Form 8-K

8-K — Quantum Computing Inc.

Accession: 0001213900-26-054470

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0001758009

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0289878-8k_quantum.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 11, 2026

QUANTUM COMPUTING INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40615

82-4533053

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5 Marine View Plaza, Suite 214

Hoboken, NJ

07030

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code (703) 436-2161

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock (par value $0.0001 per share)

QUBT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 11, 2026, Quantum Computing Inc. (the “Company”)

issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished

as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, including Exhibit

99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 (the “Section”) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall

it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or

the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated May 11, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

QUANTUM COMPUTING INC.

Date: May 11, 2026

By:

/s/ Christopher Roberts

Christopher Roberts

Chief Financial Officer

EX-99.1 — PRESS RELEASE DATED MAY 11, 2026

EX-99.1

Filename: ea028987801ex99-1.htm · Sequence: 2

Exhibit 99.1

Quantum Computing Inc. Reports First Quarter

2026 Financial Results

● Q1 revenue increases to $3.7 million from $39 thousand

in Q1 ‘25

● Company completes two strategic acquisitions advancing

its product roadmap to deliver practical quantum and photonics solutions

● Ends quarter with $1.4 billion in cash, cash equivalents

and investments

HOBOKEN, NJ – May 11, 2026 – Quantum

Computing Inc. (“QCi” or the “Company”) (Nasdaq: QUBT), a quantum optics and integrated photonics company, today

released financial results for the three months ended March 31, 2026.

Dr. Yuping Huang, Chief

Executive Officer of QCi, commented, “QCi made significant operational progress in the first quarter of 2026, furthering our mission

of delivering accessible, scalable, and affordable quantum machines and photonic solutions for practical use across high-growth markets,

including high-performance computing, artificial intelligence, cybersecurity, aerospace and defense, and advanced sensing and imaging. As

demand for faster and more efficient data processing grows, it is becoming increasingly clear that photonics will be a critical component

of future technological advancements given its low power consumption and ability to operate at room temperature. During the first quarter

we strengthened our position in this space, and made significant progress in advancing our technology roadmap and continued to grow our

commercial momentum.

“We completed two key acquisition opportunities

in the quarter, closing the acquisitions of Luminar Semiconductor, Inc. (“LSI”), and NuCrypt, LLC (“NuCrypt”),

improving our path to scalable manufacturing and bolstering our portfolio of quantum communications and photonics solutions. We are currently

integrating LSI and NuCrypt into QCi. These acquisitions bring established capabilities in lasers, detectors and advanced packaging, broad

R&D and manufacturing capabilities, and an experienced team of engineers and scientists, further expanding our talent base and execution

capacity. As we move through 2026, we remain focused on expanding our strategic partnerships, scaling our technology and manufacturing

capabilities, and continuing to advance our mission of putting quantum-enabled solutions into the hands of people.”

First Quarter 2026 Financial Highlights

● First quarter 2026 revenues totaled approximately $3.7 million

compared to $39 thousand in the first quarter of 2025. The year-over-year increase was driven primarily by the acquisition of LSI in

February 2026, and, to a lesser extent, NuCrypt in March 2026.

● Operating expenses totaled $19.8 million compared to $8.3

million in the first quarter of 2025, up 139%, largely reflecting higher personnel costs across research and development, sales and marketing,

and general and administrative functions and higher expenses primarily associated with acquisition-related transaction expenses.

● The Company reported a net loss of $4.1 million, or $0.02

per basic share for the first quarter of 2026, compared to net income of $17.0 million or $0.13 per basic share, for the prior-year period.

The year-over-year change in net loss was primarily driven by the decrease in the non-cash gain on the mark-to-market of the Company’s

derivative liability (which relates to warrants issued for the merger with QPhoton in June 2022) and higher operating expenses.

● Total assets at March 31, 2026 were approximately $1.6 billion,

relatively unchanged compared to December 31, 2025. Cash, cash equivalents and investments totaled approximately $1.4 billion at March

31, 2026, compared to approximately $1.5 billion at year-end 2025.

● Total liabilities at March 31, 2026 were $23.4 million, an

increase of $2.7 million compared to year-end 2025.

● As of March 31, 2026, the Company had stockholders’

equity totaling $1.6 billion.

● As of March 31, 2026, contract backlog was approximately

$16 million.

First Quarter 2026 Operational Highlights

● Acquisition of Luminar Semiconductor, Inc.: During

the first quarter, QCi completed the acquisition of Luminar Semiconductor, Inc. in an all-cash transaction valued at $110 million. LSI

manufactures and sells a portfolio of photonic components and brings established capabilities in lasers, detectors, advanced packaging,

and manufacturing, complementing QCi’s position in thin film lithium niobate (“TFLN”) integrated photonics.

● Acquisition of NuCrypt, LLC: During the first quarter,

QCi completed the acquisition of NuCrypt, LLC, a quantum communications technology company, in a transaction valued at $5 million. By

integrating NuCrypt’s suite of quantum communications systems and products, QCi expects to advance its technology roadmap while

extending its portfolio of quantum communications and quantum photonics solutions.

● Placed Quantum Optimization Machine on Quantum Corridor

Network: QCi announced during the first quarter the placement of a QCi Dirac-3 quantum optimization machine on Quantum Corridor’s

network, a multi-state quantum-safe commercial communication network in North America. The partnership with Quantum Corridor will allow

for enhanced, secure and on-demand Dirac-3 access for institutions and commercial customers on Quantum Corridor’s network.

● Quantum Photonic Chip Foundry Update: QCi’s

Fab 1 facility, currently purposed for research and development and prototyping, has been ramping up small-batch manufacturing and has

begun to generate early revenue. The Company has been actively exploring options for a planned Fab 2 facility, with the goal of further

expanding production capacity.

Earnings Conference Call

The Company

will host its first quarter 2026 call today, Monday, May 11, 2026, at 4:30 p.m. ET. To access the live webcast of the conference call,

visit the QCi Investor Relations page at https://quantumcomputinginc.com/investor-relations. Investors may also access the webcast via

the following link: https://www.webcaster5.com/Webcast/Page/3051/53987.

To participate in the call

by phone, dial (888) 506-0062 approximately five minutes prior to the scheduled start time. International callers please dial (973) 528-0011.

Callers should use access code: 639951.

A replay

of the teleconference will be available until May 25, 2026, and may be accessed by dialing (877) 481-4010. International callers may dial

(919) 882-2331. Callers should use conference ID: 53987.

About Quantum Computing Inc.

Quantum Computing Inc.

(Nasdaq: QUBT) is a quantum optics and integrated photonics company focused on delivering accessible, scalable, and cost-effective quantum

machines and photonic solutions. The Company provides foundry services for thin-film lithium niobate (“TFLN”) photonic chips

and offers a vertically integrated portfolio spanning photonics components, subsystems, and full-stack systems.

Designed to operate at

room-temperature with low-power requirements, QCi’s technologies enable practical deployment across high-growth markets, including

high-performance computing, artificial intelligence, cybersecurity, aerospace and defense, and advanced sensing and imaging.

Headquartered in Hoboken,

New Jersey, QCi has operations in Arizona, California, Illinois, Massachusetts and Virginia. By combining advanced materials, device

engineering, and scalable manufacturing, QCi delivers integrated quantum and photonics technologies, accelerating commercialization and

real-world adoption.

Company

Contact:

John Nesbett/Zach

Nevas

IMS Investor

Relations

investors@quantumcomputinginc.com

Forward-Looking Statements

This press

release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such

forward-looking statements to be covered by the safe harbor provisions for forward looking statements contained in Section 27A of the

Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”). All statements contained in this press release other than statements of historical fact, including,

without limitation, statements regarding our expectations of future results, operational expansion and business strategy are forward-looking

statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,”

“anticipate,” “intend,” “expect,” “strategy,” “future,” “could,”

“would,” “project,” “plan,” “target,” and similar expressions are intended to identify

forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises

nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance

or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking

statements, including but not limited to, future demand for quantum and photonic products, the Company’s ability to scale its technology

and manufacturing, the Company’s ability to integrate and benefit from recent acquisitions, and the factors, risks and uncertainties

included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as such factors may be updated from time to time

in our other filings with the Securities and Exchange Commission (the “SEC”), accessible on the SEC’s website at www.sec.gov

and the Investor Relations section of our website at https://quantumcomputinginc.com/investor-relations, which could cause our actual

results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking

statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking

statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

QUANTUM COMPUTING INC.

Condensed Consolidated Statements of Operations

and Comprehensive (Loss) Income

(Unaudited, in thousands, except per share data)

Three Months Ended

March 31,

2026

2025

Total revenue

$ 3,691

$ 39

Cost of revenue

4,412

Gross (loss) profit

(721 )

Operating expenses

Research and development

6,969

2,985

Sales and marketing

1,597

672

General and administrative

11,263

4,642

Total operating expenses

19,829

8,299

Loss from operations

(20,550 )

(8,286 )

Non-operating income (expense)

Interest and other income

13,495

1,696

Interest expense

(171 )

(58 )

Change in fair value of derivative liability

3,176

23,630

(Loss) income before income tax provision

(4,050 )

16,982

Income tax provision

Net (loss) income

(4,050 )

16,982

Other comprehensive (loss) income:

Unrealized losses on available-for-sale debt securities

(3,822 )

Total comprehensive (loss) income

$ (7,872 )

$ 16,982

(Loss) earnings per share:

Basic

$ (0.02 )

$ 0.13

Diluted

$ (0.02 )

$ 0.11

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

Basic

223,986

135,217

Diluted

223,986

153,006

QUANTUM COMPUTING INC.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except par value data)

March 31,

2026

December 31,

2025

Assets

Current assets:

Cash and cash equivalents

$257,711

$737,880

Accounts receivable, net

4,281

519

Inventory

4,112

352

Short-term investments

728,401

379,421

Accrued interest receivable

5,346

3,634

Prepaid expenses and other current assets

5,225

11,914

Total current assets

1,005,076

1,133,720

Property and equipment, net

16,942

12,971

Operating lease right-of-use assets

5,206

2,353

Intangible assets, net

19,191

6,500

Goodwill

146,511

55,573

Long-term investments

422,818

403,121

Accrued interest receivable - long term

4,517

4,551

Other non-current assets

273

131

Total assets

$ 1,620,534

$ 1,618,920

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$ 2,707

$ 778

Accrued expenses

8,342

9,135

Deferred revenue

1,882

395

Other current liabilities

2,144

766

Total current liabilities

15,075

11,074

Derivative liability

4,597

7,773

Operating lease liabilities

3,678

1,808

Total liabilities

23,350

20,655

Commitments and Contingencies (see Note 10)

Stockholders’ equity:

Preferred stock, $0.0001 par value, 1,550 shares Series A Preferred authorized; no shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively; 3,080 shares of Series B Preferred Stock authorized; no shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Common stock, $0.0001 par value, 250,000 shares authorized; 225,494 and 224,165 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

1,823,284

1,816,494

Accumulated deficit

(223,206 )

(219,156 )

Accumulated other comprehensive (loss) income

(2,917 )

905

Total stockholders’ equity

1,597,184

1,598,265

Total liabilities and stockholders’ equity

$ 1,620,534

$ 1,618,920

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