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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):
March 5, 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 8.01. Other Events
On March 5, 2026, Quantum Computing Inc. (the
“Company”) announced the completion of its acquisition of NuCrypt, LLC (“NuCrypt”), in a transaction valued at
$5 million to be paid in a combination of cash and shares of the Company’s common stock. Upon the closing of the acquisition, NuCrypt
became a wholly-owned subsidiary of the Company.
A copy of the Company’s press release announcing
the closing of the NuCrypt acquisition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated March 5, 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 5, 2026 |
By: |
/s/ Christopher Roberts |
| |
|
Christopher Roberts |
| |
|
Chief Financial Officer |
2
Exhibit 99.1
Quantum Computing Inc. Completes Acquisition
of NuCrypt to Advance
Quantum Communications Commercialization
HOBOKEN, NJ – MARCH 05, 2026 - Quantum Computing Inc.
(“QCi” or the “Company”) (Nasdaq: QUBT), an innovative, quantum optics and integrated photonics technology
company, today announced the completion of its acquisition of NuCrypt, LLC (“NuCrypt”), a quantum communications technology
company, in a transaction valued at $5 million, to be paid in a combination of cash and shares of QCi common stock (the “Transaction”).
The acquisition helps establish quantum communications as an important
commercialization vertical within QCi’s broader quantum technology strategy. By integrating NuCrypt’s suite of quantum communications
systems and products, QCi expects to advance its technology roadmap while extending its portfolio of quantum communications and quantum
photonics solutions.
“Quantum communications is an important growth vertical for QCi
and NuCrypt increases our capabilities,” said Dr. Yuping Huang, Chief Executive Officer of QCi. “Their platform and intellectual
property portfolio, combined with our photonics and quantum technologies, positions us to provide scalable, commercially viable quantum
communications solutions.”
Founded in 2003, NuCrypt was an early developer of commercial quantum
communications technology. NuCrypt is a member of the Chicago Quantum Exchange, a leading U.S. quantum ecosystem, as well as the Quantum
Economic Development Consortium (QED-C) and has in the past collaborated with other Chicago-area institutions such as Fermilab, Argonne
National Laboratory, and Northwestern University.
Its technologies have been used by organizations including NASA, the
U.S. Army Research Laboratory, major research universities and customers across Australia, Canada, and Europe, demonstrating global demand
for its quantum communications solutions.
NuCrypt’s patent portfolio spans quantum optics, RF-photonics,
and photonic signal processing, further adding to QCi’s intellectual property position and expanding its technology depth in secure
communications and advanced computing applications.
“After more than 20 years as a highly specialized, independent
quantum communications company, growing commercial interest and opportunities in the field suggest that now is the time to expand our
footprint,” said Gregory Kanter, Managing Partner of NuCrypt. “We are very excited to join forces with QCi and we believe
their quantum photonic technologies offer the promise to not only better serve our current customers but also to address exciting
new market opportunities.”
Through the integration of QCi’s thin-film lithium niobate (TFLN)
technology, the combined company expects to further advance NuCrypt’s product portfolio by reducing device footprint, improving
robustness, enhancing performance, and improving the path toward scalable, high-volume manufacturing.
Professor Prem Kumar, a founding member of NuCrypt and Director of
the Northwestern University Center for Photonic Communication and Computing added, “It’s incredibly rewarding to see a vision
that began years ago in academic research evolve into a commercial quantum computing enterprise. The integration of NuCrypt’s pioneering
work in quantum communications marks an important step toward realizing the full promise of quantum technologies. I am delighted to see
this next generation take shape and be a part of it.”
Under the terms of the agreement, NuCrypt will initially operate as
a wholly owned subsidiary of QCi.
The combined companies will showcase their integrated technologies
at the upcoming OFC Conference and Exhibition from March 17-19, 2026 in Los Angeles, CA, where NuCrypt will join QCi in its booth (#5105)
to highlight advancements in quantum photonics and secure communications.
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 foundry services for the
production of photonic chips based on thin-film lithium niobate (TFLN). 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., in February,
2026, QCi added to its technology roadmap while expanding technical depth, manufacturing capabilities, and its product portfolio to photonics
and optics components, subsystems, and systems.
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 NuCrypt, 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 NuCrypt’s products and technologies with QCi, and the trajectory of QCi’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, QCi undertakes no obligation to update or revise forward-looking statements to reflect changed conditions.
