Form 8-K/A

8-K/A — Quantum Computing Inc.

Accession: 0001213900-26-098032

Filed: 2026-09-08

Period: 2026-06-22

CIK: 0001758009

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0304512-8ka1_quantum.htm (Primary)

EX-23.1 — CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ea030451201ex23-1.htm)

EX-99.1 — AUDITED FINANCIAL STATEMENTS OF NHANCED SEMICONDUCTORS, INC. FOR THE YEARS ENDED JUNE 30, 2025 AND 2024 (ea030451201ex99-1.htm)

EX-99.2 — UNAUDITED INTERIM FINANCIAL STATEMENTS OF NHANCED SEMICONDUCTORS, INC. FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2026 AND 2025 (ea030451201ex99-2.htm)

EX-99.3 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (ea030451201ex99-3.htm)

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GRAPHIC (ea030451201_ex99-1img2.jpg)

GRAPHIC (ea030451201_ex99-1img3.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0304512-8ka1_quantum.htm · Sequence: 1

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0001758009

2026-06-22

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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, New Jersey 07030

(Address of principal executive offices) (Zip Code)

(703) 436-2161

(Registrant’s telephone number, including

area code)

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

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))

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§12.102 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. ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form

8-K/A (this “Amendment”) amends the Current Report on Form 8-K (the “Original 8-K”) of Quantum Computing

Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on June 23, 2026,

which reported, among other things, the completion of the acquisition of all of the issued and outstanding shares of common stock of NHanced

Semiconductors, Inc. (“NHanced”), a Delaware corporation, pursuant to a Stock Purchase Agreement, dated June 22, 2026,

among the Company, 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, as Seller Representative (the “Acquisition”).

This Amendment is being filed

to provide the financial statements of NHanced and the unaudited pro forma condensed combined financial information of the Company and

NHanced required by Items 9.01(a) and 9.01(b) of Form 8-K, which were not included in the Original 8-K. As disclosed in the Original 8-K,

such financial statements and pro forma financial information would be filed by amendment no later than 71 calendar days after the date

on which the Original 8-K was required to be filed.

Except as set forth herein,

no other changes are being made to the Original 8-K. This Amendment should be read in conjunction with the Original 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited financial statements

of NHanced Semiconductors, Inc. for the fiscal years ended June 30, 2025 and 2024, together with the report of the independent auditor

thereon, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

The unaudited interim financial

statements of NHanced Semiconductors, Inc. for the three and nine months ended March 31, 2026 and 2025, are filed as Exhibit 99.2 to this

Current Report on Form 8-K/A and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed

combined financial information of the Company and NHanced is filed as Exhibit 99.3 to this Current Report on Form 8-K/A and is incorporated

herein by reference.

(d) Exhibits.

Exhibit No.

Description

23.1

Consent of Independent Registered Public Accounting Firm

99.1

Audited Financial Statements of NHanced Semiconductors, Inc. for the years ended June 30, 2025 and 2024

99.2

Unaudited Interim Financial Statements of NHanced Semiconductors,

Inc. for the three and nine months ended March 31, 2026 and 2025

99.3

Unaudited Pro Forma Condensed Combined Financial Information

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: September 8, 2026

By:

/s/ Christopher Roberts

Name:

Christopher Roberts

Title:

Chief Financial Officer

EX-23.1 — CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.1

Filename: ea030451201ex23-1.htm · Sequence: 2

Exhibit 23.1

Consent

of Independent Auditors

We hereby consent to the incorporation by reference

in the Registration Statements on Form S-3 (Nos. 333-268064 and 333-264518) and Form S-8 (Nos. 333-286033 and 333- 297330) of Quantum

Computing Inc. of our report dated November 12, 2025 relating to the consolidated financial statements of Nhanced Semiconductor, Inc.

as of and for the years ending June 30, 2025 and 2024, which appears in this Current Report on Form 8-K/A (Amendment No. 1).

/s/ Spicer Jeffries LLP

Denver, Colorado

September 8, 2026

EX-99.1 — AUDITED FINANCIAL STATEMENTS OF NHANCED SEMICONDUCTORS, INC. FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

EX-99.1

Filename: ea030451201ex99-1.htm · Sequence: 3

Exhibit 99.1

FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025

AND 2024

NHANCED SEMICONDUCTORS, INC.

TABLE

OF CONTENTS

Independent Auditors’ Report

3-4

Financial Statements

Balance Sheets

Statements of Income

Statements of Changes in Shareholder’s Equity

Statements of Cash Flows

Notes to Financial Statements

9-19

SPICER

JEFFRIES LLP

Certified Public Accountants

4601 DTC BOULEVARD, SUITE 700

DENVER, COLORADO 80237

TELEPHONE: (303) 753-1959

FAX: (303) 753-0338

www.spicerjeffries.com

Independent Auditors’ Report

To the Shareholder of NHanced Semiconductors, Inc.

Opinion

We have audited the accompanying financial

statements of NHanced Semiconductors, Inc., (the “Company”), which comprise the balance sheets as of June 30, 2025 and 2024,

and the related statements of income, changes in shareholder’s equity and cash flows for the years then ended, and the related notes

to the financial statements.

In our opinion, the accompanying financial

statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results

of its operations and its cash flows for the years then ended, in accordance with accounting principles generally accepted in the United

States of America.

Basis for Opinion

We conducted our audit in accordance

with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further

described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to

be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating

to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of a Matter – Restatement

of financial statements

We draw your attention to Note 15 to

the financial statements that describes i) that the financial statements that we originally reported on November 20, 2024 have been restated,

and ii) the matter that gives rise to the restatement of the June 30, 2024 financial statements. Our opinion is not modified in respect

to this matter.

Responsibilities of Management

for the Financial Statements

Management is

responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted

in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and

fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements,

management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about

the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available

to be issued.

Auditors’ Responsibilities

for the Audit of the Financial Statements

Our objectives are to obtain reasonable

assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance

and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material

if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user

based on the financial statements.

In performing an audit in accordance

with GAAS, we:

● Exercise professional judgment and maintain professional skepticism throughout the audit.

● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and

perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts

and disclosures in the financial statements.

● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no

such opinion is expressed.

● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management,

as well as evaluate the overall presentation of the financial statements.

● Conclude

whether, in our judgment, there are conditions or events, considered in the aggregate, that

raise substantial doubt about the Company’s ability to continue as a going concern for a

reasonable period of time.

We are required to communicate with

those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and

certain internal control-related matters that we identified during the audit.

Denver, Colorado

November 12, 2025

NHANCED SEMICONDUCTORS, INC.

BALANCE SHEETS

AS OF JUNE 30, 2025 AND 2024

2024

(As Restated -

2025

Note 15)

Assets

Current Assets:

Cash and Cash Equivalents

$ 26,846

$ 544,780

Accounts Receivable

1,151,937

882,750

Other Receivable

339,948

Inventory

9,755,816

1,874,582

Prepaid Assets

213,605

Loans Receivable

910,764

Loan to Shareholder (Note 12)

62,400

675,688

Total Current Assets

12,121,368

4,317,748

Property and Equipment, net

21,729,635

11,866,481

Right-of-Use Asset, net

17,019,683

2,633,501

Loan to Shareholder Long-Term (Note 12)

5,927,891

282,472

Other Assets (Note 8)

202,942

317,767

Total Assets

$ 57,001,519

$ 19,417,969

Liabilities and Shareholder's Equity Current Liabilities:

Accounts Payable

$ 2,151,233

$ 1,519,125

Accrued Liabilities

1,923,099

647,853

Deferred Revenue

2,904,801

2,000,299

Other Liabilities

1,553,334

Current Tax Provision

1,668,373

73,635

Current Portion of Notes Payable

87,384

127,014

Current Portion of Lease Liability

529,514

1,030,008

Total Current Liabilities

10,817,738

5,397,934

Notes Payable (net of Current Portion)

363,456

422,569

Operating Lease Liability (net of Current Portion)

17,056,569

1,664,949

Deferred Income Taxes (Note 9)

1,648,861

526,593

Total Liabilites

29,886,624

8,012,045

Contingencies (Note 13)

Shareholder’s Equity:

Common Stock, no par value per share (1,450 shares authorized, 450 shares issued and outstanding)

200

Additional Paid-in Capital

100,000

Retained Earnings

27,014,695

11,305,724

Total Shareholder’s Equity

27,114,895

11,405,924

Total Liabilities and Shareholder’s Equity

$ 57,001,519

$ 19,417,969

The accompanying notes are an integral

part of these financial statements.

NHANCED SEMICONDUCTORS, INC.

STATEMENTS OF INCOME

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

2024

(As Restated -

2025

Note 15)

Revenue

$ 57,064,559

$ 36,184,071

Cost of Goods Sold

30,663,271

21,250,298

Gross Profit

26,401,288

14,933,773

Selling, General and Administrative Expenses

8,594,384

4,397,488

Operating Income

17,806,904

10,536,285

Other Income (Expense):

Interest Income

39,325

7,336

Grants Received (Net)

850,000

Interest Expense

(31,499 )

(36,680 )

Total Other Income (Expense)

857,826

(29,344 )

Income Before Income Taxes

18,664,730

10,506,941

Income Tax Provision (Note 9)

(2,955,759 )

(1,751,871 )

Net Income

$ 15,708,971

$ 8,755,070

The accompanying notes are an integral

part of these financial statements.

NHANCED SEMICONDUCTORS, INC.

STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

Common

Additional

Total

Common

Stock

Paid-in

Retained

Shareholder’s

Shareholder’s Equity

Amount

Capital

Earnings

Equity

Beginning Balance - July 1, 2023

450

$ 200

$ 100,000

$ 2,550,654

$ 2,650,854

Net Income

8,755,070

Ending Balance - June 30, 2024, as restated - Note 15

450

$ 200

$ 100,000

$ 11,305,724

$ 11,405,924

Net Income

15,708,971

Ending Balance - June 30, 2025

450

$ 200

$ 100,000

$ 27,014,695

$ 27,114,895

The accompanying notes are an integral

part of these financial statements.

NHANCED SEMICONDUCTORS, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

2024

(As Restated -

2025

Note 15)

Cash Flows From Operating Activities

Net Income

$ 15,708,971

$ 8,755,070

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

Depreciation & Amortization

1,958,233

595,688

Changes in Operating Assets and Liabilities:

Accounts Receivable

(269,187 )

2,125,179

Inventory

(7,881,234 )

(1,691,206 )

Prepaid Expenses

(213,605 )

Other Assets

(5,190,646 )

(729,240 )

Accounts Payable

632,110

1,004,139

Accrued Liabilities

1,275,244

(494,454 )

Deferred Taxes

1,122,268

462,715

Current Tax Provision

1,594,738

73,635

Other Liabilities

1,553,334

Deferred Revenue

904,502

2,000,299

Change in Right-of-Use Asset and Operating Lease Liability

504,944

22,338

Net Cash Provided by Operating Activities

11,699,672

12,124,163

Cash Flows From Investing Activities

Acquisition of Property and Equipment

(11,821,387 )

(11,284,490 )

Net Cash Used in Investing Activities

(11,821,387 )

(11,284,490 )

Cash Flows From Financing Activities

Payments of Notes Payable

(98,743 )

(120,343 )

Issuance of Notes Receivable

(910,764 )

Issuance of Loan to Shareholder

613,288

(188,898 )

Net Cash Used in Financing Activities

(396,219 )

(309,241 )

Net Increase (Decrease) in Cash

(517,934 )

530,432

Cash and Cash Equivalents - Beginning of Year

544,780

14,348

Cash and Cash Equivalents - End Of Year

$ 26,846

$ 544,780

Supplemental Disclosure of Cash Flow Information:

Cash Paid for Interest

$ 31,499

$ 36,680

Cash Paid for Income Taxes

$ 240,937

$ 404,000

The accompanying notes are an integral

part of these financial statements.

NHANCED SEMICONDUCTORS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

NOTE 1 - NATURE OF BUSINESS

Organization and Business

NHanced Semiconductors, Inc. (the “Company”),

was incorporated in the state of Delaware on June 22, 2016. The Company is a U.S. based independent, pure-play technology foundry that

offers advanced semiconductor development and manufacturing services and advanced packaging services from its fabrication facilities,

or fab, in both North Carolina and Indiana. The Company’s technology-as-a-service model leverages a strong foundation of proprietary

technology to co-develop process technology intellectual property with its customers that enables disruptive concepts through its Advanced

Technology Services for diverse microelectronics (integrated circuits (“ICs”)) and related micro and nanotechnology applications.

In addition to these differentiated technology development services, the Company supports customers with volume production of ICs for

high-growth markets through its Wafer Services.

NOTE 2 - BASIS OF PRESENTATION

The financial statements have been prepared

in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

The preparation of financial statements

in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date

of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management believes that the

estimates utilized in the preparation of the financial statements are prudent and reasonable. Actual results could differ from these estimates.

NOTE 3 - RECLASSIFICATIONS

Certain prior year amounts have been

reclassified to conform to the current year presentation.

NHANCED SEMICONDUCTORS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

NOTE 4 - SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid

financial instruments with original maturities of three months or less to be cash equivalents. The Company maintains its cash and cash

equivalents with financial institutions which balances may exceed the federally insured limits. The Company has not experienced any losses

in its deposit accounts. At June 30, 2025 and 2024 the Company had $- and $284,050 in cash balances in excess of the federally insured

limits.

Accounts Receivable Trade

Accounts receivable are carried at the

original invoice amount less an estimate made for expected credit losses based on the Company’s expectation of losses to be incurred.

A general valuation allowance is established

for accounts receivable based on historical loss experience. All amounts deemed to be uncollectible are charged against the allowance

for doubtful accounts in the period that determination is made. Based on management’s review of outstanding receivable balances

and historical collection information, management’s best estimate is that all balances will be collected. Accordingly, the Company

has not established an allowance for doubtful accounts.

Inventories

Inventories consist of wafer raw materials,

work in process, chemicals, and supplies and spare parts. Cost is determined on the first-in, first-out basis. Raw materials are stated

at weighted-average cost, while work in process inventory is stated at the lower of cost or net realizable value. Net realizable value

is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary

to make the sale. When net realizable value (which requires projecting future average selling prices, sales volumes, and costs to complete

the products in work in process inventories) is below cost, the Company records a charge to cost of goods sold to write down inventories

to their estimated net realizable values in advance of when inventories are actually sold. Supplies and spare parts are measured at cost

and expensed when utilized. Supplies and spare parts are classified as inventory if expected use is within one year.

Property and Equipment

Property and equipment is recorded

at cost when acquired. The costs of additions and improvements are capitalized. The costs of repairs and maintenance are expensed in the

period incurred. When equipment is sold or retired, the related net carrying amount of the equipment is derecognized and a gain or loss

Is recorded in the statement of income. Depreciation is computed using the straight-line method over the estimated useful lives of the

assets which are generally five to seven years for machinery and equipment and fifteen years for leasehold improvements.

NHANCED SEMICONDUCTORS,

INC.

NOTES TO FINANCIAL STATEMENTS

FOR

THE YEARS ENDED JUNE 30, 2025 AND 2024

NOTE 4 - SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition Policies

Revenue is recognized when control of

the promised goods or services are transferred to the Company’s customers, in amounts that reflect the consideration the Company

expects to be entitled to in exchange for those goods or services. To recognize revenue, the Company applies the following five step

approach: 1), identify the contract with the customer, 2) identify the performance obligations in the customer contract, 3) determine

the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize the revenues

when or as it satisfies a performance obligation. The Company accounts for a contract when it has approval and commitment from all parties,

the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of

transaction price is reasonably assured.

At contract inception, the Company applies

judgement in determining the customer’s ability to pay amounts entitled to the Company when due based on a variety of factors including

the customer’s historical payment experience.

The Company primarily derives its revenue

from the performance of Advanced Technology Services (“ATS”) process development services and the manufacture and delivery

of wafers via Wafer Services.

ATS Development – ATS development

contracts are focused on the performance of process development services, the output of which determines the viability of the process.

Wafer manufacturing development services do not include services to manufacture customer wafers at scale. ATS development contracts are

complex and wafer manufacturing development services are often either the lone performance obligation in an ATS development contract,

or the performance obligation to which the majority of the contract value is allocated. The Company has fixed price contracts with its

ATS development customers that may be extended or amended based on results of the initial contract. The Company’s ATS development

customers receive the benefits of these services, and revenue from performance of these services are recognized when the goods are delivered

or a milestone is achieved with no further recourse to the Company.

Wafer Services – Wafers are

goods that are generally customer specific, highly customized and have no alternative use to the Company. Wafer Services customers contract

with the Company to manufacture wafers based on their manufacturing design specifications. The terms of Wafer Services contracts dictate

when control over wafers is transferred to the Company’s customers.

Contract performance is typically defined

as “Best Effort”, “Milestone Achievement” or “Specific Yield” in either numbers or performance. These

specifics are defined as follows:

(1) Best Effort – Work is performed per specific processes and procedures and results are examined to either prove or disprove viability

of said processes and procedures.

(2) Milestone Achievement – Work has been performed, as determined in the statement of work via purchase order, in a series of steps.

NHANCED SEMICONDUCTORS,

INC.

NOTES TO FINANCIAL STATEMENTS

FOR

THE YEARS ENDED JUNE 30, 2025 AND 2024

NOTE 4 - SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (CONCLUDED)

Revenue Recognition Policies

(Concluded)

(3) Specific Yield – Results determined through examination of the final product have been achieved.

These can be specific levels of performance or a given percentage of functional product per a given lot, when produced in mass.

In cases where the Contract, Purchase

Order, Statement of Work, or other engagement documentation, do not provide specifics, revenue is recognized when the end product is shipped

to the customer.

Selling, General and Administrative

Expenses

Selling and administrative expenses include

advertising and marketing, salaries, wages, taxes, and employee benefit costs for employees, costs related to the Company’s office

in Illinois, insurance costs, and other miscellaneous costs. During the year ended June 30, 2025 and 2024, the Company incurred $8,594,384

and $4,397,488 in selling, general and administrative expenses.

Advertising Expenses

Advertising expenses are included in

selling, general and administrative expenses during the year in which it is incurred. Advertising expense for the years ended June 30,

2025 and 2024, were $158,773 and $171,385.

Income Taxes

Income taxes are accounted for under

the liability method. Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible

temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary

differences. Temporary differences are the differences between the amounts of assets and liabilities and their tax basis. Deferred tax

assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all,

of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws

and rates on the date of enactment. Interest and penalties are recognized within interest expense and income tax (benefit) expense, respectively,

in the statement of income.

NHANCED SEMICONDUCTORS,

INC.

NOTES TO FINANCIAL STATEMENTS

FOR

THE YEARS ENDED JUNE 30, 2025 AND 2024

NOTE 5 - REVENUE

The Company recognizes ATS Development, tools, and Wafer

Services revenues pursuant to its revenue recognition policies as described in Note 4.

The following table discloses revenue for the years ended

June 30, 2025 and 2024 by country as determined by customer address:

2025

2024

(As Restated - Note 15)

United States

$ 54,993,198

$ 35,097,406

France

33,000

224,000

United Kingdom

1,870,161

692,115

Israel

168,200

170,550

Total Revenue

$ 57,064,559

$ 36,184,071

As of June 30, 2025 and 2024, the Company

had one customer that accounted for approximately 87% and 77% of the Company’s total revenue. For the years ended June 30, 2025

and 2024, this customer accounted for approximately $49,000,000 and $29,000,000 in total revenue. Approximately $- and $- was due from

this customer as of June 30, 2025 and 2024, respectively.

Contract Estimates

Pricing is established at, or prior

to, the time of sale with customers, and the Company records the sales at the agreed-upon selling price. The terms of a contract and historical

business practices can, but generally do not, give rise to variable consideration. The Company estimates variable consideration at the

most likely amount it will receive from customers. It includes estimated amounts in the transaction price to the extent it is probable

that a significant reversal of cumulative revenue recognized for such transaction will not occur, or when the uncertainty associated with

the variable consideration is resolved. In general, variable consideration in its contracts relates to the entire contract. As a result,

the variable consideration is allocated proportionately to all performance obligations.

Estimates of variable consideration

and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s

anticipated performance and all information (historical, current, and forecasted) that is reasonably available at contract inception.

There are no significant instances where variable consideration is constrained and not considered as part of the allocated contract consideration.

NHANCED SEMICONDUCTORS,

INC.

NOTES TO FINANCIAL STATEMENTS

FOR

THE YEARS ENDED JUNE 30, 2025 AND 2024

NOTE 5 - REVENUE (CONCLUDED)

Contract Modifications

When contracts are modified to account

for changes in contract specifications and requirements, the Company evaluates whether the modification either creates new, or changes

existing, enforceable rights and obligations in the original contract. Contract modifications that are for goods or services that are

not distinct from the existing contract, due to the significant integration with the original product or service provided, are accounted

for as if they were part of that existing contract. The effect of a contract modification on the transaction price, and the measure of

progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a

reduction of revenue) under the cumulative catch-up method. When the modifications include additional performance obligations that are

distinct and at a relative stand-alone selling price, they are accounted for as a new contract and performance obligation and recognized

prospectively. The Company had no significant contract modifications during the years ended June 30, 2025 and 2024.

NOTE 6 - PROPERTY AND

EQUIPMENT

The cost and net book value of Property and Equipment by

category as of June 30, 2025 and 2024 is summarized below.

2025

2024

(As Restated - Note

15)

Construction in Progress

$ 1,601,166

$ -

Computer Equipment & Software

169,136

90,268

Furniture & Fixtures

214,435

80,826

Production Machinery

18,691,711

12,053,988

Leasehold Improvments

4,091,767

709,207

Total Cost

24,768,215

12,934,289

Accumulated Depreciation

(3,038,580 )

(1,067,808 )

Net Property & Equipment

$ 21,729,635

$ 11,866,481

Depreciation expense for the years ended June 30, 2025 and

2024 was $1,958,233 and $595,688.

NHANCED SEMICONDUCTORS,

INC.

NOTES TO FINANCIAL STATEMENTS

FOR

THE YEARS ENDED JUNE 30, 2025 AND 2024

NOTE 7 - INVENTORY

Inventories consist of raw materials,

supplies and spare parts, and work-in-process. Work-in-process consists of engineer salaries and materials and overhead costs associated

with the wafer manufacturing development services. A breakdown as of June 30, 2025 and 2024 is summarized below.

2025

2024

(As Restated - Note 15)

Raw Materials

$ 262,622

$ 140,231

Work-in-Process

9,379,672

1,713,133

Supplies and Spare Parts

113,522

21,218

Total

$ 9,755,816

$ 1,874,582

NOTE 8 - OTHER ASSETS

Other assets consist of various security

deposits for utilities. As of June 30, 2025 and 2024 the total security deposits for utilities amounted to $202,941 and $317,766.

NOTE 9 - DEFERRED INCOME TAXES

Temporary differences giving rise to

the deferred tax liability consist primarily of the difference of depreciation expense for tax purposes over the amount for financial

reporting purposes, the investment credit for the fab facilities for tax purposes, the general business credit for tax purposes, and the

timing differences reported differently for financial reporting and tax purposes.

The deferred tax liabilities as of June

30, 2025 and 2024 are as follows:

June 30,

2025

June 30,

2024

(As Restated - Note 15)

Deferred Tax Liability

$ 1,648,861

$ 526,593

NHANCED SEMICONDUCTORS,

INC.

NOTES TO FINANCIAL STATEMENTS

FOR

THE YEARS ENDED JUNE 30, 2025 AND 2024

NOTE 10 - NOTES PAYABLE

The Company has entered into two debt arrangements with independent

third-party creditors. The following summarizes the agreements as of June 30, 2025 and 2024:

2025

2024

(As Restated - Note

15)

Loan payable to Wintrust Equipment Finance in connection with providing working capital funding for the Company for equipment financing. The loan was originated on April 19, 2023 with a maturity date of May 1, 2028. Interest accrues at 6.80% per annum with principal and interest payments due monthly. The note is secured by the equipment and inventory and personally guaranteed by the shareholder of the Company.

$ 313,615

$ 405,988

Loan payable to the U.S. Small Business Administration in connection with providing working capital funding for the Company. The loan was originated on June 13, 2020 with a maturity date of June 13, 2050. Interest accrues at 3.75% per annum with principal and interest payments due monthly. The note is secured by the assets of the Company.

137,225

143,595

Total notes payable outstanding

450,840

549,583

Less current portion due within one year

(87,384 )

(127,014 )

Long-term portion due after one year

$ 363,456

$ 422,569

Principal payments on Notes Payable are due as follows:

Year

Amount

2026

$ 87,384

2027

87,384

2028

148,279

2029

3,144

2030

124,649

Total

$ 450,840

Interest expense for the years ended June 30, 2025 and 2024

was $31,499 and $36,680, respectively.

NHANCED SEMICONDUCTORS,

INC.

NOTES TO FINANCIAL STATEMENTS

FOR

THE YEARS ENDED JUNE 30, 2025 AND 2024

NOTE 11 - SHAREHOLDER’S EQUITY

The Company operates under the terms

of its Certificate of Incorporation dated June 22, 2016 with its shares being represented by a single class. The Company has authorized

for issuance 1,450 shares of no par common stock, 450 shares issued and outstanding to the sole shareholder as of June 30, 2025 and 2024.

NOTE 12 - RELATED PARTY TRANSACTIONS

The Company has advanced its sole shareholder

$4,993,248, of which $62,400 was a current portion, and $675,688 at June 30, 2025 and 2024. The loan has a maturity date of January 31,

2031 with interest accruing at 2% per annum. The loan will continue to draw interest at the IRS published Applicable Federal Rate (“AFR”)

for mid-term (3 to 9 year) loans adjusted monthly, and such loan balance may be increased from time to time at the request of the shareholder,

up to a maximum balance of $5,000,000. The Company also has long-term notes receivable with its sole shareholder in relation to the earnest

money deposits for the purchase of real estate for the Indiana fab and other lease or note payable obligations. The long-term notes receivable

as of June 30, 2025 and 2024 was $997,043 and $282,472.

The Company leases office space

from its sole shareholder. At June 30, 2025 and 2024, $6,684,114 and $273,708 was being leased under the agreement. For the years

ended June 30, 2025 and 2024 $517,331 and $129,935 was paid in rent to the sole shareholder.

In addition, the sole shareholder has

personally guaranteed the Wintrust note payable (see Note 10).

NOTE 13 - COMMITMENTS AND

CONTINGENCIES

Capital Lease Commitments

The Company leases certain manufacturing

equipment and its fab facility in Indiana under non-cancelable capital leases and includes these assets in property and equipment in the

accompanying balance sheet. The capitalized cost of leased assets was $586,740 and $385,234 at June 30, 2025 and 2024.

Nature of Operations

The Company is a U.S. based independent,

pure-play technology foundry that offers advanced semiconductor development and manufacturing services and advanced packaging services

from its fabrication facilities. The majority of the Company’s business is from one contract. This contract is evaluated on all

deliverables and determine a “go or no-go” rating on the deliverables. If the Company receives a “go” rating,

funding is available. Under the terms of the contract, the underlying customer reserves the right to not fund the Company based on technical

progress, customer needs, and availability of funding. The customer also reserves the right to exercise only certain aspects of each milestone

and is not required to exercise the milestone in full.

NOTE 14 - LEASES

The Company leases certain property

and equipment, such as its Indiana fab facility, and certain production equipment under finance leases. It also leases its fab facility

in North Carolina and its office location in Illinois under operating leases. The Company determines if an arrangement is a lease at inception.

Leases with an initial term of twelve months or less are not recorded on the balance sheet.

Right-of-use assets represent the

Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligations to make lease payments

arising from the lease. Operating lease right-of-use assets are recognized at commencement date based on the present value of lease payments

over the lease term. For leases that do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information

available at the lease commencement date in determining the present value of lease payments. Some of the leases include options to extend

or cancel the lease term, which is only included in the lease liability and right-of-use assets calculation when it is reasonably certain

the Company will exercise that option at the inception of the lease. As of June 30, 2025 and 2024, the Company did not intend to exercise

its lease extension or cancellation options.

The Company has lease agreements with

lease and non-lease components and have elected to account for these as a single lease component only for equipment leases. Lease expense

for operating lease payments is recognized on a straight-line basis over the lease term.

NHANCED SEMICONDUCTORS,

INC.

NOTES TO FINANCIAL STATEMENTS

FOR

THE YEARS ENDED JUNE 30, 2025 AND 2024

NOTE 14 - LEASES (CONTINUED)

The components of lease expense are as follows:

June 30,

2025

June 30,

2024

(As Restated - Note 15)

Operating Lease Costs

$ 1,452,244

$ 578,865

Finance Lease Costs

Amortization of Assets

206,080

303,315

Interest on Lease Liabilities

380,661

81,919

Total Net Lease Cost

$ 2,038,985

$ 964,099

Supplemental information regarding right-of-use assets at

June 30, 2025 and 2024, respectively as follows:

June 30,

2025

June 30,

2024

(As Restated - Note 15)

Assets:

Right-of-Use Assets

$ 18,324,381

$ 4,427,757

Accumulated Amortization

(1,304,698 )

(1,794,256 )

Right-of-Use Assets

$ 17,019,683

$ 2,633,501

June 30,

2025

June 30,

2024

(As Restated - Note 15)

Liabilities:

Operating Lease Liability, Current Portion

$ 529,514

$ 1,030,008

Operating Lease Liability, Net of Current Portion

17,056,569

1,664,949

Operating Lease Liability

$ 17,586,083

$ 2,694,957

The weighted average remaining lease term and weighted

average discount rates related to leases are as follows:

June 30,

2025

June 30,

2024

(As Restated - Note 15)

Weighted Average Remaining Lease Term

Operating Leases

7.45 Years

0.74 Years

Finance Leases

8.96 Years

2.01 Years

Weighted Average Discount Rate

Operating Leases

4.16 %

0.54 %

Finance Leases

2.60 %

3.93 %

NHANCED SEMICONDUCTORS,

INC.

NOTES TO FINANCIAL STATEMENTS

FOR

THE YEARS ENDED JUNE 30, 2025 AND 2024

NOTE 14 - LEASES (CONCLUDED)

Future maturities of lease liabilities as of June 30, 2025

are as follows:

Year

Operating Leases

Finance

Leases

Total

2026

$ 1,271,003

$ 435,761

$ 1,706,764

2027

1,193,054

444,497

1,637,551

2028

1,217,253

457,831

1,675,084

2029

1,253,771

471,566

1,725,337

2030

1,291,384

485,713

1,777,097

Thereafter

10,192,035

12,636,734

22,828,769

Total Lease Payments

16,418,500

14,932,102

31,350,602

Less Imputed Interest

(5,375,623 )

(8,388,896 )

(13,764,519 )

Total Lease Liabilities

$ 11,042,877

$ 6,543,206

$ 17,586,083

Rent expense for the years ended June 30, 2025 and 2024

was $1,552,669 and $814,193.

NOTE 15 - RESTATEMENT OF JUNE 30, 2024

FINANCIAL STATEMENTS

The June 30, 2024 financial statements

have been restated for the correction of an accounting error relating to work-in-process inventory, deferred revenue, property and equipment,

deferred taxes, and current tax provisions. The June 30, 2024 financial information has been updated for this error, as follows:

As Previously

Reported

Correction

of Error

As Restated

Work-in-process

$ 171,852

$ 1,541,281

$ 1,713,133

Property and equipment

11,157,275

709,206

11,866,481

Other receivable

339,948

Deferred revenue

2,000,299

Current tax provision

73,635

Deferred taxes

913,628

(387,035 )

526,593

Net income

7,851,534

903,536

8,755,070

NOTE 16 - SUBSEQUENT EVENTS

The Company has performed an evaluation

of subsequent events through November 12, 2025 which is the date that the financial statements were available to be issued. The evaluation

did not result in any subsequent events that required disclosures and/or adjustments.

EX-99.2 — UNAUDITED INTERIM FINANCIAL STATEMENTS OF NHANCED SEMICONDUCTORS, INC. FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2026 AND 2025

EX-99.2

Filename: ea030451201ex99-2.htm · Sequence: 4

Exhibit 99.2

NHanced

SEMICONDUCTORS, INC.

UNAUDITED FINANCIAL STATEMENTS

March 31, 2026

NHanced Semiconductors, Inc.

Interim Condensed Financial Statements (Unaudited)

Contents

Interim Condensed Balance Sheets as of March 31, 2026 and June 30, 2025

Interim Condensed Statements of Operations for the Three and Nine Months Ended March 31, 2026 and 2025

Interim Condensed Statements of Shareholder’s Equity for the Three and Nine Months Ended March 31, 2026

Interim Condensed Statements of Cash Flows for the Nine Months Ended March 31, 2026 and 2025

Notes to Interim Condensed Financial Statements

NHanced Semiconductors, Inc.

Interim Condensed Balance Sheets

(Unaudited, in thousands, except share

data)

March 31,

2026

June 30,

2025

Assets

Current assets:

Cash and cash equivalents

$ 41

$ 27

Accounts receivable, net

479

1,151

Inventory

7,553

9,756

Prepaid expenses

214

Loan receivable

971

911

Loan to shareholder

Total current assets

9,167

12,121

Property and equipment, net

24,267

21,730

Right-of-use assets, net

16,188

17,020

Loan to shareholder - long-term

7,091

5,928

Other non-current assets

203

Total assets

$ 56,916

$ 57,002

Liabilities and Shareholder’s Equity

Current liabilities:

Accounts payable

$ 4,177

$ 2,152

Accrued expenses

2,555

1,923

Deferred revenue

848

2,905

Current portion of note payable

Other current liabilities

2,396

3,751

Total current liabilities

10,063

10,818

Lease liabilities, net of current portion

16,685

17,057

Note payable

150

363

Deferred tax liability

1,184

1,649

Total liabilities

28,082

29,887

Commitments and Contingencies (see Note 9)

Shareholder’s equity:

Common stock, no par value per share (1,450 shares authorized, 450 shares issued and outstanding)

Additional paid-in capital

100

Retained earnings

28,734

27,015

Total shareholder’s equity

28,834

27,115

Total liabilities and shareholder’s equity

$ 56,916

$ 57,002

See accompanying notes to Interim Unaudited Condensed

Financial Statements.

NHanced Semiconductors, Inc.

Interim Condensed Statements of Operations

(Unaudited, in thousands)

Three Months Ended

Nine Months Ended

March 31,

2026

2025

2026

2025

Total revenue

$ 3,893

$ 6,046

$ 22,499

$ 46,665

Cost of revenue

3,636

4,049

15,847

27,340

Gross profit

257

1,997

6,652

19,325

Operating expenses

Sales and marketing

185

147

489

377

General and administrative

1,988

2,188

6,737

5,440

Total operating expenses

2,173

2,335

7,226

5,817

(Loss) income from operations

(1,916 )

(338 )

(574 )

13,508

Non-operating income (expense)

Interest and other income

783

853

Interest expense

(120 )

(122 )

(360 )

(299 )

(Loss) income before income taxes

(1,253 )

(460 )

(151 )

14,062

Provision for (benefit from) income taxes

(1,870 )

258

Net (loss) income

$ (1,268 )

$ (462 )

$ 1,719

$ 13,804

See accompanying notes to Interim Unaudited Condensed

Financial Statements.

NHanced Semiconductors, Inc.

Interim Condensed Statements of Shareholder’s

Equity

(Unaudited, in thousands, except share amounts)

Three Months Ended March 31, 2026

Additional

Total

Common Stock

Paid-In

Retained

Shareholder’s

Amount

Capital

Earnings

Equity

Balances, January 1, 2026

450

$ -

$ 100

$ 30,002

$ 30,102

Net loss

(1,268 )

Balances, March 31, 2026

450

$ -

$ 100

$ 28,734

$ 28,834

Nine Months Ended March 31, 2026

Additional

Total

Common Stock

Paid-In

Retained

Shareholder’s

Amount

Capital

Earnings

Equity

Balances, July 1, 2025

450

$ -

$ 100

$ 27,015

$ 27,115

Net income

1,719

Balances, March 31, 2026

450

$ -

$ 100

$ 28,734

$ 28,834

Three Months Ended March 31, 2025

Additional

Total

Common Stock

Paid-In

Retained

Shareholder’s

Amount

Capital

Earnings

Equity

Balances, January 1, 2025

450

$ -

$ 100

$ 25,572

$ 25,672

Net loss

(462 )

Balances, March 31, 2025

450

$ -

$ 100

$ 25,110

$ 25,210

Nine Months Ended March 31, 2025

Additional

Total

Common Stock

Paid-In

Retained

Shareholder’s

Amount

Capital

Earnings

Equity

Balances, July 1, 2024

450

$ -

$ 100

$ 11,306

$ 11,406

Net income

13,804

Balances, March 31, 2025

450

$ -

$ 100

$ 25,110

$ 25,210

See accompanying notes to Interim Unaudited Condensed

Financial Statements.

NHanced Semiconductors, Inc.

Interim Condensed Statements of Cash Flows

(Unaudited, in thousands)

Nine Months Ended

March 31,

2026

2025

Cash flows from operating activities:

Net income

$ 1,719

$ 13,804

Adjustments to reconcile net income to net cash used in operations:

Depreciation and amortization

1,693

1,415

Amortization of lease assets

832

Provision for expected credit losses

186

Deferred income taxes

(465 )

Change in operating assets and liabilities

Accounts receivable

486

(43 )

Inventory

2,203

(4,662 )

Prepaid expenses

153

(209 )

Accounts payable

2,025

571

Deferred revenue

(2,057 )

280

Accrued expenses and other current liabilities

(724 )

865

Change in lease liabilities

(371 )

940

Net cash provided by operating activities

5,680

12,961

Cash flows from investing activities:

Purchase of property and equipment

(4,230 )

(8,297 )

Issuance of loan to shareholder, net

(1,193 )

(3,843 )

Issuance of notes receivable

(30 )

(898 )

Net cash used in investing activities

(5,453 )

(13,038 )

Cash flows from financing activities:

Payment of notes payable

(213 )

(74 )

Net cash used in financing activities

(213 )

(74 )

Net increase (decrease) in cash

(151 )

Cash and cash equivalents, beginning of period

545

Cash and cash equivalents, end of period

$ 41

$ 394

Supplemental disclosures of cash flow information:

Cash paid for interest on notes payable

$ 16

$ 24

Cash (refund) paid for income taxes

$ (535 )

$ 241

See accompanying notes to Interim Unaudited Condensed

Financial Statements.

NHanced Semiconductors, Inc.

Notes to Interim Condensed Financial Statements

(Unaudited)

Note 1 – Nature of the Organization and Significant

Accounting Policies

Description of Business

NHanced Semiconductors, Inc. (“NHanced”

or the “Company”) is a U.S.-based independent, pure-play technology foundry that offers advanced semiconductor development

and manufacturing services and advanced packaging services from its fabrication facilities, or fab, in both North Carolina and Indiana.

The Company’s technology-as-a-service model leverages a strong foundation of proprietary technology to co-develop process technology

intellectual property with its customers that enables disruptive concepts through its Advanced Technology Services for diverse microelectronics

(integrated circuits (“ICs”) and related micro and nanotechnology applications. In addition to these differentiated technology

development services, the Company supports customers with volume production of ICs for high-growth markets through its Wafer Services.

The Company’s revenue is derived from customers located in the United States and international markets. The majority of the Company’s

business is from one contract.

Basis of Presentation

The accompanying unaudited Interim Condensed Financial

Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information.

Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management,

these Interim Condensed Financial Statements contain all normal recurring adjustments considered necessary for a fair presentation of

the Company’s financial position at March 31, 2026, the results of operations for the three and nine months ended March 31, 2026

and 2025, and cash flows for the nine months ended March 31, 2026 and 2025. The results for the three and nine months ended March 31,

2026 are not necessarily indicative of the results to be expected for the full year or any other interim period. These statements should

be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2025.

Reclassifications

Certain reclassifications have been made to the fiscal

year 2025 financial statements to conform to the fiscal year 2026 presentation. The reclassifications had no impact on net (loss) income,

total assets, total liabilities, or shareholder’s equity.

Use of Estimates

The preparation of financial statements in conformity

with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that

affect the reported amount of assets, liabilities and disclosures of contingent assets and liabilities, if any, at the date of the financial

statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Accounts Receivable

Accounts receivable are carried at the original invoice

amount less an estimate made for expected credit losses based on the Company’s expectation of losses to be incurred. Based on management’s

review of outstanding receivable balances and historical collection information, management established a $0.2 million reserve for expected

credit losses as of March 31, 2026. Management determined that no reserve was needed as of June 30, 2025.

NHanced Semiconductors, Inc.

Notes to Interim Condensed Financial Statements

(Unaudited)

New Accounting Standards

In December 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income

Tax Disclosures. The amendments in ASU 2023-09 provide improvements primarily related to the rate reconciliation and income taxes paid

information included in income tax disclosures. The Company would be required to qualitatively disclose the nature and effect of the specific

categories of rate reconciliation items and individual jurisdictions. In addition, the Company would be required to disclose income taxes

paid (net of refunds received) by jurisdiction where the amount is equal to or greater than five percent of total income taxes paid (net

of refunds received). The amendments in ASU 2023-09 are effective for years beginning after December 15, 2025. We do not believe this

ASU will have a material impact on our financial statements.

In July 2025, the FASB issued ASU 2025-05, Credit

Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. FASB issued this amendment to simplify the

measurement of expected credit losses for accounts receivable. ASU 2025-05 provides a practical expedient for all entities in developing

reasonable and supportable forecasts for estimating expected credit losses whereby the entity can assume the current conditions as of

the balance sheet date for the remainder of the life of the asset. In addition, private entities may make an accounting election to consider

collection activity after the balance sheet date when estimating expected credit losses. The amendments in ASU 2025-05 are effective for

years beginning after December 15, 2025. We do not believe this ASU will have a material impact on our financial statements.

Subsequent Events

The Company was acquired by Quantum Computing Inc.

(“QCi”) on June 22, 2026. The purchase price was $48.1 million in cash, subject to a working capital adjustment at closing,

$20.0 million placed in escrow and $5.0 million in shares of QCi’s common stock. The escrow amounts are to be paid, with interest,

upon NHanced achieving certain revenue targets as of December 31, 2027 and 2028. In addition, the acquisition agreement includes contingent

consideration of up to $72.0 million based on the achievement of certain post-acquisition performance targets based on revenue as of December

31, 2027 and revenue and EBITDA as of December 31, 2028. All debt was paid off and related party receivables were forgiven at the date

of sale.

In April 2026, the Company entered into an agreement

with Centrust Bank to finance the acquisition of equipment. Under the terms of the agreement, the Company borrowed $3.1 million. The loan

was extinguished in June 2026 in connection with the sale of the Company.

In May 2026, the Company entered into a loan agreement

of $5.0 million with CCUR Holdings, Inc. to fund working capital needs. The loan is subject to a minimum payment of $1,000,000 in interest.

The loan was extinguished in June 2026 in connection with the sale of the Company.

NHanced Semiconductors, Inc.

Notes to Interim Condensed Financial Statements

(Unaudited)

Note 2 – Inventories

Inventories consist of raw materials, supplies and

spare parts, and work-in-process. Work-in-process consists of engineer salaries and materials and overhead costs associated with the wafer

manufacturing development services. Inventories consisted of the following (in thousands):

March 31,

2026

June 30,

2025

Raw materials

$ 206

$ 263

Work-in-Process

7,279

9,379

Finished Goods

114

Inventories

$ 7,553

$ 9,756

Note 3 – Property and Equipment

Property and equipment consisted of the following

(in thousands):

March 31,

2026

June 30,

2025

Construction in progress

$ 4,337

$ 1,601

Computer equipment & software

190

169

Furniture & fixtures

243

214

Production machinery

19,813

18,693

Leasehold improvements

4,416

4,092

Total cost

28,999

24,769

Accumulated depreciation

(4,732 )

(3,039 )

Property and equipment, net

$ 24,267

$ 21,730

The Company recorded depreciation expense of $0.6

million and $0.5 million during the three months ended March 31, 2026 and 2025, respectively, and $1.7 million and $1.4 million during

the nine months ended March 31, 2026 and 2025, respectively.

Note 4 – Revenue Recognition

Revenue is recognized when control of the promised

goods or services are transferred to the Company’s customers, in amounts that reflect the consideration the Company expects to be

entitled to in exchange for those goods or services. To recognize revenue, the Company applies the following five step approach: 1) identify

the contract with the customer, 2) identify the performance obligations in the customer contract, 3) determine the transaction price,

4) allocate the transaction price to the performance obligations in the contract, and 5) recognize the revenues when or as it satisfies

a performance obligation. The Company accounts for a contract when it has approval and commitment from all parties, the rights of the

parties are identified, payment terms are identified, the contract has commercial substance, and collectability of transaction price is

reasonably assured.

NHanced Semiconductors, Inc.

Notes to Interim Condensed Financial Statements

(Unaudited)

At contract inception, the Company applies judgement

in determining the customer’s ability to pay amounts entitled to the Company when due based on a variety of factors including the

customer’s historical payment experience.

The Company primarily derives its revenue from the

performance of Advanced Technology Services (“ATS”) process development services and the manufacture and delivery of wafers

via Wafer Services.

ATS Development - ATS development contracts are focused

on the performance of process development services, the output of which determines the viability of the process. Wafer manufacturing development

services do not include services to manufacture customer wafers at scale. ATS development contracts are complex and wafer manufacturing

development services are often either the lone performance obligation in an ATS development contract, or the performance obligation to

which the majority of the contract value is allocated. The Company has fixed price contracts with its ATS development customers that may

be extended or amended based on results of the initial contract. The Company’s ATS development customers receive the benefits of

these services, and revenue from performance of these services are recognized when the goods are delivered or a milestone is achieved

with no further recourse to the Company.

Wafer Services - Wafers are goods that are generally

customer specific, highly customized and have no alternative use to the Company. Wafer Services customers contract with the Company to

manufacture wafers based on their manufacturing design specifications. The terms of Wafer Services contracts dictate when control over

wafers is transferred to the Company’s customers.

Contract performance is typically defined as “Best

Effort”, “Milestone Achievement” or “Specific Yield” in either numbers or performance. These specifics are

defined as follows:

(1) Best Effort - Work is performed per

specific processes and procedures and results are examined to either prove or disprove viability of said processes and procedures.

(2) Milestone Achievement - Work has been

performed, as determined in the statement of work via purchase order, in a series of steps.

(3) Specific Yield - Results determined

through examination of the final product have been achieved. These can be specific levels of performance or a given percentage of functional

product per a given lot, when produced in mass.

In cases where the contract, purchase order, statement

of work, or other engagement documentation, do not provide specifics, revenue is recognized when the end product is shipped to the customer.

Note 5 – Leases

The Company leases its Indiana facility under a finance

lease and its North Carolina facility and its office location in Illinois under operating leases. The Company determines if an arrangement

is a lease at inception. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Right-of-use assets

represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligations to make

lease payments arising from the lease. Leases are recognized at commencement date based on the present value of lease payments over the

lease term. For leases that do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information

available at the lease commencement date in determining the present value of lease payments. Some of the leases include options to extend

or cancel the lease term, which is only included in the lease liability and right-of-use assets calculation when it is reasonably certain

the Company will exercise that option at the inception of the lease.

NHanced Semiconductors, Inc.

Notes to Interim Condensed Financial Statements

(Unaudited)

The components of lease expense for the three and

nine months ended March 31, 2026 and 2025 were as follows (in thousands):

Three Months Ended

Nine Months Ended

March 31,

2026

2025

2026

2025

Operating lease costs

$ 355

$ 1,066

Finance lease costs:

Amortization of assets

196

174

Interest on lease liabilities

115

114

344

266

Less Sublease Income

(78 )

(69 )

(234 )

(203 )

Total lease costs

$ 457

$ 466

$ 1,372

$ 1,303

Cash paid for amounts included in the measurement of lease obligations:

Operating leases

$ 310

$ 148

$ 930

$ 442

Finance Leases

$ 108

$ 105

$ 323

$ 280

The weighted average remaining lease term and weighted average discount

rates related to leases as of March 31, 2026 are as follows:

March 31,

2026

Weighted average remaining lease term (in years):

Operating leases

11.5

Finance leases

23.3

Weighted average discount rate:

Operating leases

6.68 %

Finance leases

7.00 %

The table below reconciles the undiscounted future

minimum lease payments under these leases to the total lease liabilities recognized on the Interim Condensed Balance Sheet as of March

31, 2026 (in thousands):

Operating

Finance

Total

Fiscal Year ended June 30,

Leases

2026

$ 142

$ 293

$ 435

2027

456

1,182

1,638

2028

458

1,217

1,675

2029

472

1,254

1,726

2030

486

1,291

1,777

Thereafter

12,637

10,598

23,235

Total minimum payments

14,651

15,835

30,486

Less: imputed interest

(3,995 )

(9,276 )

(13,271 )

Present value of lease liabilities

10,656

6,559

17,215

Less: current portion included in other current liabilities

(530 )

Long-term lease liabilities

$ 10,126

$ 6,559

$ 16,685

NHanced Semiconductors, Inc.

Notes to Interim Condensed Financial Statements

(Unaudited)

The Company has combined operating and finance leases on the balance sheet.

Below are the components of operating and finance lease assets and liabilities as well as which line on the balance sheet they are included

(in thousands):

March 31,

2026

June 30,

2025

Operating lease assets

$ 9,937

$ 10,452

Finance lease assets

6,251

6,568

Right-of-use assets, net

$ 16,188

$ 17,020

Operating lease liability, current portion

$ 530

$ 529

Finance lease liability, current portion

Other current liabilities

$ 530

$ 529

Operating lease liability, net of current portion

$ 10,126

$ 10,514

Finance lease liability, net of current portion

6,559

6,543

Lease liabilities, net of current portion

$ 16,685

$ 17,057

In June 2026, the Company entered into amended lease

agreements for its facilities in Illinois and Indiana. These are related party leases and were amended to a term of five years. As a result

of the amendments, future contractual payments were reduced by $7.8 million. The remaining term of the Indiana lease was reduced by approximately

13 years. Upon amendment, all leases will be classified as operating leases, including the Indiana lease that was previously accounted

for as a finance lease.

Note 6 – Related Parties

The Company has advanced funds to its sole shareholder

and has a long-term notes receivable with its sole shareholder in relation to the earnest money deposits for the purchase of real estate

for the Indiana fab and other lease or note payable obligations. These receivables are classified as Loan to Shareholder in the Interim

Condensed Balance Sheets and the details are as follows (in thousands):

March 31,

2026

June 30,

2025

Advance to shareholder

$ 5,637

$ 4,993

Long term receivable with shareholder related to purchase of real estate

1,516

997

Total receivable from shareholder

7,153

5,990

Less: current portion due within one year

(62 )

Long-term portion due after one year

$ 7,091

$ 5,928

The Company also advanced a loan to a related party

in the amount of $1.0 million and $0.9 million as of March 31, 2026 and June 30, 2025, respectively. This receivable is classified as

Loan Receivable in the Interim Condensed Balance Sheets.

The

shareholder and related party receivables were forgiven in June 2026 in connection with the sale of the Company. See Note 1 for further

discussion.

NHanced Semiconductors, Inc.

Notes to Interim Condensed Financial Statements

(Unaudited)

The Company leases office space from its sole shareholder.

Rent paid to the sole shareholder was $0.4 million for the nine months ended March 31, 2026. As of March 31, 2026, total future minimum

payments include $14.6 million owed to the sole shareholder. Upon the amendment in June 2026, as discussed in Note 5, total future minimum

payments owed to the sole shareholder were reduced to $6.8 million.

Note 7 – Notes Payable

The Company has debt arrangements with independent

third-party creditors. The following summarizes the agreements (in thousands):

March 31,

2026

June 30,

2025

$ 237

$ 313

Loan payable to the U.S. Small Business Administration in connection with providing working capital funding for the Company. The loan was originated on June 13, 2020 with an original maturity date of June 13, 2050. Interest accrued at 3.75% per annum with principal and interest payments due monthly. The note was secured by the assets of the Company. The loan was paid off during January 2026.

137

Total notes payable outstanding

237

450

Less: current portion due within one year

(87 )

Long-term portion due after one year

$ 150

$ 363

The Wintrust equipment loan was extinguished in June

2026 in connection with the sale of the Company. See Note 1 for further discussion.

Note 8 – Income Taxes

In March 2026, the Company entered into an agreement

to transfer $1.1 million of redevelopment tax credits. The sale is recorded within interest and other income within the Interim Condensed

Statements of Operations during the three months ended March 31, 2026.

Note 9 – Commitments and Contingencies

Off-balance sheet arrangements

In October 2021, the Company’s sole shareholder

entered into a business loan agreement in the amount of $0.4 million with the U.S. Small Business Administration Growth Corporation. In

January 2025, the Company’s sole shareholder entered into a business loan agreement in the amount of $1.8 million with the U.S.

Small Business Administration Growth Corporation. The Company pledged its land and improvements as collateral to secure these loans. In

November 2025, the Company’s sole shareholder entered into a business loan agreement in the amount of $1.4 million with First Mid

Bank & Trust. The Company pledged its inventory and equipment as collateral to secure the loan.

In the event of a default by the sole shareholder,

the Company would be obligated to perform under the guarantee and repay the outstanding balances of these debts. As of March 31, 2026,

the total outstanding balance of all the guaranteed debt was $3.5 million. These loans were paid off by the Company in June 2026 in connection

with its sale. See Note 1 for further discussion.

EX-99.3 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3

Filename: ea030451201ex99-3.htm · Sequence: 5

Exhibit 99.3

UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL

INFORMATION

On June 22, 2026, Quantum Computing Inc., a Delaware

corporation (the “Company” or “QCi”), 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, 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 “NHanced Acquisition”). The NHanced

Acquisition was completed on June 22, 2026 (the “Closing Date”). Following the closing of the NHanced Acquisition, 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.

Pursuant to the Stock Purchase Agreement, the

aggregate purchase price for the NHanced Acquisition 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 price of Company Common Stock for the 30 trading days ending

five trading days prior to the closing of the NHanced Acquisition (the “Closing Stock Consideration” and, together with the

Closing Cash Consideration, the “Closing Consideration”). At the closing of the NHanced Acquisition, $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.

The NHanced Acquisition will be accounted for

under the acquisition method of accounting for business combinations under the provisions of Financial Accounting Standards Board Accounting

Standards Codification Topic 805, Business Combinations, with the Company representing the accounting acquirer under this guidance. The

unaudited proforma condensed combined financial statements were prepared in accordance with Article 11 of Regulation S-X, as amended by

Securities and Exchange Commission Final Rule Release No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed

Businesses, and are presented to illustrate the estimated effects of the NHanced Acquisition.

The estimated purchase price of the NHanced Acquisition

will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the Closing Date. Any excess

value of the estimated consideration transferred over the net assets acquired will be recognized as goodwill. The Company has made a preliminary

allocation of the purchase price to the assets acquired and liabilities assumed based on management’s preliminary valuation of the

fair value of tangible and intangible assets acquired and liabilities assumed using information currently available. The finalization

of the Company’s purchase accounting assessment may result in changes to the valuation of assets acquired and liabilities assumed,

which could have a material impact on the accompanying unaudited proforma condensed combined financial statement presentation.

On February 2, 2026 (the “LSI closing date”),

the Company completed its acquisition of Luminar Semiconductor, Inc. (“LSI”), a manufacturer and seller of photonic components

that are important building blocks on QCi’s technology roadmap (“LSI Acquisition”). The purchase price was $110.0 million

in cash, subject to a dollar-for-dollar adjustment to the extent that the working capital at closing was greater or less than the target

working capital of $8.1 million. The consideration paid by the Company at closing consisted of approximately $97.5 million in cash, along

with $11.0 million placed with an escrow agent at signing. The escrow will remain in place for twelve months following the LSI closing

date to cover certain limited indemnification obligations of the Seller. The LSI Acquisition was accounted for using the acquisition method

of accounting for business combinations under the provisions of ASC 805.

The unaudited proforma condensed combined balance

sheet is presented as if the NHanced Acquisition occurred on March 31, 2026. The unaudited proforma condensed combined statements of operations

for the three months ended March 31, 2026 and for the year ended December 31, 2025 were prepared as if the NHanced Acquisition and LSI

Acquisition had occurred on January 1, 2025. For all periods after February 2, 2026, LSI’s results were included in the QCi consolidated

financial statements.

On March 4, 2026, QCi completed its acquisition

of NuCrypt, LLC (“NuCrypt”). The purchase price was $2.5 million in cash, subject to a working capital adjustment at closing,

and 250,000 shares of QCi’s common stock. Proforma effects of NuCrypt have not been presented in the accompanying unaudited proforma

condensed combined statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025, as this

transaction is immaterial to the Company’s financial position and results of operations.

As the difference between QCi’s and NHanced’s

fiscal year-end dates is more than one fiscal quarter, the unaudited proforma condensed combined statement of operations for the year

ended December 31, 2025 is prepared using QCi’s audited consolidated statement of operations for the year ended December 31, 2025

and NHanced’s unaudited condensed combined statement of operations for the twelve months ended December 31, 2025, which is derived

by adding the audited statement of operations for the year ended June 30, 2025 and unaudited condensed statement of operations for the

six months ended December 31, 2025 and subtracting the unaudited condensed statement of operations for the six months ended December

31, 2024, as permitted under Rule 11-02 of Regulation S-X.

The unaudited proforma condensed combined statement of operations for the fiscal quarter ended March 31, 2026 is prepared using

QCi’s unaudited consolidated statement of operations for the fiscal quarter ended March 31, 2026 and NHanced’s unaudited

condensed combined statement of operations for the fiscal quarter ended March 31, 2026.

The

following unaudited proforma condensed combined financial information is derived from the historical financial statements of QCi, LSI

and NHanced, and should be read in conjunction with:

● QCi’s

audited consolidated financial statements and notes thereto included in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025.

● LSI’s

historical consolidated financial statements included in Exhibit 99.2 of the Company’s

Report on Form 8-K/A filed with the SEC on April 17, 2026.

● NHanced’s

historical financial statements included in Exhibit 99.1 of this Current Report on Form 8-K/A.

Assumptions

underlying the proforma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited proforma

condensed combined financial information.

The unaudited proforma condensed combined financial

information is based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited

proforma condensed combined financial information and related notes are presented for illustrative purposes only, and do not purport to

represent what the actual consolidated combined balance sheet or statement of income would have been had the NHanced Acquisition and LSI

Acquisition occurred on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations

or financial position. Additionally, the unaudited proforma condensed combined financial statements do not reflect the costs of any integration

activities or benefits that may result from the realization of future cost savings from operating efficiencies, or any revenue, tax, or

other synergies that may result from the NHanced Acquisition and LSI Acquisition.

QUANTUM COMPUTING INC. AND SUBSIDIARIES

UNAUDITED PROFORMA CONDENSED COMBINED BALANCE

SHEET

AS OF MARCH 31, 2026

(in thousands)

Historical

Measurement Period

Transaction

Other Proforma

Proforma Condensed

QCi

NHanced

Adjustments

Note

Adjustments

Note

Adjustments

Note

Combined

ASSETS

Current assets:

Cash and cash equivalents

$ 257,711

$ 41

$ -

$ (68,825 )

$ -

$ 188,927

Accounts receivable, net

4,281

479

4,760

Inventory

4,112

7,553

(3,349 )

8,316

Short term investments

728,401

Accrued interest receivable

5,346

Prepaid expenses and other current assets

5,225

5,331

Loan to shareholder

(62 )

Loan receivable

971

(971 )

Total current assets

1,005,076

9,167

(73,207 )

941,081

Property and equipment, net

16,942

24,267

(7,143 )

34,066

Right-of-use assets, net

5,206

16,188

(3,376 )

18,018

Intangible assets, net

19,191

10,596

35,871

65,658

Goodwill

146,511

(10,641 )

29,305

165,175

Long-term investments

422,818

Accrued interest receivable - long term

4,517

Other non-current assets

273

203

(203 )

273

Loan to shareholder - long-term

7,091

(7,091 )

Total assets

$ 1,620,534

$ 56,916

$ -

$ (25,844 )

$ -

$ 1,651,606

LIABILITIES AND SHAREHOLDER’S EQUITY

Current liabilities:

Accounts payable

2,707

4,177

6,884

Accrued expenses

8,342

2,555

10,897

Deferred revenue

1,882

848

2,730

Current portion of note payable

(87 )

Other current liabilities

2,144

2,396

(1,272 )

3,268

Total current liabilities

15,075

10,063

(1,359 )

23,779

Derivative liability

4,597

Lease liabilities, net of current portion

3,678

16,685

(4,271 )

16,092

Note payable

150

(150 )

Other non-current liabilities

3,770

Deferred tax liability

1,184

Total liabilities

23,350

28,082

(2,010 )

49,422

Contingencies

Shareholder’s equity

Preferred stock

Common stock

Additional paid-in capital

1,823,284

100

4,900

1,828,284

(Accumulated deficit) Retained earnings

(223,206 )

28,734

(28,734 )

(223,206 )

Accumulated other comprehensive income

(2,917 )

Total shareholder’s equity

1,597,184

28,834

(23,834 )

1,602,184

Total liabilities and mezzanine and shareholder’s equity

$ 1,620,534

$ 56,916

$ -

$ (25,844 )

$ -

$ 1,651,606

See notes to unaudited proforma condensed combined

financial statements

QUANTUM COMPUTING INC. AND SUBSIDIARIES

UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

(in thousands, except per share data)

Historical

LSI Transaction

LSI Measurement Period

NHanced Transaction

NHanced Other Proforma

Proforma Condensed

QCi

LSI

NHanced

Adjustments

Note

Adjustments

Note

Adjustments

Note

Adjustments

Note

Combined

Total revenue

$ 3,691

$ 1,742

$ 3,893

$ -

$ 9,326

Cost of revenue

4,412

1,561

3,636

402

576

2h, 2l

10,655

Gross (loss) profit

(721 )

181

257

(68 )

(402 )

(576 )

(1,329 )

Operating expenses

Research and development

6,969

324

7,293

Sales and marketing

1,597

208

185

(16 )

(23 )

721

2,672

General and administrative

11,263

189

1,988

(6,637 )

6,803

Impairment charges

Total operating expenses

19,829

721

2,173

(6,653 )

(23 )

721

16,768

Loss from operations

(20,550 )

(540 )

(1,916 )

6,585

(379 )

(1,297 )

(18,097 )

Non-operating income (expense)

Interest and other income, net

13,495

130

783

(780 )

13,628

Interest expense

(171 )

(120 )

(291 )

Change in fair value of derivative liability

3,176

(Loss) income before income taxes

(4,050 )

(410 )

(1,253 )

6,585

(379 )

(1,297 )

(780 )

(1,584 )

Provision for income taxes

Net loss

$ (4,050 )

$ (410 )

$ (1,268 )

$ 6,585

$ (379 )

$ (1,297 )

$ (780 )

$ (1,599 )

Other comprehensive loss:

Unrealized losses on available-for-sale debt securities

(3,822 )

Total comprehensive loss

$ (7,872 )

$ (5,421 )

Loss per share:

Basic and Diluted

$ (0.02 )

$ (0.01 )

Weighted average shares used in computing net loss per common share:

Basic and Diluted

223,986

447

224,433

See notes to unaudited proforma condensed combined

financial statements

QUANTUM COMPUTING INC. AND SUBSIDIARIES

UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEAR ENDED DECEMBER 31, 2025

(in thousands, except per share data)

Historical

LSI Transaction

LSIMeasurement Period

LSI

Other Proforma

Historical

NHanced

Transaction

NHanced

Other Proforma

Proforma Condensed

QCi

LSI

Adjustments

Note

Adjustments

Note

Adjustments

Note

NHanced

Adjustments

Note

Adjustments

Note

Combined

Total revenue

$ 682

$ 29,779

$ -

$ 35,052

$ -

$ 65,513

Cost of revenue

615

26,323

815

1,606

(1,389 )

19,194

2,191

2h, 2l

49,355

Gross profit

3,456

(815 )

(1,606 )

1,389

15,858

(2,191 )

16,158

Operating expenses

Research and development

20,473

4,369

(19 )

24,823

Sales and marketing

3,431

2,813

(188 )

(92 )

580

2,882

9,426

General and administrative

27,240

6,773

6,431

(392 )

9,586

2,084

2l, 2j

51,722

Impairment charges

4,842

(4,842 )

Total operating expenses

51,144

18,797

6,243

(92 )

(5,253 )

10,166

4,966

85,971

(Loss) income from operations

(51,077 )

(15,341 )

(7,058 )

(1,514 )

6,642

5,692

(7,157 )

(69,813 )

Non-operating income (expense)

Interest and other income, net

20,718

2,480

23,235

Interest expense

(65 )

(824 )

(889 )

Change in fair value of derivative liability

11,750

(Loss) income before income taxes

(18,674 )

(12,861 )

(7,058 )

(1,514 )

6,642

4,905

(7,157 )

(35,717 )

Provision for (benefit from) income taxes

(1,100 )

1,100

477

Net (loss) income

$ (18,674 )

$ (11,761 )

$ (7,058 )

$ (1,514 )

$ 5,542

$ 4,428

$ (7,157 )

$ -

$ (36,194 )

Other comprehensive loss:

Unrealized gain on available-for-sale debt securities (net of tax)

905

Total comprehensive loss

$ (17,769 )

$ (35,289 )

Loss per share:

Basic and Diluted

$ (0.11 )

$ (0.22 )

Weighted average shares used in computing net loss per common share:

Basic and Diluted

164,492

447

164,939

See notes to unaudited proforma condensed combined

financial statements

QUANTUM COMPUTING INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED

FINANCIAL STATEMENTS

1. Description of transaction: On June 22, 2026 (the “Closing Date”), the Company

completed the acquisition of NHanced. The cash paid and total purchase price at the Closing Date were calculated as follows (in

thousands):

Initial cash purchase price

$ 48,100

Plus: contingent consideration paid to escrow

20,000

Plus: adjustments per purchase agreement for working capital

684

Total cash payments at close

68,784

Equity consideration at fair value

5,000

Plus: Fair value of contingent consideration not yet paid

3,770

Preliminary Purchase Price

$ 77,554

The table below represents the preliminary

purchase price allocation for NHanced based on estimates, assumptions, valuations and other analyses as if the acquisition had occurred on March 31, 2026, which is the assumed

acquisition date for purposes of the proforma balance sheet (in thousands):

Assets acquired:

Cash and cash equivalents

$ -

Accounts receivable

479

Inventory

4,204

Prepaid expenses and other current assets

Property and equipment, net

17,124

Right-of-use assets

12,812

Intangible assets, net

35,871

70,551

Liabilities assumed:

Accounts payable

4,177

Accrued expenses

2,555

Deferred revenue and contract liabilities

848

Other current liabilities

1,124

Other non-current liabilties

1,184

Lease liabilities, net of current portion

12,414

22,302

Total identifiable net assets acquired

48,249

Goodwill

29,305

Preliminary purchase price

$ 77,554

The estimated purchase consideration

and purchase price allocation are preliminary and are subject to change until management finalizes the fair values of assets acquired

and liabilities assumed. The final amounts allocated to assets acquired and liabilities assumed, and therefore, calculation of goodwill,

are dependent upon certain valuation and other studies that have not yet been completed and could differ materially from the amounts presented

in the unaudited proforma condensed combined financial statements. Accordingly, the actual goodwill may be materially different from the

estimate included in these unaudited proforma combined financial statements.

The purchase price allocation disclosed

in future periodic reports will be based on the fair values of assets acquired and liabilities assumed as of the acquisition date in accordance

with ASC 805. Consequently, the allocation of purchase consideration, including the amounts assigned to identifiable intangible assets

and goodwill, may differ from the amounts presented in these unaudited pro forma financial statements due to differences between the acquisition

date and the pro forma balance sheet date.

2. Transaction

adjustments: The unaudited proforma condensed combined balance sheet is presented as

if the NHanced Acquisition occurred on March 31, 2026. The unaudited proforma condensed combined

statements of operations for the three months ended March 31, 2026 and for the year ended

December 31, 2025 were prepared as if the NHanced Acquisition and LSI Acquisition had occurred

on January 1, 2025. For all periods after February 2, 2026, LSI’s results were included

in the QCi consolidated financial statements. The unaudited proforma condensed combined statements

of operations reflect the following adjustments:

2a To

record the cash consideration paid on the Closing Date of $48.1 million in cash, plus $20.0

million placed into escrow, plus a working capital adjustment at closing of $0.7 million.

adjust the NHanced acquired assets and assumed liabilities as of March 31, 2026 to fair value.

To record acquired identifiable intangibles of $35.9 million consisting of Developed Technology $17.9 million, Customer Relationships $15.1 million and Tradename $2.9 million.

2d In

conjunction with the NHanced Acquisition, the Sellers forgave related party receivables in

the amount of $8.1 million.

To record the goodwill of $29.3 million related to the NHanced Acquisition representing the purchase price in excess of total identifiable net assets acquired assuming the acquisition occurred on March 31, 2026.

2f To record $5.0 million of Closing Stock Consideration offset

by the elimination of $0.1 million of NHanced’s historical additional paid-in-capital.

2g To eliminate NHanced’s historical retained earnings.

2h To adjust amortization expense for changes in acquired intangible

assets resulting from purchase accounting.

2i To record LSI transaction expenses of $6.6 million, offset

by the change in amortization expense for intangible assets resulting from purchase accounting.

2j To

record transaction expenses of $2.1 million incurred after the NHanced proforma balance sheet

date.

2k During

the three months ended June 30, 2026, QCi recorded measurement period adjustments of $10.6

million related to LSI associated with acquired intangible assets and prepaid assets. These

adjustments resulted in corresponding changes to goodwill and amortization expense.

2l To

adjust depreciation expense for changes in acquired assets resulting from purchase accounting.

2m To

reverse LSI transaction expenses of $6.6 million already reflected in the 12/31/25 proforma

statement of operations as well as the change in amortization expense for intangible assets

resulting from purchase accounting.

To record a liability of $3.8 million for the fair value of contingent consideration related to

the NHanced acquisition.

To record equity consideration of 447,000 shares valued using the stock price as of the NHanced

acquisition date.

3. Other

proforma adjustments: The following adjustments reflect nonrecurring items that will

not recur beyond twelve months.

3a To

adjust for a $1.8 million payment made by LSI in 2025 in final settlement of a prior acquisition.

The amount was expensed during the year ended December 31, 2025.

3b To

adjust for impairment charges incurred by LSI during the year ended December 31, 2025.

3c To

adjust for the deferred tax benefit recorded by LSI during the year ended December 31, 2025

that was related to correcting a prior period deferred tax liability.

3d To

adjust for $1.1 million sale of non-recurring tax credits, offset by $0.3 million in non-recurring

professional fees, recorded by NHanced during the three months ended March 31, 2026.

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v3.26.1

Cover

Jun. 22, 2026

Cover [Abstract]

Document Type

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Amendment Description

This Amendment No. 1 on Form

8-K/A (this “Amendment”) amends the Current Report on Form 8-K (the “Original 8-K”) of Quantum Computing

Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on June 23, 2026,

which reported, among other things, the completion of the acquisition of all of the issued and outstanding shares of common stock of NHanced

Semiconductors, Inc. (“NHanced”), a Delaware corporation, pursuant to a Stock Purchase Agreement, dated June 22, 2026,

among the Company, 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, as Seller Representative (the “Acquisition”).

Document Period End Date

Jun. 22, 2026

Entity File Number

001-40615

Entity Registrant Name

QUANTUM COMPUTING INC.

Entity Central Index Key

0001758009

Entity Tax Identification Number

82-4533053

Entity Incorporation, State or Country Code

Entity Address, Address Line One

5 Marine View Plaza

Entity Address, Address Line Two

Suite 214

Entity Address, City or Town

Hoboken

Entity Address, State or Province

Entity Address, Postal Zip Code

07030

City Area Code

703

Local Phone Number

436-2161

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Title of 12(b) Security

Common Stock, par value $0.0001 per share

Trading Symbol

QUBT

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

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