Mr. Schreiber, age 36, is the President and founder of JLS Ventures, a venture capital and capital markets advisory firm that partners with entrepreneurs and emerging growth companies to build disruptive products and technologies in the technology, healthcare and consumer products verticals. For more information please see the going concern opinion on page F-1 and the risk factors herein. In January 2020 the Company entered into a settlement of its claims against REMTC, Mr. Malinowski and Mr. Kelly and the litigation in New Jersey was dismissed. To finance the acquisition of the control block of shares in IBGH, an investor group (the “Initial Investors.”), loaned Convergent Risk Group, LLC (Convergent) $275,000, in exchange for Promissory Notes from Convergent (the “Promissory Notes”) in the total amount of $275,000. As of May 18, 2020, the closing bid price for our Common Stock as reported on the OTCQB was $0.78 per share. Changes to or reduced protection of intellectual property rights in some countries which may affect or ability to protect and maintain intellectual property rights relating to our applications. Big Data/ Artificial Intelligence Analysis Application. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, The following discussion and analysis of the results of operations and financial condition for the years ended December 31, 2019 and 2018 should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that are included elsewhere in this Annual Report. Our success is dependent to a significant degree on the continued contributions of key management, sales, marketing, consulting and technical personnel. Operating lease charges are recorded entirely in operating expenses. OUR STOCK PRICE MAY BE VOLATILE OR MAY DECLINE REGARDLESS OF OUR OPERATING PERFORMANCE, AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT. Its software stack enables developers to create and execute quantum-ready applications on classic computers, while being ready to run on quantum computers when those systems can achieve performance advantagesMukai uses highly-optimized parallel code, and is currently centered on the quadratic unconstrained binary optimization (QUBO) formulation well known to quantum annealing users. The Floor Price is subject to adjustment at the six (6) and nine (9) month anniversary of the Issuance Date. The company hosts a cloud computing platform called Forest, which … The expense amount was calculated based on the closing price of the Company stock on the OTC Markets on the date the grants were executed. In computing the number of shares of Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of Common Stock as held by that person or entity that are currently exercisable or that will become exercisable within 60 days of May 19, 2020. The overall goals of the Quantum Act include the eventual creation of industry standards for QIS development, new research grant funding and increased collaboration with the private sector. The Company depreciates computer equipment over a period of five years. This prospectus, which is part of the registration statement, does not contain all the information set forth in the registration statement. Mukai uses highly-optimized parallel code, and is currently centered on the quadratic unconstrained binary optimization (QUBO) formulation well known to quantum annealing users. The Company’s policy is to present bank balances under cash and cash equivalents, which at times, may exceed federally insured limits. Pursuant to the terms of Equity Purchase Agreement, we will sell shares to Oasis at a price equal to 90% of the lowest closing price of our common stock during the five (5) consecutive trading day period beginning on the date on which we deliver a put notice to Oasis (the “Market Price”). January 22, 2018 - 500,000 Treasury shares sold to Convergent Risk Group, LLC for $155,000 and proceeds of the sale were remitted to William Alessi pursuant to Court order settling litigation against the Company. The lease liability represents the present value of the lease payments under the lease. Copyright - The Quantum Daily 2021. In the event that the Company prepays the Note, the Company shall pay all of the principal and interest, together with a prepayment penalty ranging from 105% to 135% depending upon the date of such prepayment. The recent developments in quantum annealing and other quantum hardware suggests that these new technologies may soon deliver computational benefit. QAA is available both as a cloud-based software service and as an on-premises software-plus-hardware system. Operating expenses for the Twelve Months ended December 31, 2019 were $2,547,652 as compared with $5,798,953 for the comparable prior year period, a decrease of $3,251,301, or 56%. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering. Substantial Doubt about the Company’s Ability to Continue as a Going Concern. We hereby consent to the incorporation in this Registration Statement on Form S-1 of our report dated March 27, 2020, relating to the financial statements of Quantum Computing, Inc., The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. The lack of revenue is due to the fact that the Company had not yet completed the development and testing of any products for sale, or offered services to any customers, until late in the year. Oasis has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock of our company. Our sales and operating results will be adversely affected if we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful. Our Common Stock is quoted for trading on the OTCQB Marketplace (OTCQB) under the symbol “QUBT”. In February 2020 the Auctus Fund LLC exercised its option to convert $138,998 of the principal of its Convertible Note and accrued interest and fees of $11,002 (a total of $150,000) into 100,000 shares of the Company’s common stock. Examples of compute intensive applications include optimization, data management, analytics, and complex modeling. In January 2020 the Auctus Fund LLC exercised its option to convert $21,305 of the principal of its Convertible Note and accrued interest and fees of $8,695 (a total of $30,000) into 20,000 shares of the Company’s common stock. Notwithstanding the Company’s eligibility to apply for forgiveness, no assurance can be given that the Company will obtain forgiveness of all or any portion of the amounts due under the Note. The growth of mobile devices and cloud computing have greatly complicated the challenge of keeping an organization’s data secure and private and have increased the types of possible attacks. The Selling Security Holder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices. We will not receive any proceeds from the sale of the Commitment Shares sold by Oasis. DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES. The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to shares of our common stock. The increase in operating expenses is due in large part to the $941,100 increase in stock based compensation expense in the first quarter of 2020 compared with the comparable period in 2019. We are a Securities Exchange Act of 1934 reporting company and are required to file periodic reports on Form 10-K and 10-Q and current reports on Form 8-K. You may read and copy all or any portion of the registration statement or any other information, at the SEC’s I, INDEX TO CONSOLIDATED FINANCIAL STATEMENTS, Audited Consolidated Financial Statements, Unaudited Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm. Management is seeking additional capital to finance the operations of the Company. This prospectus contains forward-looking statements. On May 6, 2020, we entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Oasis. The resale pursuant to Rule 144 of shares acquired from us in private transactions could cause our stock price to decline significantly. Investment in U.S. quantum computing startups has grown from $4 million and two deals in 2015 to well over $300 million and seven deals so far in … He most recently was President of a public company that became a leader in the explosive trace detection industry culminating in the sale of the technology to L3 Communications. To the shareholders and the board of directors of Quantum Computing, Inc. We have audited the accompanying balance sheets of Quantum Computing, Inc. (the "Company") as of December 31, 2019 and 2018, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In addition, in 2018 President Trump announced the formation of a National Quantum Initiative consisting of key technology companies working in the field of quantum computing. Company developers devise the applied math algorithms, design software solutions implementing the algorithms and then test the code to ensure reliable and accurate performance of the software product. The lease liability is based on the present value of the remaining minimum lease payments, determined under ASC 840, discounted using our incremental borrowing rate at the effective date of January 1, 2019. We believe the quantum computer holds the potential to disrupt several global industries. On May 24, 2018 the Board authorized a private placement of convertible promissory notes in the aggregate amount up to $15,000,000 at a conversion price of $1.00 per share (the “Convertible Note Offering”). These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The company also provides customer support, site preparation, site installation, training packages, and on-site … The Company will initially focus on addressing computational problems in the financial services, and cybersecurity quantum-secure encryption markets, followed later by addressing problems in the AI and genetics marketplaces. The number of common shares that remain issuable may not be sufficient, dependent upon the share price, to allow us to access the full amount contemplated under the Equity Purchase Agreement. Strong competition requires us to develop new technology solutions and service offerings to expand the functionality and value that we offer to our customers. While this summary highlights what we consider to be important information about us, you should carefully read this entire prospectus before investing in our securities, especially the risks and other information we discuss under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes beginning on page F-1. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. In order to provide capital for the operation of our business, in the future we may enter into financing arrangements. The net loss for the three months ended March 31, 2020 and 2019, was $698,179 and $635,673, respectively. QUBO is a pattern matching technique, also commonly used for machine learning applications.
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