchen Trinklein Patti and Robert Patti (in their individual capacities, the “Beneficial Owners”), and Robert Patti, solely in his capacity as the representative of the Sellers and Beneficial Owners (the “Seller Representative” and together with the Company, NHanced, and the Sellers, and the Beneficial Owners, the “Parties” and each a “Party”), pursuant to which the Company agreed to acquire all of the issued and outstanding shares of common stock of NHanced (the “Transaction”).

 

Pursuant to the Stock Purchase Agreement, the aggregate purchase price for the Transaction consists of (i) $68.1 million in cash, subject to customary adjustments for unpaid transaction expenses, closing indebtedness, closing cash and working capital surplus or deficit (as adjusted, the “Closing Cash Consideration”), and (ii) a number of shares of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”) equal to $5.0 million divided by the volume-weighted average of Company Common Stock for the 30 trading days ending five trading days prior to the closing of the Transaction (the “Closing Stock Consideration” and, together with the Closing Cash Consideration, the “Closing Consideration”). At the closing of the Transaction, $20.0 million of the Closing Cash Consideration was deposited into an interest-bearing escrow account as a holdback, which becomes payable to the Sellers, or is returned to the Company, based on whether NHanced achieves specified total revenue thresholds for the years ending December 31, 2027 and December 31, 2028.

 

In addition to the Closing Consideration, the Sellers may be entitled to receive earnout payments of up to an aggregate of $72.0 million (the “Earnout Consideration”), payable in two tranches: (i) up to an aggregate of $20.0 million, consisting of up to $10.0 million for each of the periods January 1, 2027 through December 31, 2027 and January 1, 2028 through December 31, 2028, based on NHanced achieving specified total revenue thresholds and, for the 2028 period, alternatively specified total EBITDA thresholds, and (ii) up to $52.0 million based on NHanced achieving further specified total revenue and EBITDA thresholds over the same periods. Earnout Consideration, if any, is payable in cash and/or Company Common Stock at the Sellers’ election, subject to the limit that the stock component of any payment may not exceed 50% of such payment without the Company’s prior written consent. Any shares of Company Common Stock issued as Earnout Consideration will be valued based on the volume-weighted average price of Company Common Stock for the 30 trading days ending five trading days prior to the applicable earnout payment date.

 

Pursuant to the Stock Purchase Agreement, if the Company has filed an automatic shelf registration statement on Form S-3ASR, any Seller holding shares of Company Common Stock issued pursuant to the Stock Purchase Agreement may request that the Company file a prospectus supplement covering the resale of such shares, which the Company will file within 15 days of such request. The Company has no obligation to file or maintain an automatic shelf registration statement, and these registration rights arise only if and when the Company, in its sole discretion, has an effective Form S-3ASR.

 

The foregoing description of the Stock Purchase Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

The Stock Purchase Agreement contains customary representations, warranties and covenants made by the Parties. The representations, warranties and covenants set forth in the Stock Purchase Agreement were made only for purposes of the Stock Purchase Agreement and solely for the benefit of the Parties, may be subject to limitations agreed upon by the Parties, including being qualified by confidential disclosures exchanged in connection with the execution of the Stock Purchase Agreement, and may be subject to standards of materiality applicable to the Parties that differ from those applicable to investors. Accordingly, the Stock Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K only to provide investors with information regarding its terms and not to provide investors with any other factual information regarding the Company, NHanced or their subsidiaries’ respective businesses.

 

1

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

On June 22, 2026, the Company completed the acquisition of all of the issued and outstanding shares of common stock of NHanced pursuant to the terms of the Stock Purchase Agreement. Following the closing of the Transaction, NHanced became a wholly owned subsidiary of the Company and is expected to continue supporting its existing customers and partners while contributing to the Company’s manufacturing and commercialization initiatives.

 

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,” “enhance,” “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, including statements about the Company’s manufacturing and commercialization initiatives, NHanced’s customers and partners and the achievement of any earnout milestones. 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 NHanced, 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 NHanced’s products and technologies with the Company, and the acceleration of the Company’s development roadmap, supply chain risks, NHanced customer retention risks 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 June 23, 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 Business Acquired

 

The Company will file the financial statements of NHanced 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.

 

(d) Exhibits.

 

Exhibit No.   Description
2.1*   Stock Purchase Agreement, dated as of June 22, 2026, by and among the Company, NHanced Semiconductors, Inc., the Sellers, the Beneficial Owners, and the Seller Representative.
99.1   Press Release dated June 23, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*All exhibits and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish the omitted exhibits and schedules to the SEC upon request.

 

2

 

 

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 23, 2026 By: /s/ Christopher Roberts
    Christopher Roberts
    Chief Financial Officer

 

3

 

Exhibit 99.1

 

Quantum Computing Inc. Completes Acquisition of NHanced Semiconductors, Inc.

 

Strategic acquisition launches Fab 2 to accelerate key roadmap initiatives and expands manufacturing capabilities

 

HOBOKEN, NJ – JUNE 23, 2026 – Quantum Computing Inc. (“QCi” or the “Company”) (Nasdaq: QUBT), an innovative, quantum optics and integrated photonics technology company, today announced the completion of acquiring NHanced Semiconductors, Inc. (“NHanced”), for a combination of cash and QCi stock valued at $73.1 million, subject to customary adjustments, and up to an additional $72.0 million if certain performance targets are achieved (the “Transaction”).

 

The acquisition marks an important step in QCi’s transition from research-driven innovation and prototyping to scalable commercial production. By adding semiconductor and nanophotonics fabrication capabilities, advanced packaging expertise and specialized engineering talent, QCi is strengthening its operational capabilities and manufacturing readiness. Advanced photonics technology and manufacturing are at the core of QCi’s commercialization roadmap. The recent acquisition and successful integration of Luminar Semiconductor Inc. have installed world-class expertise and fabrication in laser, light detection, photonic packaging, and testing at QCi. This acquisition will provide the foundation for scalable chip-manufacturing of the Company’s quantum and photonics technologies, supporting commercialization efforts and advancing its vision of a vertically integrated platform spanning research, development and manufacturing. It positions QCi to address growing market demand across quantum computing, sensing, networking, and photonics markets while accelerating the path from innovation to market deployment. Aside from its quantum technology and product portfolio, QCi now also offers leading-edge services, products, and solutions in semiconductor and nanophotonics manufacturing, lasers, detectors, testing, and packaging.

 

“The acquisition of NHanced significantly enhances our nanophotonics manufacturing capabilities and strengthens QCi’s ability to execute its long-term growth strategy. Last year, we successfully completed and operationalized Fab 1, a pioneering, small-scale manufacturing facility in Tempe, Arizona. Today, we are delivering on our commitment to launch Fab 2 and expand our manufacturing capabilities and capacity years ahead of our original timeline. By adding proven fabrication assets and deep technical expertise, we are accelerating commercialization across all verticals and substantially advancing the development and scaling of our thin-film lithium niobate (TFLN) photonic integrated circuit platform. The expanded manufacturing footprint will increase production flexibility, enhance operational resilience and support future revenue growth. The Transaction accelerates our path to commercial-scale production and reflects our commitment to strategically investing in infrastructure that drives long-term growth and shareholder value. We look forward to welcoming the talented NHanced team to QCi and combining our strengths to advance the commercialization of quantum and photonic technologies,” said Yuping Huang, CEO of QCi.

 

NHanced is a U.S-based advanced packaging foundry specializing in integration, hybrid bonding, chiplet architectures, silicon interposers and photonics device integration. Its expertise in advanced semiconductor packaging and manufacturing complements QCi’s photonic and quantum portfolio, creating opportunities to accelerate commercialization and scale next-generation quantum and photonics solutions enabled by the 2.5D/3D heterogeneous integration and scale-up of QCi’s TFLN-on-Silicon Photonics technologies.

 

The acquisition is expected to strengthen domestic manufacturing capabilities, bolster supply-chain resilience and support the development of advanced photonic chips for applications spanning quantum computing, artificial intelligence, networking, secure communications and defense technologies. This acquisition bridges the gap between quantum innovation and scalable semiconductor products, helping bring next-generation photonics and quantum solutions to market more efficiently.

 

 

 

 

“Joining forces with QCi marks an exciting new chapter for our company, our employees and our technology. Over the years, we have built a world-class semiconductor platform with a focus on innovation, manufacturing, excellence and customer success. By combining our expertise with QCi’s vision for photonic and quantum technologies, we believe we can accelerate the commercialization and manufacturing of next-generation solutions and create greater value for customers and partners. We are proud of what our team has accomplished and look forward to contributing to QCi’s mission,” said Bob Patti, CEO of NHanced.

 

NHanced will operate as a wholly owned subsidiary of QCi, remaining committed to supporting its current customers and partners, including those within the quantum ecosystem, and will continue to provide the products, services and technical expertise its customers rely on today while pursuing new opportunities for growth and innovation.

 

Rosenblatt served as financial advisor, and Wilson Sonsini Goodrich & Rosati, Professional Corporation served as legal counsel, to QCi. Needham & Company served as financial advisor, and Taft Stettinius & Hollister LLP served as legal counsel, to NHanced.

 

About Quantum Computing Inc.

 

Quantum Computing Inc. (Nasdaq: QUBT) is a quantum optics and integrated photonics company focused on delivering accessible, scalable, and cost-effective quantum machines and photonic solutions. The Company provides foundry services for thin-film lithium niobate (“TFLN”) photonic chips and offers a vertically integrated portfolio spanning photonics components, subsystems, and full-stack systems.

 

Designed to operate at room-temperature with low-power requirements, QCi’s technologies enable practical deployment across high-growth markets, including high-performance computing, artificial intelligence, cybersecurity, aerospace and defense, and advanced sensing and imaging.

 

Headquartered in Hoboken, New Jersey, QCi has operations in Arizona, California, Illinois, Massachusetts and Virginia. By combining advanced materials, device engineering, and scalable manufacturing, QCi delivers integrated quantum and photonics technologies, accelerating commercialization and real-world adoption.

 

Company Contact:

 

John Nesbett/Zach Nevas
IMS Investor Relations
qci@imsinvestorrelations.com

 

Forward-Looking Statements

 

This press release contains 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,” “enhance,” “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 QCi and members of its management as well as the assumptions on which such statements are based.  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 NHanced, 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 NHanced’s products and technologies with QCi, and the acceleration of QCi’s development roadmap, supply chain risks, NHanced customer retention risks, and that actual results (including revenue growth and value creation) may differ materially from those contemplated by such forward-looking statements. Except as required by federal securities law, QCi undertakes no obligation to update or revise forward- looking statements to reflect changed conditions.

 

 

 

 

FAQ

What did Quantum Computing Inc. (QUBT) announce in this 8-K?

Quantum Computing Inc. completed the acquisition of NHanced Semiconductors, Inc., buying all outstanding NHanced shares. The deal uses cash, QUBT common stock and potential earnout payments, and makes NHanced a wholly owned subsidiary focused on supporting QUBT’s manufacturing and commercialization efforts.

How much is QUBT paying to acquire NHanced Semiconductors?

The transaction includes $68.1 million in cash, subject to adjustments, plus QUBT common stock valued at $5.0 million at closing. A press release cites total initial consideration of $73.1 million, with potential additional earnout payments of up to $72.0 million if performance targets are reached.

How is the $20 million escrow structured in the QUBT–NHanced deal?

At closing, $20.0 million of the cash consideration was placed into an interest-bearing escrow account. This amount becomes payable to the sellers or is returned to Quantum Computing Inc. based on whether NHanced achieves specified total revenue thresholds for 2027 and 2028.

What earnout opportunities exist for NHanced’s sellers in the QUBT acquisition?

Sellers may receive up to $72.0 million in Earnout Consideration, payable in cash and/or QUBT stock. Payments depend on NHanced meeting revenue thresholds for 2027 and 2028 and, for some tranches, alternative EBITDA targets over the same periods, aligning compensation with performance.

How does acquiring NHanced support QUBT’s quantum and photonics strategy?

NHanced brings advanced semiconductor packaging, nanophotonics fabrication and engineering expertise that complement QUBT’s photonics and quantum portfolio. The company states this will accelerate commercialization, expand manufacturing capacity, support its TFLN photonic integrated circuit platform and strengthen its vertically integrated quantum and photonics solutions.

What registration rights do NHanced sellers receive for QUBT shares?

If Quantum Computing Inc. has an automatic shelf registration statement on Form S-3ASR effective, any seller holding QUBT shares issued in the transaction may request a prospectus supplement. The company would then file the supplement covering resale of those shares within 15 days of such request.

Filing Exhibits & Attachments

5 documents