# Quantum Computing Inc. (QUBT) 10-Q SEC filing - Q3 FY2025

- Filed: Nov 14, 2025
- Fiscal quarter: Q3 FY2025
- Calendar quarter: Q3 2025
- Accession: 0001213900-25-110814
- OpenCapital page: https://www.opencapital.sh/filings/0001213900-25-110814
- Markdown URL: https://www.opencapital.sh/filings/0001213900-25-110814.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1758009/0001213900-25-110814-index.htm

## Filing documents

- [10-Q (ea0264309-10q_quantum.htm)](https://www.sec.gov/Archives/edgar/data/1758009/000121390025110814/ea0264309-10q_quantum.htm)
- [EMPLOYMENT AGREEMENT BY AND BETWEEN QUANTUM COMPUTING INC. AND CHRISTOPHER ROBER (ea026430901ex10-1_quantum.htm)](https://www.sec.gov/Archives/edgar/data/1758009/000121390025110814/ea026430901ex10-1_quantum.htm)
- [CERTIFICATION (ea026430901ex31-1_quantum.htm)](https://www.sec.gov/Archives/edgar/data/1758009/000121390025110814/ea026430901ex31-1_quantum.htm)
- [CERTIFICATION (ea026430901ex31-2_quantum.htm)](https://www.sec.gov/Archives/edgar/data/1758009/000121390025110814/ea026430901ex31-2_quantum.htm)
- [CERTIFICATION (ea026430901ex32-1_quantum.htm)](https://www.sec.gov/Archives/edgar/data/1758009/000121390025110814/ea026430901ex32-1_quantum.htm)
- [CERTIFICATION (ea026430901ex32-2_quantum.htm)](https://www.sec.gov/Archives/edgar/data/1758009/000121390025110814/ea026430901ex32-2_quantum.htm)

---

## 10-Q

SEC source: [ea0264309-10q_quantum.htm](https://www.sec.gov/Archives/edgar/data/1758009/000121390025110814/ea0264309-10q_quantum.htm)

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-Q**

☒ **QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES** **EXCHANGE ACT OF 1934**

For the quarterly period ended September 30, 2025

or

**☐ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES** **EXCHANGE ACT OF 1934**

For the transition period from __________ to __________

Commission File Number**:** 001-40615

**QUANTUM COMPUTING INC.**

(Exact name of registrant as specified in its charter)

**Delaware** **82-4533053**

(State or other jurisdiction of    incorporation or organization) (I.R.S. 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) 436-2121

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 $.0001 QUBT The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant
is large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒

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. ☐

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of November 13, 2025, there were 224,123,304 shares of the registrant’s
common stock outstanding.

**QUANTUM COMPUTING INC.**

**TABLE OF CONTENTS**

|  |  | **Page  No.** |
| --- | --- | --- |
| **PART I.** | [**FINANCIAL INFORMATION**](#KJ_001) | F-1 |
| Item 1. | [Financial Statements (Unaudited)](#KJ_002) | F-1 |
|  | [Condensed Consolidated Balance Sheets](#KJ_003) | F-1 |
|  | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](#KJ_004) | F-2 |
|  | [Condensed Consolidated Statements of Mezzanine and Stockholders’ Equity](#KJ_005) | F-3 |
|  | [Condensed Consolidated Statements of Cash Flows](#KJ_006) | F-5 |
|  | [Notes to the Unaudited Condensed Consolidated Financial Statements](#KJ_007) | F-6 |
| Item 2. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#KJ_019) | 1 |
| Item 3. | [Quantitative and Qualitative Disclosures About Market Risk](#KJ_008) | 7 |
| Item 4. | [Controls and Procedures](#KJ_009) | 7 |
| **PART II.** | [**OTHER INFORMATION**](#KJ_010) | 8 |
| Item 1. | [Legal Proceedings](#KJ_011) | 8 |
| Item 1A. | [Risk Factors](#KJ_012) | 10 |
| Item 2. | [Unregistered Sales of Equity Securities and Use of Proceeds](#KJ_013) | 10 |
| Item 3. | [Defaults Upon Senior Securities](#KJ_014) | 10 |
| Item 4. | [Mine Safety Disclosures](#KJ_015) | 10 |
| Item 5. | [Other Information](#KJ_016) | 10 |
| Item 6. | [Exhibits](#KJ_017) | 11 |

i

**PART I – FINANCIAL INFORMATION**

## Item 1. Financial Statements (Unaudited)

**Item 1. Condensed Consolidated Financial Statements**

**QUANTUM COMPUTING INC.**

### Condensed Consolidated Balance Sheets

_(Unaudited, in thousands, except par value data)_

| Line item | September 30, 2025 | December 31, 2024 |
| --- | --- | --- |
| Assets |  |  |
| Current assets: |  |  |
| Cash and cash equivalents | $352,436 | $78,945 |
| Accounts receivable, net | 491 | 27 |
| Inventory | 956 | 18 |
| Short-term investments | 203,136 | - |
| Accrued interest receivable | 4,889 | - |
| Prepaid expenses and other current assets | 885 | 161 |
| Total current assets | 562,793 | 79,151 |
| Property and equipment, net | 12,675 | 8,212 |
| Operating lease right-of-use assets | 2,520 | 1,522 |
| Intangible assets, net | 7,005 | 8,972 |
| Goodwill | 55,573 | 55,573 |
| Long-term investments | 257,473 | - |
| Other non-current assets | 131 | 129 |
| Total assets | $898,170 | $153,559 |
| Liabilities and Stockholders’ Equity |  |  |
| Current liabilities: |  |  |
| Accounts payable | $1,170 | $1,372 |
| Accrued expenses | 1,500 | 2,134 |
| Deferred revenue | 323 | 79 |
| Other current liabilities | 641 | 974 |
| Total current liabilities | 3,634 | 4,559 |
| Derivative liability | 14,743 | 40,532 |
| Operating lease liabilities | 1,943 | 1,181 |
| Total liabilities | 20,320 | 46,272 |
| Commitments and Contingencies (see Note 9) |  |  |
| Stockholders’ equity: |  |  |
| Preferred stock, $0.0001 par value, 1,550 shares Series A Preferred authorized; no shares issued and outstanding as September 30, 2025 and December 31, 2024; 3,080 shares of Series B Preferred Stock authorized; no shares issued and outstanding as of September 30, 2025 and December 31, 2024 | - | - |
| Common stock, $0.0001 par value, 250,000 shares authorized; 186,908 and 129,012 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | 19 | 13 |
| Additional paid-in capital | 1,095,457 | 307,756 |
| Accumulated deficit | (217,600) | (200,482) |
| Accumulated other comprehensive loss | (26) | - |
| Total shareholders’ equity | 877,850 | 107,287 |
| Total liabilities and shareholders’ equity | $898,170 | $153,559 |

*The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.*

F-1

**QUANTUM COMPUTING INC.**

### Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

_(Unaudited, in thousands, except per share data)_

| Line item | Three Months Ended / September 30, 2025 | Three Months Ended / September 30, 2024 | Nine Months Ended / September 30, 2025 | Nine Months Ended / September 30, 2024 |
| --- | --- | --- | --- | --- |
| Total revenue | $384 | $101 | $484 | $311 |
| Cost of revenue | 258 | 92 | 319 | 233 |
| Gross profit | 126 | 9 | 165 | 78 |
| Operating expenses |  |  |  |  |
| Research and development | 4,509 | 2,244 | 13,469 | 6,560 |
| Sales and marketing | 787 | 363 | 2,139 | 1,243 |
| General and administrative | 5,234 | 2,840 | 13,418 | 9,298 |
| Total operating expenses | 10,530 | 5,447 | 29,026 | 17,101 |
| Loss from operations | (10,404) | (5,438) | (28,861) | (17,023) |
| Non-operating income (expense) |  |  |  |  |
| Interest and other income | 3,544 | 70 | 7,083 | 180 |
| Interest expense | (4) | (307) | (120) | (462) |
| Change in fair value of derivative liability | 9,246 | - | 4,780 | - |
| Income (loss) before income tax provision | 2,382 | (5,675) | (17,118) | (17,305) |
| Income tax provision | - | - | - | - |
| Net income (loss) | 2,382 | (5,675) | (17,118) | (17,305) |
| Other comprehensive loss |  |  |  |  |
| Unrealized losses on available-for-sale debt securities | (26) | - | (26) | - |
| Total comprehensive income (loss) | $2,356 | $(5,675) | $(17,144) | $(17,305) |
| Income (Loss) per share: |  |  |  |  |
| Basic | $0.01 | $(0.06) | $(0.12) | $(0.19) |
| Diluted | $0.01 | $(0.06) | $(0.12) | $(0.19) |
| Weighted average shares used in computing net income (loss) per common share: |  |  |  |  |
| Basic | 160,399 | 93,048 | 145,752 | 89,063 |
| Diluted | 166,833 | 93,048 | 145,752 | 89,063 |

*The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.*

F-2

**QUANTUM COMPUTING INC.**

Condensed Consolidated
Statements of Mezzanine and Stockholders’ Equity

*(Unaudited, in thousands)*

_Three Months Ended September 30, 2025_

| Line item | Mezzanine / Equity | Series A / Preferred Stock / Shares | Series A / Preferred Stock / Amount | Common Stock / Shares | Common Stock / Amount | Additional / Paid-In / Capital | Accumulated / Deficit | Accumulated / Other / Comprehensive / Loss | Total / Stockholders’ / Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balances, July 1, 2025 | - | - | - | 157,911 | $16 | $615,948 | $(219,982) | - | $395,982 |
| Issuance of shares for cash, net of issuance costs | - | - | - | 26,867 | 3 | 474,882 | - | - | 474,885 |
| Issuance of shares related to exercise of warrants | - | - | - | 1,922 | - | 1,555 | - | - | 1,555 |
| Stock-based compensation | - | - | - | 208 | - | 3,072 | - | - | 3,072 |
| Stock-based compensation for services | - | - | - | - | - | - | - | - | - |
| Net income | - | - | - | - | - | - | 2,382 | - | 2,382 |
| Unrealized losses on available-for-sale debt securities | - | - | - | - | - | - | - | (26) | (26) |
| Balances, September 30, 2025 | - | - | - | 186,908 | $19 | $1,095,457 | $(217,600) | $(26) | $877,850 |

_Nine Months Ended September 30, 2025_

| Line item | Mezzanine / Equity | Series A / Preferred Stock / Shares | Series A / Preferred Stock / Amount | Common Stock / Shares | Common Stock / Amount | Additional / Paid-In / Capital | Accumulated / Deficit | Accumulated / Other / Comprehensive / Loss | Total / Stockholders’ / Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balances, January 1, 2025 | - | - | - | 129,012 | $13 | $307,756 | $(200,482) | - | $107,287 |
| Issuance of shares for cash, net of issuance costs | - | - | - | 49,065 | 5 | 756,522 | - | - | 756,527 |
| Issuance of shares related to exercise of warrants | - | - | - | 3,478 | - | 23,420 | - | - | 23,420 |
| Stock-based compensation | - | - | - | 5,353 | 1 | 7,741 | - | - | 7,742 |
| Stock-based compensation for services | - | - | - | - | - | 18 | - | - | 18 |
| Net loss | - | - | - | - | - | - | (17,118) | - | (17,118) |
| Unrealized losses on available-for-sale debt securities | - | - | - | - | - | - | - | (26) | (26) |
| Balances, September 30, 2025 | - | - | - | 186,908 | $19 | $1,095,457 | $(217,600) | $(26) | $877,850 |

*The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.*

F-3

**QUANTUM COMPUTING INC.**

Condensed Consolidated Statements of Mezzanine
and Stockholders’ Equity

*(Unaudited, in thousands)*

_Three Months Ended September 30, 2024_

| Line item | Mezzanine / Equity | Series A Preferred Stock / Shares | Series A Preferred Stock / Amount | Common Stock / Shares | Common Stock / Amount | Additional Paid-In / Capital | Accumulated / Deficit | Total Stockholders’ / Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balances, July 1, 2024 | $6,829 | 1,241 | - | 94,416 | $9 | $209,086 | $(143,570) | $65,525 |
| Issuance of shares for cash | - | - | - | - | - | - | - | - |
| Repurchase of redeemable shares | (1,366) | (248) | - | - | - | - | - | - |
| Stock-based compensation | - | - | - | - | - | 587 | - | 587 |
| Stock-based compensation for services | - | - | - | - | - | 2 | - | 2 |
| Net loss | - | - | - | - | - | - | (5,675) | (5,675) |
| Balances, September 30, 2024 | $5,463 | 993 | - | 94,416 | $9 | $209,675 | $(149,245) | $60,439 |

_Nine Months Ended September 30, 2024_

| Line item | Mezzanine / Equity | Series A Preferred Stock / Shares | Series A Preferred Stock / Amount | Common Stock / Shares | Common Stock / Amount | Additional Paid-In / Capital | Accumulated / Deficit | Total Stockholders’ / Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balances, January 1, 2024 | - | 1,490 | - | 77,451 | $8 | $200,635 | $(131,940) | $68,703 |
| Issuance of shares for cash | - | - | - | 16,605 | 1 | 14,628 | - | 14,629 |
| Reclassification of Series A preferred stock to mezzanine equity | 8,195 | - | - | - | - | (8,195) | - | (8,195) |
| Repurchase of redeemable shares | (2,732) | (497) | - | - | - | - | - | - |
| Stock-based compensation | - | - | - | 218 | - | 2,473 | - | 2,473 |
| Stock-based compensation for services | - | - | - | 142 | - | 134 | - | 134 |
| Net loss | - | - | - | - | - | - | (17,305) | (17,305) |
| Balances, September 30, 2024 | $5,463 | 993 | - | 94,416 | $9 | $209,675 | $(149,245) | 60,439 |

*The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.*

F-4

**QUANTUM COMPUTING INC.**

### Condensed Consolidated Statements of Cash Flows

_(Unaudited, in thousands)_

| Line item | Nine Months Ended / September 30, 2025 | Nine Months Ended / September 30, 2024 |
| --- | --- | --- |
| Cash flows from operating activities: |  |  |
| Net loss | $(17,118) | $(17,305) |
| Adjustments to reconcile net loss to net cash used in operations |  |  |
| Depreciation and intangibles amortization | 3,038 | 2,542 |
| Amortization of issuance costs | - | 323 |
| Change in fair value of derivative liability | (4,780) | - |
| Amortization of operating lease right-of-use assets | 373 | 206 |
| Other recognized losses (gains) | - | 31 |
| Stock-based compensation expense | 6,236 | 2,680 |
| Stock-based compensation expense for services | 18 | 21 |
| Change in operating assets and liabilities |  |  |
| Accounts receivable | (464) | 2 |
| Inventory | (938) | (168) |
| Accrued interest receivable | (4,889) | - |
| Prepaid expenses and other current assets | (724) | (115) |
| Other non-current assets | (2) | - |
| Accounts payable | (202) | (539) |
| Deferred revenue | 244 | 48 |
| Accrued expenses and other current liabilities | 336 | 20 |
| Operating lease liabilities | (406) | (185) |
| Net cash used in operating activities | (19,278) | (12,439) |
| Cash flows from investing activities: |  |  |
| Purchase of property and equipment | (5,534) | (3,170) |
| Purchases of available-for-sale debt securities | (460,635) | - |
| Net cash used in investing activities | (466,169) | (3,170) |
| Cash flows from financing activities: |  |  |
| Proceeds raised from financial liabilities, net of issuance costs | - | 6,995 |
| Payments of financial liabilities, net of interest | - | (2,063) |
| Series A Preferred stock dividend payments | - | (215) |
| Repurchase of Series A preferred stock | - | (2,732) |
| Proceeds from stock issuance related to ATM facility | - | 14,629 |
| Proceeds from exercise of warrants | 2,411 | - |
| Proceeds from issuance of common stock | 756,527 | - |
| Net cash provided by financing activities | 758,938 | 16,614 |
| Net increase in cash and cash equivalents | 273,491 | 1,005 |
| Cash and cash equivalents, beginning of period | 78,945 | 2,059 |
| Cash and cash equivalents, end of period | $352,436 | $3,064 |
| Supplemental disclosures of cash flow information: |  |  |
| Cash paid for interest | - | $31 |
| Non-cash investing and financing activities: |  |  |
| Leased assets obtained in exchange for new operating lease liabilities | $1,371 | $777 |
| Fair value of derivative liability reclassed to additional paid-in capital due to exercise of warrants | $21,009 | - |
| Reclassification of Series A preferred stock to mezzanine equity | - | $8,195 |
| Valuation of derivative associated with convertible financial liability | - | $666 |
| Issuance of stock awards expensed in 2024, awarded in 2025 | $1,506 | - |

*The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.*

F-5

**QUANTUM COMPUTING INC.**

Notes to the Unaudited Condensed Consolidated
Financial Statements

September 30, 2025

### **Note 1. Nature of the Organization and Business**

*Corporate History*

Quantum Computing Inc. (“QCi” or
the “Company”) was formed in the State of Nevada on July 25, 2001, under its original name, Ticketcart, Inc., which was changed
to Innovative Beverage Group Holdings, Inc. in 2009. The Company redomiciled to Delaware on February 22, 2018 and changed its name to
Quantum Computing Inc. Effective July 20, 2018, the trading symbol for the Company’s common stock, par value $0.0001, on the OTC
Market changed from “IBGH” to “QUBT”. On July 15, 2021, the Company uplisted to The Nasdaq Stock Market LLC.
On June 16, 2022, the Company merged (the “QPhoton Merger”) with QPhoton, Inc. (“QPhoton”), a developer of quantum
photonic systems and related technologies and applications. The QPhoton Merger enabled us to develop hardware applications integrated
with the Company’s software platform, Qatalyst, that existed before the QPhoton Merger.

*Nature of Business*

QCi is an American company utilizing integrated
photonics and non-linear quantum optics to develop and deliver machines for quantum computing, reservoir computing, and remote sensing,
imaging and cybersecurity applications based on patented and proprietary photonics technology. QCi’s products are designed to operate
at room temperature and at very low power levels compared to other quantum systems currently available in the market, such as superconducting,
ion-trap, or annealing architectures. Our core photonics technology enables the execution of a go-to-market strategy which emphasizes
scalability, accessibility and affordability. Our quantum machines, supported by professional services through our “Quantum Solutions”
offering, enable subject matter experts (SMEs) and end users to deliver critical business solutions involving highly complex optimization
problems.

The leading applications of our quantum offerings
today are our Entropy Quantum Computing (“EQC”), reservoir computing, and quantum secured networks. Our longer-term product
development plan is to migrate their current designs, as well as other product designs based on discrete components, to a set of TFLN
optical integrated circuits built on TFLN wafers.

*Liquidity*

The accompanying condensed consolidated financial
statements have been prepared on a going concern basis, which contemplates the continuity of operations, the realization of assets, and
the satisfaction of liabilities in the normal course of business. We have not achieved a level of sales adequate to support the Company’s
cost structure. The Company has historically incurred losses and negative cash flows from operations. During the nine months ended September
30, 2025, the Company issued 49.1 million shares of common stock for net proceeds of $756.5 million. As of September 30, 2025, the Company
had cash and cash equivalents and short-term investments on hand of $555.6 million, an accumulated deficit of $217.6 million, and working
capital of $559.2 million. As a result, the Company believes it has adequate cash and cash equivalents on hand to meet its obligations
over the next 12 months.

### **Note 2. Significant Accounting Policies**

*Basis of Presentation and Principles of Consolidation:*

The Company prepares its consolidated financial
statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined
by the Financial Accounting Standards Board (the “FASB”), including Accounting Standards Codification (“ASC”)
810, *Consolidation*. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s
fiscal year end is December 31.

F-6

Furthermore, the accompanying unaudited condensed
consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP for interim financial information and
the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of
the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s unaudited condensed consolidated
financial statements have been included. The results of operations for the three and nine months ended September 30, 2025 are not necessarily
indicative of the results that may be expected for the year ending December 31, 2025 or any future period. The unaudited condensed consolidated
balance sheet as of December 31, 2024 has been derived from audited consolidated financial statements at that date, but does not include
all disclosures required by U.S. GAAP for complete financial statements. The information included in this Quarterly Report on Form 10-Q
should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
“Risk Factors,” and the audited consolidated financial statements and notes thereto included in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2024.

*Reclassifications*

Certain reclassifications have been made to the
fiscal 2024 condensed consolidated financial statements to confirm with the fiscal 2025 presentation. The reclassifications had no impact
on net loss, total assets, total liabilities, or mezzanine and stockholders’ equity.

*Risk and Uncertainties*

The Company is subject to certain risks and uncertainties
and believes changes in any of the following areas could have a material adverse effect on the Company’s future consolidated financial
position or consolidated results of operations or cash flows: new product development, including market receptivity; litigation or claims
against the Company based on intellectual property, patent, product regulation or other factors; competition from other products; general
economic conditions; the ability to attract and retain qualified employees; and, ultimately, to sustain profitable operations.

*Use of Estimates*

These unaudited condensed consolidated financial
statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported
amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management
include the valuation of goodwill and intangible assets, deferred tax assets, equity-based transactions and liquidity assessment. Actual
results may differ from these estimates.

*Cash and Cash Equivalents*

Highly liquid investments with a maturity of three
months or less when purchased are considered to be cash equivalents. The Company maintains its cash in mutual funds and deposit and money
market accounts with high quality financial institutions which, at times, may exceed federally insured limits. As of September 30, 2025
and December 31, 2024, the Company had $294.7 million and $78.9 million, respectively, in cash equivalents invested in mutual funds. As
of September 30, 2025 and December 31, 2024, the Company had $57.4 million and $0, respectively, invested in short-term US Treasury Notes.
The Company has not experienced any losses on these deposits and believes it is not exposed to significant credit risk on cash.

*Operating Leases*

The Company determines if an arrangement is a
lease at inception. Operating lease right-of-use (“ROU”) assets are included in right-of-use assets, net on the consolidated
balance sheets. The current and long-term components of operating lease liabilities are included in the other current liabilities and
operating lease liabilities, respectively, on the consolidated balance sheets.

Operating lease ROU assets and operating lease
liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s
leases do not provide an implicit rate, and the Company uses an incremental borrowing rate based on the information available at the
commencement date in determining the present value of future payments. Certain leases may include options to extend or terminate the
lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term
of 12 months or less are not recorded on the consolidated balance sheet. All of our leases are comprised of office space leases, and
as of September 30, 2025 and December 31, 2024, the Company was not party to any finance leases.

F-7

*Valuation of Goodwill*

The Company reviews goodwill for impairment on
an annual basis or whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company performs
an annual impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized
for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed
the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax-deductible goodwill carrying
amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The Company has determined
that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach
to assess impairment, its common stock price is an important component of the fair value calculation. If the Company’s stock price
continues to experience significant price and volume fluctuations, this will impact the fair value of the reporting unit and can lead
to potential impairment in future periods. The Company performs its annual impairment test during the fourth quarter of each fiscal year.
As of September 30, 2025, we had not identified any factors that indicated there was an impairment of our goodwill and determined that
no additional impairment analysis was then required.

*Property and Equipment*

Property and equipment are stated at cost or
contributed value. Depreciation of furniture, software and equipment is calculated using the straight-line method over their estimated
useful lives, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the
lease term. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences
between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. Maintenance and
repair costs are expensed as incurred.

*Impairment of Long-Lived Assets*

The Company has long-lived assets such as tangible
property and equipment, identified intangible assets consisting of acquired patents and core technology. When events or changes in circumstances
occur that could indicate the carrying value of long-lived assets may not be recoverable, the Company assesses recoverability by determining
whether the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. If
the undiscounted cash flow is less, an impairment charge is recognized for the excess of the carrying amounts of these assets over the
fair values. Fair values are determined by discounted future cash flows, appraisals or other methods.

During the three and nine months ended September
30, 2025 and 2024, the Company did not record any impairment related to long-lived assets.

*Fair Value of Financial Instruments*

The carrying amount of certain financial instruments
held by the Company, such as accounts receivable, contract assets and liabilities, accounts payable, and accrued and other current liabilities,
approximate fair value due to their short maturities. The carrying amount of the liabilities for the convertible preferred stock warrants
represent their fair value. The carrying amounts of the Company’s borrowings and lease liabilities approximate fair value due to
the market interest rates that these obligations bear and interest rates currently available to the Company.

Fair value is defined as the exchange price that
would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset
or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair
value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level
valuation hierarchy for disclosure of fair value measurements as follows:

Level  1 Unadjusted quoted prices  in active markets for identical assets or liabilities;

Level  2 Inputs other than quoted  prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that  are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities;  and

Level  3 Unobservable inputs that  are supported by little or no market activity for the related assets or liabilities.

F-8

The categorization of a financial instrument within
the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As of September 30,
2025 and December 31, 2024, $294.7 million and $78.9 million, respectively, of the Company’s cash and cash equivalents were in Level
1 assets, comprised of U.S. Government mutual funds. As of September 30, 2025 the Company available-for sale securities of $517.9 million
were in Level 2 assets, comprised of U.S. Treasuries and corporate debt securities. The Company had $14.7 million and $40.5 million as
of September 30, 2025 and December 31, 2024, respectively, in Level 3 liabilities, which are comprised of derivative liabilities. See
Note 10, *Capital Stock – Warrants*, for a full discussion of the warrant liability.

*Research and Development Cost**s***

Research and development costs include costs
directly attributable to the conduct of research and development programs, including the cost of services provided by outside contractors,
acquiring work-in-progress intellectual property, development, and mandatory compliance fees and contractual obligations. All costs associated
with research and development are expensed as incurred.

*Income Taxes*

The Company uses the asset and liability method
of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable
to differences between the carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities.
Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, management
concludes that it is more-likely-than-not that the deferred tax assets will not be realized. Realization of deferred tax assets is also
dependent upon future earnings, if any, the timing and amount of which are uncertain.

The Company records a liability for the uncertain
tax positions taken or expected to be taken on the Company’s tax return when it is more-likely-than-not that the tax position might
be challenged despite the Company’s belief that the tax return positions are fully supportable, and additional taxes will be due
as a result. To the extent that the assessment of such tax positions changes, for example, based on the outcome of a tax audit, the change
in estimate is recorded in the period in which the determination is made. The provision for income taxes includes the impact of provisions
for uncertain tax positions.

*Net Income (Loss) Per Share*

Basic net income (loss) per common share is computed
by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net loss per common
share includes the potential dilutive effect of additional common shares that would have been outstanding if the common share equivalents
had been issued (computed using the “If-Converted” method), unless the effect of such issuances would have been anti-dilutive.
Because the impact of these items is generally anti-dilutive during periods of net loss, there is no difference between basic and diluted
income (loss) per common share for periods with net losses.

F-9

The following table sets forth the computation
of basic and diluted income (loss) per share (in thousands, except per share data):

| Basic net income (loss) per common share: | Three Months Ended / September 30, 2025 | Three Months Ended / September 30, 2024 | Nine Months Ended / September 30, 2025 | Nine Months Ended / September 30, 2024 |
| --- | --- | --- | --- | --- |
| Numerator: |  |  |  |  |
| Net income (loss) available to common stockholders | $2,382 | $(5,675) | $(17,118) | $(17,305) |
| Denominator: |  |  |  |  |
| Weighted average outstanding shares of common share - basic | 160,399 | 93,048 | 145,752 | 89,063 |
| Income (loss) per common share - basic | $0.01 | $(0.06) | $(0.12) | $(0.19) |
| Diluted net earnings (loss) per common share: |  |  |  |  |
| Numerator: |  |  |  |  |
| Net income (loss) available to common stockholders | $2,382 | $(5,675) | $(17,118) | $(17,305) |
| Denominator: |  |  |  |  |
| Weighted average common shares outstanding - basic | 160,399 | 93,048 | 145,752 | 89,063 |
| Effect of dilutive securities | 6,434 | - | - | - |
| Weighted average common shares outstanding - diluted | 166,833 | 93,048 | 145,752 | 89,063 |
| Income (loss) per common share - diluted | $0.01 | $(0.06) | $(0.12) | $(0.19) |

For the nine months ended September 30, 2025 and
the three and nine months ended September 30, 2024, all outstanding warrants, options and unvested restricted common stock were not included
in the dilutive net loss per common share calculation as including them would have been anti-dilutive. For the three months ended September
30, 2025 warrants to purchase 800,827 shares related to the QPhoton merger were not included in the dilutive net income per common share
calculation as including them would have been anti-dilutive.

*Recently Issued Accounting Pronouncements*

From time to time, new accounting pronouncements
are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise
discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our condensed
consolidated financial position or results of operations upon adoption.

On December 14, 2023, the FASB issued Accounting
Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under ASU 2023-09, entities
are required to uniformly classify and present greater disaggregation of information in the rate reconciliation and income taxes paid.
ASU 2023-09 is intended to benefit users of the consolidated financial statements by improving transparency and decision usefulness of
income tax disclosures. The new standard is effective for annual periods beginning after December 15, 2024 for public companies. The
Company adopted ASU 2023-09 as of January 1, 2025. The standard did not have a material effect on the Company’s condensed consolidated
financial statements.

F-10

In November 2024, the FASB issued ASU 2024-03, *Income Statement – Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses* (“ASU 2024-03”),
which requires public entities to provide disaggregated disclosures of certain expense captions presented on the face of the income statement
into specific categories within the notes to the consolidated financial statements. ASU 2024-03 is effective for the Company’s annual
periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption
permitted. The ASU may be applied either on a prospective or retrospective basis. The Company is currently evaluating the impact of the
adoption of ASU 2024-03 on its condensed consolidated financial statements and related disclosures.

On July 30, 2025, the FASB issued ASU 2025-05, *Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*, which
amends ASC 326-20 to provide a practical expedient (for all entities) and an accounting policy election (for all entities, other than
public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts
receivable and current contract assets that arise from transactions accounted for under ASC 606. The standard is effective for annual
reporting periods beginning after December 15, 2025, including interim periods, and allows for early adoption. The Company is currently
evaluating the impact on its condensed consolidated financial statements and related disclosures.

Other recent authoritative guidance issued by
the FASB (including technical corrections to the ASC) and the SEC did not or are not expected to have a material effect on our condensed
consolidated financial statements.

### **Note 3. Segment Reporting**

Our Chief Operating Decision Maker (“CODM”),
the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated
level. Accordingly, our CODM uses condensed consolidated net income (loss) to measure segment profit or loss, allocate resources and assess
performance. Further, the CODM reviews and utilizes natural expenses, such as employee wages and benefits at a consolidated level, to
manage the Company’s operations and strategic growth initiatives. The following table presents segment information of revenue, significant
expenses and net income (loss) (in thousands):

| Line item | Three Months Ended / September 30, 2025 | Three Months Ended / September 30, 2024 | Nine Months Ended / September 30, 2025 | Nine Months Ended / September 30, 2024 |
| --- | --- | --- | --- | --- |
| Revenue | $384 | $101 | $484 | $311 |
| Less: |  |  |  |  |
| Salaries and employee related costs | 3,104 | 2,451 | 10,343 | 7,287 |
| Stock-based compensation | 3,072 | 765 | 6,254 | 2,701 |
| Rent and facilities | 419 | 202 | 1,077 | 551 |
| Professional services and legal fees | 1,325 | 768 | 3,842 | 2,312 |
| Technology & IT costs | 469 | 255 | 1,728 | 715 |
| Other sales and marketing costs | 721 | 188 | 1,457 | 524 |
| Depreciation and amortization expense | 1,176 | 851 | 3,038 | 2,542 |
| Other operational expense | 502 | 59 | 1,606 | 702 |
| Operating loss | (10,404) | (5,438) | (28,861) | (17,023) |
| Other income (loss) |  |  |  |  |
| Interest and other income | 3,544 | 70 | 7,083 | 180 |
| Interest expense | (4) | (307) | (120) | (462) |
| Change in fair value of derivative and warrant liabilities | 9,246 | - | 4,780 | - |
| Segment net income (loss) | $2,382 | $(5,675) | $(17,118) | $(17,305) |

F-11

### **Note 4. Income Taxes**

The Company accounts for income taxes under the
asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences
between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are established, when necessary, to
reduce deferred tax assets to amounts that are more likely than not to be realized. As of September 30, 2025, the Company has a valuation
allowance against all of its net deferred tax assets.

The total effective tax rate was 0% for each of
the nine months ended September 30, 2025 and 2024.

For each of the nine months ended September 30,
2025 and 2024, the Company’s effective tax rate differed from the federal statutory rate of 21%, primarily due to the valuation
allowance placed against its net deferred tax assets.

The Company did not pay any material state income
tax during the three months and nine months ended September 30, 2025 and 2024.

Loss carryovers are generally subject to modification
by tax authorities until three years after they have been utilized; as such, the Company is subject to examination for the fiscal years
ended 2018 through present.

*Uncertain Tax Positions*

The Company recognizes the financial statement
effects of a tax position when it becomes more likely than not, based upon the technical merits, that the position will be sustained
upon examination. The Company currently has approximately $264 thousand of uncertain tax positions as of September 30, 2025, all of which
are related to R&D tax credits and are accounted as contra-deferred tax assets. The Company does not expect any significant changes
to its uncertain tax positions in the coming 12 months.

### **Note 5. Available-For-Sale Debt Securities**

The following table summarizes available-for sale debt securities held
by the Company as of September 30, 2025:

| Line item | Remaining / Contractual / Maturity | Amortized / Cost | Gross / Unrealized / Gains | Gross / Unrealized / Losses | Fair Value |
| --- | --- | --- | --- | --- | --- |
| U.S. Treasuries | 1 to 5 years | $396,482 | $80 | - | $396,562 |
| Corporate debt securities | 1 to 9 years | 121,476 | - | (106) | 121,370 |
| Total available-for-sale debt securities |  | $517,958 | $80 | $(106) | $517,932 |

The Company may from time to time sell its available-for-sale
debt securities. There were no realized gains or losses on sales of available-for-sale debt securities for the three or nine months ended
September 30, 2025. The Company’s investment portfolio includes callable securities that may be called prior to maturity. There
were no realized gains or losses on called available-for-sale debt securities for the three and nine months ended September 30, 2025.

The aggregated net unrealized loss on available-for-sale
debt securities in the amount of $26 thousand has been recorded in accumulated other comprehensive loss in the Company’s consolidated
balance sheet as of September 30, 2025.

### **Note 6. Intangible Assets, net**

As a result of the QPhoton Merger, the Company
has the following amounts related to intangible assets (in thousands):

| Line item | September 30, 2025 / Gross Carrying Amount | September 30, 2025 / Accumulated Amortization | September 30, 2025 / Net Carrying Amount | December 31, 2024 / Gross Carrying Amount | December 31, 2024 / Accumulated Amortization | December 31, 2024 / Net Carrying Amount |
| --- | --- | --- | --- | --- | --- | --- |
| Non-compete agreement with founder | $3,251 | $(3,251) | - | $3,251 | $(2,800) | $451 |
| Website domain name and trademark | 1,009 | (673) | 336 | 1,009 | (521) | 488 |
| Technology and licensed patents | 12,731 | (6,062) | 6,669 | 12,731 | (4,698) | 8,033 |
| Total | $16,991 | $(9,986) | $7,005 | $16,991 | $(8,019) | $8,972 |

F-12

The Company recorded amortization expense of
the Company’s intangible assets of $505 thousand and $780 thousand during the three months ended September 30, 2025 and 2024, respectively,
and $2.0 million and $2.3 million during the nine months ended September 30, 2025 and 2024, respectively. The Company expects future
amortization expense to be the following (in thousands):

| Line item | Amortization |
| --- | --- |
| 2025 (remaining three months) | $505 |
| 2026 | 2,021 |
| 2027 | 1,903 |
| 2028 | 1,819 |
| 2029 | 757 |
| Total | $7,005 |

### **Note 7. Property and Equipment, net**

The Company’s property and equipment are
primarily located at the Company’s leased facilities in Hoboken, NJ and Tempe, AZ and consist of (in thousands):

| Line item | September 30, 2025 | December 31, 2024 |
| --- | --- | --- |
| Computer and lab equipment | $12,123 | $8,438 |
| Network equipment | 32 | 29 |
| Furniture and fixtures | 98 | 37 |
| Software | 276 | 77 |
| Leasehold improvements | 2,171 | 597 |
| Total cost of property and equipment | 14,700 | 9,178 |
| Accumulated depreciation | (2,025) | (966) |
| Property and equipment, net | $12,675 | $8,212 |

The Company recorded depreciation expense of
$671 thousand and $75 thousand during the three months ended September 30, 2025 and 2024, respectively, and $1.1 million and $214 thousand
during the nine months ended September 30, 2025 and 2024, respectively, using useful lives of the Company’s long-lived assets as
follows:

| Line item | Estimated Useful / Life (Years) |
| --- | --- |
| Computer and lab equipment | 5 |
| Network equipment | 4 |
| Furniture and fixtures | 7 |
| Software | 3 |
| Leasehold improvements | Lesser of lease term or 5 |

Maintenance and repairs are charged to operations
when incurred. When property and equipment are sold or otherwise disposed, the asset account and related accumulated depreciation and
amortization accounts are relieved, and any gain or loss is included in other income or expense. There were no significant gains or losses
in the three and nine months ended September 30, 2025 or 2024.

### **Note 8. Operating Leases**

As of September 30, 2025, the Company has use
of space in three different locations, Hoboken, NJ, Tempe, AZ, and Arlington, VA, under lease or membership agreements, which expire
at various dates through July 31, 2030. The Company’s leases do not provide an implicit rate, and the rates implicit in our leases
are not readily determinable. Therefore, the Company uses its incremental borrowing rate as the discount rate when measuring operating
lease assets and liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease
commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company’s
leases all contain options to extend or renew the lease or membership term.

F-13

The table below reconciles the undiscounted future
minimum lease payments under these operating leases to the total operating lease liabilities recognized on the consolidated balance sheet
as of September 30, 2025 (in thousands):

The Company’s operating lease commitments
as of September 30, 2025 are as follows (in thousands):

| Year | Lease Payments / Due |
| --- | --- |
| 2025 (remaining three months) | $78 |
| 2026 | 1,001 |
| 2027 | 1,028 |
| 2028 | 665 |
| 2029 | 213 |
| Thereafter | 126 |
| Total minimum payments | 3,111 |
| Less: imputed interest | (527) |
| Present value of operating lease liabilities | 2,584 |
| Less: current portion included in other current liabilities | (641) |
| Long-term operating lease liabilities | $1,943 |

Other information related to operating lease
liabilities consists of the following (in thousands):

| Line item | Three Months Ended / September 30, 2025 | Three Months Ended / September 30, 2024 | Nine Months Ended / September 30, 2025 | Nine Months Ended / September 30, 2024 |
| --- | --- | --- | --- | --- |
| Cash paid for operating lease liabilities | $212 | $83 | $517 | $248 |

| Line item | September 30, 2025 | December 31, 2024 |
| --- | --- | --- |
| Weighted average remaining lease term in years | 3.37 | 3.30 |
| Weighted average discount rate | 10.80% | 10.00% |

### **Note 9. Commitments and Contingencies**

*Indemnification Arrangements*

We enter into standard indemnification arrangements
in our ordinary course of business. Pursuant to these arrangements, we indemnify, hold harmless, and agree to reimburse the indemnified
parties for losses suffered or incurred by the indemnified parties (generally our business partners or customers) in connection with
any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to our products.
The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential
amount of future payments we could be required to make under these agreements is not determinable. We have never incurred costs to defend
lawsuits or settle claims related to these indemnification agreements. As a result, we believe the estimated fair value of these agreements
is minimal.

We have entered into indemnification agreements
with our directors and officers that may require us to indemnify our directors and officers against liabilities that may arise by reason
of their status or service as directors or officers, other than liabilities arising from willful misconduct of a culpable nature. These
agreements also require us to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified
and to make good faith determination whether or not it is practicable for us to obtain directors and officers insurance. We currently
have directors and officers liability insurance.

*Legal Proceedings*

From time to time, we may be involved in legal
proceedings arising in the ordinary course of business. In general, management believes that ordinary course of business matters will
not have a material adverse effect on our condensed consolidated financial position or results of operations and are adequately covered
by our liability insurance. However, it is possible that condensed consolidated cash flows or results of operations could be materially
affected in any particular period by the unfavorable resolution of one of more of these contingencies or because of the diversion of
management’s attention and the incurrence of significant expenses.

See Part II, Item 1, *Legal Proceedings*,
in this Form 10-Q for additional details on the status of motions in the following proceedings.

F-14

BV Advisory v. QCi Breach Lawsuit

At the time of the QPhoton Merger in June 2022,
QPhoton had an outstanding balance of principal and interest due to BV Advisory Partners LLC (“BV Advisory”) based on a note
purchase agreement that QPhoton had entered into with BV Advisory on March 1, 2021 (the “BV Note Purchase Agreement”). Accordingly,
the Company had recorded an estimated payable, recognized as other current liabilities on the condensed consolidated financial statements,
based on best available information in the amount of $536 thousand as of December 31, 2024. During the quarter ended September 30 2025,
this amount was settled for $750K with the remaining amount recognized once the settlement agreement was finalized.

On August 16, 2022, BV Advisory filed a complaint
in the Court of Chancery of the State of Delaware naming QPhoton, the Company and certain of the Company’s directors and officers
(among others) as defendants seeking, among other relief, monetary damages for an alleged breach of the BV Note Purchase Agreement. During
the year ended December 31, 2024, BV Advisory’s other claims were dismissed by the Delaware Chancery Court and BV Advisory transferred
its claim for breach of the BV Note Purchase Agreement to the Delaware Superior Court. On July 17, 2025, the Company, Keith Barksdale
(“Barksdale”) (the managing member of BV Advisory), and BV Advisory entered into a settlement agreement pursuant to which
BV Advisory, dismissed its claims under the BV Note Purchase Agreement with prejudice. The terms of the settlement agreement are summarized
in Part II, Item 1. Legal Proceedings.

BV Advisory v. QCi Appraisal Action

BV Advisory was a shareholder of QPhoton, Inc.,
the predecessor in interest to QPhoton, LLC, a wholly owned subsidiary of the Company (both referred to as “QPhoton” in this
Legal Proceedings discussion). BV Advisory rejected the Merger Consideration (as defined below) and on October 13, 2022 filed a petition
in the Delaware Chancery Court seeking appraisal of the shares of QPhoton it owned (which shares represented 10% of the shares of QPhoton
outstanding immediately prior to the Company’s acquisition of QPhoton). The Company included BV Advisory’s ownership of QPhoton
in the purchase price accounting for the QPhoton Merger.

The Company’s total purchase price of QPhoton
was approximately $71.0 million, or $69.9 million net of cash acquired, consisting of Company common stock, Series B Preferred Stock
and the QPhoton Warrants (as defined below). While the total shares of the Company’s common stock on an as-converted basis offered
in the QPhoton Merger was 36,600,823 (the “Merger Consideration”), the fair market valuation contemplated 31,299,417 of the
shares, which assumed full conversion of the 2,377,028 shares of Series B Preferred Stock to common stock at the 10:1 ratio, and that
only 1,726,931 of the warrants to purchase up to 7,028,337 shares of the Company’s common stock (the “QPhoton Warrants”)
would eventually be exercised (specifically only the QPhoton Warrants for which the associated Company options and/or warrants had an
exercise price at or below $2.27 at the time of the QPhoton Merger).

Accordingly, as of September 30, 2025 and December
31, 2024, the Company had neither issued 2,957,251 shares of the Company’s common stock on an as converted basis (the “Unissued
QPhoton Shares”) nor 702,834 warrants to purchase shares of the Company’s common stock (the “Unissued QPhoton Warrants”)
that were included in the Merger Consideration. The shares of common stock underlying the Unissued QPhoton Warrants are included in the
condensed consolidated statement of stockholder’s equity as additional paid in capital as of September 30, 2025 and December 31,
2024, and the Unissued QPhoton Warrants have a carrying value of $14.7 million and $40.5 million, respectively, as a liability on the
Company’s condensed consolidated balance sheet as of September 30, 2025 and December 31, 2024. Pursuant to the settlement agreement,
the Company agreed to issue to Barksdale or his designees 1.9 million shares of the Company’s common stock and BV Advisory dismissed
its claims under the appraisal action with prejudice. The terms of the settlement agreement are summarized in Part II, Item 1. Legal Proceedings.

### **Note 10. Capital Stock**

*Authorized Classes of Stock*

As of September 30, 2025, the Company’s
Board of Directors has authorized two classes of preferred stock. The Board has authorized 1,550,000 shares of preferred stock as Series
A preferred stock, par value $0.0001 per share, none of which are issued and outstanding as of September 30, 2025 and December 31, 2024.
The Board has also authorized 3,079,864 shares of preferred stock as Series B preferred stock, par value $0.0001 per share, none of which
are issued and outstanding as of September 30, 2025 and December 31, 2024.

F-15

*Series A Convertible Preferred Offering*

From November 10, 2021 through November 17, 2021,
the Company conducted a private placement offering (the “Private Placement”) pursuant to securities purchase agreements (the
“Preferred Stock SPAs”) with 7 accredited investors (the “Series A Investors”), whereby the Series A Investors
purchased from the Company an aggregate of 1,545,459 shares of the Company’s newly created Series A convertible preferred stock,
par value $0.0001 per share (the “Series A Preferred Stock”) and warrants to purchase 1,545,459 shares of the Company’s
common stock (the “Preferred Warrants”) for an aggregate purchase price of $8.5 million. The Private Placement was completed
and closed to further investment on November 17, 2021.

The Preferred Warrants were two-year warrants
to purchase shares of the Company’s common stock at an exercise price of $7.00 per share, subject to adjustment, and as of December
31, 2023, all of the Preferred Warrants had expired unexercised.

In connection with the Preferred Stock SPAs,
the Company and the Series A Investors entered into a registration rights agreement pursuant to which on April 27, 2022 the Company filed
a Registration Statement on Form S-3 to register the resale of the shares of common stock. The SEC declared the Form S-3 effective on
June 2, 2022.

On March 19, 2024, the Company entered into a
Redemption and Waiver Agreement (the “Series A Redemption Agreement”) with the current holders (the “Series A Holders”)
of the Series A Preferred Stock. Accordingly, $8.195 million of additional paid in capital was reclassified from shareholders’ equity
to mezzanine equity (the “Mezzanine Equity”) on the Company’s condensed consolidated balance sheet as of March 31, 2024,
in accordance with Accounting Series Release No. 268, *Presentation in Financial Statements of “Redeemable Preferred Stocks”*.
The Mezzanine Equity is valued at the date of the Private Placement issuance. Pursuant to the Series A Redemption Agreement, the Company
agreed to redeem all outstanding shares of Series A Preferred Stock for an aggregate cash purchase price of $8,195,000, or $5.50 per share,
at its sole discretion, in 18 monthly payments. In addition, the Series A Holders agreed to waive, on a month-by-month basis following
each monthly payment, certain rights granted to them in (i) the Certificate of Designations of the Series A Preferred Stock, including
for the accrual and payment of accrued and future dividends; and (ii) the Preferred Stock SPAs. As of December 31, 2024 and September
30, 2025, there were no shares of Series A Preferred Stock outstanding. During the nine months ended September 30, 2024, the Company redeemed
496,698 shares of Series A Preferred Stock for approximately $2.7 million, in cash paid to the Series A Holders.

*At-the-Market-Facility*

On October 28, 2022, the Company filed a shelf
registration statement on Form S-3 under the Securities Act of 1933, as amended, which the SEC declared effective on November 8, 2022
(the “2022 shelf”). Under the 2022 Shelf at the time of effectiveness, the Company had the ability to raise up to $100 million
by selling common stock, preferred stock, debt securities, warrants and units. On December 5, 2022, the Company entered into an At-the-Market
Issuance Sales Agreement (the “ATM Agreement”) with Ascendiant Capital Markets, LLC (“Ascendiant”) whereby the
Company may, but is not obligated to, offer and sell, from time to time, shares of its common stock (the “ATM Facility”),
and incorporated the ATM Agreement into the 2022 Shelf by amendment that the SEC declared effective January 10, 2023. On August 17, 2023,
the Company and Ascendiant entered into an amendment to the ATM Agreement, increasing the amount of common stock that the Company could
offer and sell via the ATM Facility from $25 million to $50 million (the “ATM Upsize”). Following the ATM Upsize, the Company
filed a prospectus supplement, dated August 18, 2023, with the SEC and became able to offer and sell shares of the Company’s common
stock having an aggregate offering price of up to $27,362,717 via the ATM Facility.

The Company did not sell any shares through the
ATM Facility for the nine months ended September 30, 2025. During the nine months ended September 30, 2024, the Company sold 16,604,770
shares of the Company’s common stock through the ATM Facility at an average price of $0.88, from which the Company received net
proceeds of $14.6 million.

*Private Placement Offering*

On January 7, 2025, the Company entered into securities purchase agreements
(the “January SPAs”) for a private placement offering (the “January Private Placement”) to sell an aggregate of
8,163,266 shares (the “January Placement Shares”) of the Company’s common stock at a purchase price of $12.25 per share.
The January Private Placement closed on January 9, 2025, and resulted in gross proceeds of $100 million before deducting placement agent
commissions and other offering expenses of $6.4 million. Furthermore, the Company filed a registration statement registering the resale
of the January Placement Shares on January 2, 2025, which the SEC declared effective February 3, 2025.

F-16

In conjunction with the January SPAs, the Company
also entered into a placement agency agreement with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan”),
dated January 7, 2025, pursuant to which Titan acted as the exclusive placement agent for the Company in connection with the January
SPAs. The Company agreed to pay Titan a cash fee of 6% of the gross proceeds from the January SPAs and to issue to the December Placement
Agent (or its designees) 326,531 five-year warrants (representing 4% of the securities sold in the Offerings), which will be exercisable
beginning on July 6, 2025, and have an initial exercise price per share of the Company’s common stock of $14.0875.

On June 22, 2025, the “Company entered
into securities purchase agreements (the “Purchase Agreements”) pursuant to which the Company agreed to issue to the Purchasers
(as defined therein), in a private placement (the “Placement”), an aggregate of 14,035,089 shares (the “Placement Shares”)
of the Company’s common stock at a purchase price of $14.25 per share. The closing of the Placement occurred on June 24, 2025.
The Placement resulted in gross proceeds of approximately $200 million before deducting placement agent commissions and other offering
expenses of $12 million.

The Company was required to file a registration
statement providing for the resale of the Placement Shares by July 9, 2025, and it filed the registration statement on Form S-1 on July
3, 2025, which the SEC declared effective on July 14, 2025.

Pursuant to the Purchase Agreements and the Placement
Agency Agreement (as defined below), the Company agreed not to issue, enter into any agreement to issue, or announce the issuance or proposed
issuance of any shares of its common stock or common stock equivalents, or file any registration statement or any amendment or supplement
thereto, through September 7, 2025, subject to certain customary exceptions, without the consent of the Placement Agent.

*Placement Agency Agreement*

The Company also entered into a Placement Agency Agreement (the “Placement
Agency Agreement”) with Titan, dated June 22, 2025, pursuant to which Titan acted as the exclusive placement agent for the Company
in connection with the Placement. The Company agreed to pay Titan a cash fee based on the total size of the Placement according to a formula
set forth in the Placement Agency Agreement. In addition, the Company agreed to reimburse Titan for up to $100,000 of its fees and expenses
in connection with the Placement.

The Placement Agency Agreement contains customary
representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company,
other obligations of the parties, and termination provisions.

F-17

*Lock-Up Agreements*

Pursuant to Lock-Up Agreements with the Company,
the Company’s directors and executive officers agreed for a period of 60 days after the closing date of the Placement, subject
to certain exceptions, not to directly or indirectly offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position with respect to,
any shares of the Company’s common stock or securities convertible, exchangeable or exercisable into common stock, that they beneficially
own, hold, or thereafter acquire, or make any demand for or exercise any right or cause to be filed a registration, including any amendments
thereto, with respect to the registration of any common stock or common stock equivalents or publicly disclose the intention to do any
of the foregoing.

*Private Placement Offering*

On September 21, 2025, the Company entered into securities purchase
agreements (the “September Purchase Agreements”) pursuant to which the Company agreed to issue to the Purchasers (as defined
therein), in a private placement (the “September Placement”), an aggregate of 26,867,276 shares (the “September Placement
Shares”) of the Company’s common stock. The closing of the September Placement occurred on September 24, 2025. The September
Placement resulted in gross proceeds of approximately $500 million before deducting placement agent commissions and other offering expenses.

The Company was required to file a registration
statement providing for the resale of the September Placement Shares by October 9, 2025. The Company filed a registration statement on
Form S-3ASR on October 1, 2025.

Pursuant to the September Purchase Agreements and the September Placement
Agency Agreement (as defined below), the Company has agreed not to issue, enter into any agreement to issue, or announce the issuance
or proposed issuance of any shares of Common Stock or Common Stock equivalents, or file any registration statement or any amendment or
supplement thereto, for a period of 75 days after the closing date of the September Placement, subject to certain customary exceptions,
without the consent of the Placement Agent and the Purchasers.

*Placement Agency Agreement*

The Company also entered into a Placement Agency
Agreement (the “September Placement Agency Agreement”) with Titan dated September 21, 2025, pursuant to which Titan acted
as the exclusive placement agent for the Company in connection with the September Placement. The Company agreed to pay Titan a 5% cash
fee based on the total size of the September Placement, as set forth in the September Placement Agency Agreement. In addition, the Company
agreed to reimburse Titan for up to $100,000 of its fees and expenses in connection with the September Placement.

The September Placement Agency Agreement contains
customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of
the Company, other obligations of the parties, and termination provisions.

*Lock-Up Agreements*

Pursuant to Lock-Up Agreements with the Company,
the Company’s directors and executive officers agreed for a period of 60 days after the closing date of the September Placement,
subject to certain exceptions, not to directly or indirectly offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of,
directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position with respect
to, any shares of the Company’s common stock or securities convertible, exchangeable or exercisable into common stock, that they
beneficially own, hold, or thereafter acquire, or make any demand for or exercise any right or cause to be filed a registration, including
any amendments thereto, with respect to the registration of any common stock or common stock equivalents or publicly disclose the intention
to do any of the foregoing.

The total amount of net proceeds raised for the
nine months ended September 30, 2025 was $758.9 million, which includes $2.4 million resulting from exercise of warrants.

F-18

*Warrants*

The table below summarizes the warrants outstanding
at September 30, 2025 (in thousands, except exercise price data):

| Issuance Date | Expiration Date | Exercise Price | Issued | Exercised | Forfeited / Cancelled | Warrants Outstanding |
| --- | --- | --- | --- | --- | --- | --- |
| August 18, 2020 | August 18, 2025 | $2.00 | 171 | (171) | - | - |
| June 16, 2022 | May 9, 2027 | $0.0001 | 6,325 | (1,187) | (4,338) | 800 |
| November 18, 2024 | November 18, 2029 | $2.875 | 800 | (304) | - | 496 |
| December 12, 2024 | December 12, 2029 | $5.75 | 500 | (100) | - | 400 |
| January 9, 2025 | January 9, 2030 | $14.0875 | 327 | (65) | - | 262 |
|  |  |  |  |  |  | 1,958 |

In connection with a restricted stock units offering
in June 2020, the Company issued warrants in August 2020 to purchase 171,000 shares of the Company’s common stock, at an exercise
price of $2.00 per share. As of September 30, 2025, all of these warrants were exercised.

On June 16, 2022, the Company issued 6.3 million
QPhoton Warrants to purchase shares of the Company’s common stock at an exercise price of $0.0001 per share. Those warrants are
exercisable when and if stock options and warrants issued by the Company and outstanding as of June 15, 2022 (the “Underlying Options”)
are exercised. As of September 30, 2025, the Company expects 800 thousand (the “In-the-Money QPhoton Warrants) of the 800 thousand
outstanding QPhoton Warrants are to be exercised as the exercise prices of the Underlying Options associated with the In-the-Money QPhoton
Warrants are below the closing of the Company’s bid stock price of $18.41 per share as of September 30, 2025. The 6.3 million issued
warrants represent a portion of the 7.0 million QPhoton Warrants, having been received by two former QPhoton shareholders. A third shareholder
rejected the Merger Consideration and commenced litigation, and as of September 30, 2025 that litigation was resolved and the associated
702,834 warrants were forfeited, of which 481,949 would have been canceled to date due to forfeitures of Underlying Options. See Part
I, Item 3, Legal Proceedings, for additional information on the status of the litigation.

During the nine months ended September 30, 2025,
a total of 469,306 of the Placement Agent warrants were exercised by principals of Titan Capital Partners, resulting in proceeds to the
Company of $2.4 million. The warrants exercised were 304,000 at an exercise price of $2.875, 100,000 at an exercise price of $5.75 and
65,306 at an exercise price of $14.0875. In addition, during the nine months ended September 30, 2025 1.187 million QPhoton warrants were
exercised, at an exercise price of $0.0001, resulting in proceeds to the Company of $119 thousand. Due to the exercise of these QPhoton
warrants, $21.0 million of the derivative liability was reclassified to additional paid-in capital during the nine months ended September
30, 2025. Total shares issued due to exercise of all warrants during the nine months ended September 30, 2025, were 1,671,439 (including
1.656 million shares from exercise of the Placement Agent warrants) and proceeds to the Company from all warrant exercises during the
nine months ended September 30, 2025 were $2.399 million.

As of September 30, 2025, of the 6.3 million
QPhoton Warrants issued, approximately 69% have been forfeited because the corresponding Underlying Options had expired or been forfeited.
Further, as discussed in Note 2, Significant Accounting Policies – Fair Value of Financial Instruments, the QPhoton Warrants are
considered Level 3 liabilities for fair value measurement on the valuation hierarchy. In determining the fair market value of the QPhoton
Warrants, the Company determines which underlying options and warrants are in-the-money or out-of-the-money at period end by comparing
to the bid price of the Company’s common stock and then accounting for changes period-over-period by realizing a mark-to-market
gain or loss for the period. Due to the difference between the exercise price and the market value of the Company’s common stock
as of the balance sheet dates and the probability of the underlying options and warrants being exercised are the only significant inputs
in the valuation of the warrant liability. The market value of the Company’s stock was $18.41 per share and $16.55 per share as
of September 30, 2025 and December 31, 2024, respectively (the “Balance Sheet Date Stock Prices”), and the probability of
exercise was determined based on whether the exercise price of the underlying options and warrants was above or below the Balance Sheet
Date Stock Prices, resulting in the QPhoton Warrants being out-of-the-money or in-the-money, respectively. Accordingly, the Company recognized
a mark-to-market gain of $9.2 million, and $4.8 million during the three and nine months ended September 30, 2025, respectively. In addition,
due to the exercise of QPhoton warrants, $21.0 million of the derivative liability was reclassified to additional paid-in capital during
the nine months ended September 30, 2025. No mark-to-market gain or loss was recorded during the three and nine months ended September
30, 2024. As of September 30, 2025, the QPhoton Warrants have a carrying value of $14.7 million as a liability on the Company’s
condensed consolidated balance sheet.

F-19

### **Note 11. Stock-based Compensation**

*Incentive Plans*

The Quantum Computing Inc. 2019 Equity and Incentive
Plan, as amended in 2021 enabled the Company to grant incentive stock options or nonqualified stock options and other equity awards to
employees, directors and consultants of the Company up to a total of 3.0 million shares of common stock, all of which have been issued.

On July 5, 2022, the Board of Directors adopted
the Quantum Computing Inc. 2022 Equity and Incentive Plan (the “2022 Plan”), which was approved by a majority of the shareholders
in September 2022. The 2022 Plan initially provided for the issuance of up to 16 million shares of the Company’s common stock and
includes provisions for annual automatic evergreen increases of 1,000,000 shares of common stock. As of September 30, 2025, the total
number of shares of our common stock reserved for issuance under the 2022 Plan is 19.0 million and of that amount a total of 17.0 million
shares, including 6.9 million shares underlying options, were issued and outstanding under the 2022 Plan.

*Options*

The following table summarizes the Company’s
option activity for the nine months ended September 30, 2025 (in thousands, except exercise price and contractual life data):

| Line item | Number Outstanding | Weighted Average Exercise Price per Share | Weighted Average Remaining Contractual Life (Years) |
| --- | --- | --- | --- |
| Balance as of December 31, 2024 | 12,983 | $2.34 | 2.9 |
| Granted | 1,455 | 10.76 | 4.5 |
| Exercised* | (7,168) | 2.30 | - |
| Forfeited | (342) | 8.10 | - |
| Balance as of September 30, 2025 | 6,928 | $3.86 | 2.8 |
| Vested and exercisable as of September 30, 2025 | 3,512 | $3.92 | 2.4 |

\* The difference of 1,815 compared to the condensed consolidated statement of stockholders equity amount of 5,353 is a result of the Company’s policy to allow net exercise of options.

The following table presents the assumptions
used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted during the three and nine
months ended September 30, 2025 and 2024:

| Line item | Three Months Ended / September 30, 2025 | Three Months Ended / September 30, 2024 | Nine Months Ended / September 30, 2025 | Nine Months Ended / September 30, 2024 |
| --- | --- | --- | --- | --- |
| Exercise price | $15.24 – 20.21 | $1.00 – 1.12 | $1.00 – 20.21 | $1.00 – 1.12 |
| Risk-free interest rate | 3.6 – 4.1% | 5.2 – 5.2% | 3.6 – 4.2% | 5.2 – 5.2% |
| Expected volatility | 133.0 – 136.5% | 93.2 – 104.6% | 130.0 – 138.0% | 93.2 – 104.6% |
| Expected dividend yield | 0% | 0% | 0% | 0% |
| Expected life of options (in years) | 5.0 | 5.0 | 5.0 | 5.0 |

F-20

The following table summarizes the exercise price
range as of September 30, 2025 (in thousands, except exercise price data):

| Exercise Price | Outstanding Options | Exercisable Options |
| --- | --- | --- |
| $0.00 - $1.00 | 75 | 45 |
| $1.00 - $2.00 | 3,726 | 1,124 |
| $2.00 - $3.00 | 1,295 | 1,287 |
| $3.00 - $6.00 | 158 | 38 |
| $6.00 - $8.00 | 967 | 742 |
| $8.00 - $12.00 | 227 | 177 |
| $12.00 - $15.00 | 30 | - |
| $15.00 - $20.00 | 435 | 100 |
| $20.00 - $21.00 | 15 | - |
|  | 6,928 | 3,513 |

The weighted average grant-date fair value of
stock options granted during the nine months ended September 30, 2025 and 2024 was $10.76 and $1.00 per share, respectively. As of September
30, 2025, total unrecognized compensation cost related to common stock options was $8.4 million, which is expected to be recognized over
a period of 2.9 years.

*Restricted Stock*

As of September 30, 2025, there were 1.1 million
shares of the Company’s common stock issued and unvested that had been awarded as stock-based compensation under the 2022 Plan. The following table summarizes the Company’s activity for restricted stock tied to vesting schedules for the nine months ended
September 30, 2025 (in thousands):

| Line item | Number Outstanding | Weighted Average Fair Value |
| --- | --- | --- |
| Unvested as of December 31, 2024 | 1,264 | $1.20 |
| Granted | - | - |
| Vested | (130) | 0.67 |
| Forfeited | (8) | 0.67 |
| Unvested as of September 30, 2025 | 1,126 | $0.75 |

*Stock-based Compensation*

The Company recognized stock-based compensation
expense related to common stock options and restricted shares of common stock in the following expense categories of its condensed consolidated
statements of operations (in thousands):

| Line item | Three Months Ended / September 30, 2025 | Three Months Ended / September 30, 2024 | Nine Months Ended / September 30, 2025 | Nine Months Ended / September 30, 2024 |
| --- | --- | --- | --- | --- |
| Research and development | $526 | $562 | $1,490 | $1,761 |
| Selling and marketing | 62 | 12 | 153 | 123 |
| General and administrative | 2,484 | 189 | 4,593 | 796 |
| Total stock-based compensation | $3,072 | $763 | $6,236 | $2,680 |

For the nine months ended September 30, 2025,
stock-based compensation on the condensed consolidated statements of stockholders’ equity was $1.5 million higher than expense
recorded in the consolidated statement of operations, due to timing differences between award dates and the realization of stock-based
compensation expense. There was no difference between stock-based compensation expense recorded for the three months ended September
30, 2025. For the three and nine months ended September 30, 2024, stock-based compensation on the condensed consolidated statements of
stockholders’ equity was $176 thousand and $207 thousand lower, respectively, recorded due to timing differences between award
dates and the realization of stock-based compensation expense.

F-21

The Company did not issue any shares of common
stock as compensation during the nine months ended September 30, 2025. During the nine months ended September 30, 2025 and September
30, 2024, the Company issued 25 thousand shares of common stock to former executives per their separation agreements, and during the
nine months ended September 30, 2024 the Company issued 218 thousand shares of common stock to former executives per their respective
employment and separation agreements (the “Separation Agreement Shares”). In conjunction with the Separation Agreement Shares,
the Company recognized $472 thousand and $197 thousand of stock-based compensation expense during the nine months ended September 30,
2025 and 2024, respectively, and does not expect future expense related to these offerings as the Separation Agreement Shares are fully
vested.

*Stock-based Compensation for Services*

The Company recognized stock-based compensation
expense for services in lieu of cash payments to certain consultants, including expenses for both shares issued and stock option awards
granted, in the following expense categories of its consolidated statements of operations (in thousands):

| Line item | Three Months Ended / September 30, 2025 | Three Months Ended / September 30, 2024 | Nine Months Ended / September 30, 2025 | Nine Months Ended / September 30, 2024 |
| --- | --- | --- | --- | --- |
| Research and development | - | - | $6 | - |
| Selling and marketing | - | - | 10 | - |
| General and administrative | - | 2 | 2 | 21 |
| Total stock-based compensation | - | $2 | $18 | $21 |

For the nine months ended September 30, 2024,
stock-based compensation for services on the condensed consolidated statements of stockholders’ equity was $113 thousand higher,
respectively, as compared to the expense recorded due to timing differences between award dates and the realization of stock-based compensation
expense. No such timing differences existed for the three and nine months ended September 30, 2025 or for the three months ended September
30, 2024.

The Company did not issue any shares of the Company’s
common stock as compensation for services during the nine months ended September 30, 2025. For the nine months ended September 30, 2024,
the Company issued 142 thousand shares of common stock for services.

### **Note 12. Related Party Transactions**

There were no related party transactions during
the three and nine months ended September 30, 2025 and 2024.

### **Note 13. License Agreement – Stevens Institute of Technology**

Effective December 17, 2020, QPhoton signed a
License Agreement with the Stevens Institute (the “Stevens License Agreement”). The Stevens License Agreement enables the
Company to commercially use technology such as licensed patents, licensed patent applications and licensed “Know-How” and
is also able to issue sublicenses for the technology under the agreement. The agreement is effective until the later of: (i) the 30-year
anniversary of the effective date, or (ii) the expiration of the licensed patent or licensed patent application that is last to expire.
As part of the QPhoton Merger, the Stevens License Agreement was assigned to the Company.

During the term of the Stevens License Agreement
and prior to any commercialization or sublicensing of the technology by the Company, the Company is required to submit annual reports
to the Stevens Institute reporting on all research, development, and efforts toward commercialization and/or sublicensing made during
the year. Once any commercialization and/or sublicensing has been initiated, the Company will deliver quarterly reports to the Stevens
Institute reporting on the revenue received by the Company, all sublicenses derived from the sale of licensed products, and the net sales
price associated with each transaction. The Company will be responsible for reimbursing Stevens for any costs associated with the prosecution
and maintenance of the licensed patents and licensed patent applications moving forward.

F-22

*Consideration for the Agreement*

As consideration for the license and other rights
granted under the agreement, QPhoton agreed to pay the following: (i) $35 thousand within 30 days of execution of the agreement, (ii)
$28 thousand within 30 days of each annual anniversary of the effective date, (iii) equity in the Company equivalent to nine percent
of the outstanding equity of the Company within 30 days of the execution of the agreement, and (iv) royalties of 3.5% of the net sales
price of each licensed product sold or licensed by the company during the quarter then-ended, for which it also received payment, concurrent
with the delivery of the relevant quarterly report.

As of September 30, 2025, the Company has begun
to commercialize some of the licensed technology, though has not recognized any related revenue and hence has not incurred any royalty
expenses payable to the Stevens Institute.

### **Note 14. Subsequent Events**

*Securities Purchase Agreements*

On October 5, 2025, the Company entered into securities
purchase agreements (the “October Purchase Agreements”) pursuant to which the Company agreed to issue to the Purchasers (as
defined therein), in a private placement (the “October Placement”), an aggregate of 37,183,937 shares (the “October
Placement Shares”) of the Company’s common stock. The closing of the October Placement occurred on October 8, 2025. The October
Placement resulted in gross proceeds of approximately $750 million before deducting placement agent commissions and other offering expenses.

The Company was required to file a registration statement providing
for the resale of the October Placement Shares by October 23, 2025. The Company filed such registration statement on Form S-3ASR on October
10, 2025.

Pursuant to the October Purchase Agreements and
the October Placement Agency Agreement (as defined below), the Company has agreed not to issue, enter into any agreement to issue, or
announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents, or file any registration statement
or any amendment or supplement thereto, for a period of 75 days after the closing date of the October Placement, subject to certain customary
exceptions, without the consent of Titan and the Purchasers.

*Placement Agency Agreement*

The Company also entered into a Placement Agency
Agreement (the “October Placement Agency Agreement”) with Titan dated October 5, 2025, pursuant to which Titan acted as the
exclusive placement agent for the Company in connection with the October Placement. The Company agreed to pay Titan a 4% cash fee based
on the total size of the October Placement, as set forth in the October Placement Agency Agreement. In addition, the Company agreed to
reimburse Titan for up to $100,000 of its fees and expenses in connection with the October Placement.

The October Placement Agency Agreement contains
customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of
the Company, other obligations of the parties, and termination provisions.

*Lock-Up Agreements*

Pursuant to Lock-Up Agreements with the Company,
the Company’s directors and executive officers agreed for a period of 60 days after the closing date of the October Placement, subject
to certain exceptions, not to directly or indirectly offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position with respect to,
any shares of the Company’s common stock or securities convertible, exchangeable or exercisable into Common Stock, that they beneficially
own, hold, or thereafter acquire, or make any demand for or exercise any right or cause to be filed a registration, including any amendments
thereto, with respect to the registration of any common stock or common stock equivalents or publicly disclose the intention to do any
of the foregoing.

There are no other subsequent events that in management’s
opinion are reportable.

F-23

## Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations**

*This quarterly report on Form 10-Q and other
reports filed Quantum Computing, Inc. (the “Company,” “QCi,” “we,” “our,” and “us”)
from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements
and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates
and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements,
which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,”
“estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these
terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such
statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions,
and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2024, relating to the Company’s industry, the Company’s operations and results
of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize,
or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,
expected, intended, or planned.*

*Although the Company believes that the expectations
reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance,
or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend
to update any of the forward-looking statements to conform these statements to actual results.*

*Our unaudited condensed consolidated financial
statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These
accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions
upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions
are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the
unaudited condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented.
Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In
many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s
judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not
produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes
thereto appearing elsewhere in this report.*

1

**Business Overview**

QCi is a development stage company with limited operations and revenue.
The Company is developing quantum and ancillary non-quantum products for high-performance computing, sensing, and networking applications
based on proprietary photonics technology. QCi’s products are designed to operate at room temperature and low power at an affordable
cost in the areas of high-performance computing, sensing, and quantum cybersecurity. The Company has generated some revenue based on sales
of products and related services to date and is expanding its sales and marketing efforts. The Company’s development team includes
optical engineers, technicians, mathematicians, physicists, and software developers.

QCi’s proprietary core technology rests
in our ability to condition, manipulate, and measure single photons (particles of light). Specifically, our integrated photonics approach
exploits the non-linear capabilities of photons (our “Core Photonics Technology”). Our Entropy Quantum Computer (“EQC”)
is a quantum application of our Core Photonics Technology, designed to solve complex optimization problems. EQC is based on a patent-pending
methodology that utilizes the energy in the environment to drive controlled feedback through energy loss in a photonic circuit architecture.
The EQC’s use of the environment as an integral part of the system is in sharp contrast to competing quantum approaches, including
the aforementioned superconducting, trapped-ion, and annealing architectures, which seek to establish stable quantum states by the complete
elimination of environmental effects. As a result, the EQC consumes less power than these competing methods and operates at room temperature
making it compatible with an ordinary server room environment. We anticipate that our EQC will enable us to develop and produce multiple
generations of quantum machines with increasing computational power, scalability, and speed.

Our longer-term product development plan is to
migrate product designs based on discrete components, including EQC’s current design, to a set of optical integrated circuits built
on wafers using a crystalline material called lithium niobate (“Thin Film Lithium Niobate” or “TFLN”). The Company
believes that TFLN is an excellent material for optical integrated circuit design, given its advantageous optical properties (both linear
and non-linear) and its compatibility with silicon-based semiconductor fabrication methods. In March 2025, the Company substantially
completed the buildout of a state-of-the-art TFLN chip manufacturing facility in a leased space within Arizona State University’s
Research Park in Tempe, Arizona (the “AZ Chips Facility”).

In addition to our EQC technology, we have leveraged
QCi’s core photonics technology to demonstrate powerful quantum sensing use cases in LIDAR (light detection and ranging) (a technology
that uses pulsed laser light to measure distances to objects by calculating the time it takes for the reflected light to return), reservoir
computing (a form of neural network that can be used in machine learning applications and quantum cyber authentication (a method for
highly secure communication within a network). Several of these technologies are in the early stages of commercialization and several
are available to customers through our research & development offerings.

**Economic Conditions, Challenges, and Risks**

The markets for high-performance conventional
and quantum computing and cloud-based services are dynamic and highly competitive. Our competitors are developing new computing devices,
while also enhancing competing cloud-based services for businesses. Aggregate demand for our solutions, services, and devices is also
correlated to global macroeconomic and geopolitical factors, which remain dynamic. We must continue to evolve and adapt over an extended
time in pace with this changing environment.

The investments we are making in quantum optical
chips and devices will continue to increase our operating costs and may decrease our operating margins. Components for our devices are
primarily manufactured by third parties. Some of our products contain certain components for which there are very few qualified suppliers.
Extended disruptions at these suppliers could impact our ability to manufacture devices on time to meet consumer demand.

Our success is highly dependent on our ability
to attract and retain qualified employees. We hire a mix of university and industry talent. We compete for talented individuals by offering
an exceptional working environment, an ability to work on new, ground-breaking quantum technology, the ability to grow one’s career
across many different products and businesses, and competitive compensation and benefits.

2

**Results of Operations**

Our results of operations for the three and nine
months ended September 30, 2025 and 2024 are as follows (in thousands, except percentages, with non-meaningful percentage changes labeled
as “NM”):

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Three Months Ended September 30, / % Change | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, / % Change |
| --- | --- | --- | --- | --- | --- | --- |
| Total revenue | $384 | $101 | 280% | $484 | $311 | 56% |
| Cost of revenue | 258 | 92 | 180% | 319 | 233 | 37% |
| Gross profit | 126 | 9 | 1,300% | 165 | 78 | 112% |
| Gross profit margin | 33% | 9% | 268% | 34% | 25% | 36% |
| Operating expenses: |  |  |  |  |  |  |
| Research and development | 4,509 | 2,244 | 101% | 13,469 | 6,560 | 105% |
| Sales and marketing | 787 | 363 | 117% | 2,139 | 1,243 | 72% |
| General and administrative | 5,234 | 2,840 | 84% | 13,418 | 9,298 | 44% |
| Total operating expenses | 10,530 | 5,447 | 93% | 29,026 | 17,101 | 70% |
| Loss from operations | (10,404) | (5,438) | 91% | (28,861) | (17,023) | 70% |
| Non-operating income (expense): |  |  |  |  |  |  |
| Interest and other income | 3,544 | 70 | NM | 7,083 | 180 | NM |
| Interest expense | (4) | (307) | NM | (120) | (462) | NM |
| Change in fair value of derivative liability | 9,246 | - | 100% | 4,780 | - | 100% |
| Total non-operating income (expense) | 12,786 | (237) | NM | 11,743 | (282) | NM |
| Net income (loss) | $2,382 | $(5,675) | (142 | $(17,118) | $(17,305) | (1 |

Revenue for the three months ended September 30, 2025 was $384 thousand
compared to $101 thousand for the comparable prior year period, an increase of $283 thousand or 280%. Revenue for the nine months ended
September 30, 2025 was $484 thousand compared to $311 thousand for the comparable prior year period, an increase of $173 thousand or 56%.
The respective increases in revenue are primarily due to increases in the number of, size of and level of effort performed on active customer
proof-of-concept and research and development services and custom hardware contracts. Increasing the hours worked on time and materials
R&D contracts increased recognized revenue, and additional labor and materials was required to achieve a higher percentage completion
on custom hardware contracts. The Company also started to recognize revenue for cloud-based access to the Dirac-3 quantum optimization
system during the three months ended September 30, 2025.

*Cost of Revenue*

Cost of revenue, which consists of direct labor expenses, primarily
salary costs for engineering and solutions staff delivering services, and other direct component costs for custom hardware on research
and development contracts, was $258 thousand for the three months ended September 30, 2025, compared to $92 thousand for the comparable
prior year period, an increase of $166 thousand or 180%. Cost of revenue was $319 thousand for the nine months ended September 30, 2025,
compared to $233 thousand for the comparable prior year period, an increase of $86 thousand or 37%. These increases are primarily due
to the increases in direct labor expenses on R&D services contracts and custom hardware contracts, and increased other direct costs
(primarily parts and materials) required to perform on the contracts during the 2025 periods compared to the prior year periods. Revenue
increased faster than direct costs year over year due to greater use of labor categories with higher margins and sale of Dirac-3 computing
services.

*Gross Margin*

Gross margin for the three months ended September 30, 2025 was $126
thousand and 33% of revenue compared to $9 thousand and 9% of revenue for the comparable prior year period. Gross margin for the nine
months ended September 30, 2025 was $165 thousand and 34% of revenue compared to $78 thousand and 25% of revenue for the comparable prior
year period. The respective changes were primarily the result of changes in the mix of labor categories and number of personnel used to
perform the active contracts. Gross margins also increased year over year due to greater use of labor categories with higher margins,
and the start of revenue from cloud-access to Dirac-3, which has a higher gross margin than R&D services.

3

*Operating Expenses*

Operating expenses for the three and nine months
ended September 30, 2025 increased by $5.1 million and $11.9 million, respectively compared to the three and nine months ended September
30, 2024. These increases are due to higher research and development expenses, sales and marketing costs and general and administrative
expenses, as discussed below.

Research and development expenses consist primarily of labor expenses
for employees that primarily engage in research and development efforts and non-labor expenses for the development of hardware products
and supporting software. We focus the bulk of our research and development activities on the continued development of existing products
and the development of new offerings for emerging market opportunities. Research and development costs were $4.5 million and $13.5 million
for the three and nine months ended September 30, 2025, compared to $2.2 million and $6.6 million, respectively for the three and nine
months ended September 30, 2024. Research and development expenses increased $2.3 million and $6.9 million, respectively, for the three
and nine months ended September 30, 2025. These increases were due to higher headcount and related payroll costs and stock based
compensation expense, higher recurring lab equipment and consumables costs, and higher depreciation for long-lived laboratory equipment,
partially offset by hosting services. The Company is aggressively pursuing its technology roadmap and has hired additional scientists,
engineers and technicians in order to accelerate the development of key technologies and products.

Selling and marketing expenses consist primarily of employee compensation
as well as customer lead generation activities, tradeshow participation, advertising and other marketing and selling costs. Sales and
marketing expenses were $787 thousand and $2.1 million for the three and nine months ended September 30, 2025 as compared to $363 thousand
and $1.2 million for the three and nine months ended September 30, 2024. Selling and marketing expenses increased 117% and 72% for the
three and nine months ended September 30, 2025, respectively, as compared to the prior comparable period, primarily due to increases in
the sales staff, higher tradeshow and travel-related costs and increased marketing program costs. During 2025 the sales and marketing
team has participated in 1or 2 conferences and trade shows per month, compared to 1 or 2 trade shows per quarter during 2024, including
greater participation in international quantum technology events, resulting in higher travel expenses.

General and administrative expenses consist primarily of compensation
expenses for employees performing administrative functions and professional fees incurred for legal, auditing and other consulting services.
General and administrative expenses were $5.2 million and $13.4 million for the three and nine months ended September 30, 2025 compared
to $2.8 million and $9.3 million for the three and nine months ended September 30, 2024. General and administrative expenses increased
84% for the three months ended and increased 44% for the nine months ended September 30, 2025, compared to the comparable prior year periods
primarily due to higher employee and advisor-related expenses relating to development and implementation of internal financial controls,
expansion of accounting staff, increased recruiting fees and legal expenses related to multiple financings and ongoing litigation.

*Non-operating Income (Expense)*

Non-operating income (expense) includes interest and other income,
interest expense and change in fair value of derivative liability.

Interest and other income of $3.5 million and
$7.1 million for the three and nine months ended September 30, 2025 consists of changes in the fair value of investments and earned interest
on cash and cash equivalents offset by interest expense. Interest income increased over the prior year by $3.5 million and $6.9 million,
respectively, for the three and nine months ended September 30, 2025. These increases are due to the Company maintaining higher cash balances
in mutual funds, deposit and money market accounts, U.S. Treasuries and corporate bonds during the 2025 periods compared to the 2024 periods
as a result of the substantial amount of new funding the Company raised in 2025 compared to 2024.

Interest expense of $4 thousand and $120 thousand,
respectively, for the three and nine months ended September 30, 2025 is related to late payroll tax filings. Interest expense of $307
thousand and $462 thousand for the three and nine months ended September 30, 2024 consisted of interest on financial liabilities. The
related borrowings were paid off during the year ended December 31, 2024.

The Company recognized a gain of $9.2 million
during the three months ended September 30, 2025 as a result of the change in fair value of the QPhoton Warrant liability. During the
nine months ended September 30, 2025, the Company recognized a gain of $4.8 million related to the change in fair value of the QPhoton
Warrant liability. The change in value of the warrant liability is comprised of mark-to-market adjustments for the QPhoton Warrants. Future
mark-to-market adjustments may result in losses if the Company’s stock price increases above the Company’s closing bid price
of $18.41 per share on September 30, 2025. No gains or losses were recorded in the comparable periods ended September 30, 2024.

4

**Liquidity and Capital Resources.**

We have incurred net losses and experienced negative
cash flows from operations since inception. During the three and nine months ended September 30, 2025, the Company raised $474.9 million
and $756.5 million, respectively, through the private placement of equity. The Company has no lines of credit or short-term debt obligations
outstanding when excluding the remaining debt issuance costs. We expect to incur additional losses and higher operating expenses for the
foreseeable future as we continue to invest in research and development and go-to-market programs. As of September 30, 2025, the Company
had cash and cash equivalents of $352.4 million and investments of $460.6 million.

Our primary uses of cash are to fund and invest
in our operations as we continue to grow our business. We will require a significant amount of cash for continued investment in our Foundry
Services offering, including but not limited to any future-identified space for expansion of our AZ Chips Facility, as well as ongoing
research and development for our non-linear quantum optical products and photonics chips. Until such time as we can generate significant
revenue from sales or subscriptions of our hardware offerings, we expect to finance our operating and investing needs through our cash
and cash equivalents and, equity and/or debt financings or other capital sources, including but not limited to U.S. government grant
and loan programs. We may, however, be unable to raise sufficient funds or enter into such other arrangements, when needed, on favorable
terms, or at all. In particular, uncertain and unfavorable conditions in the United States and global macroeconomic environment, including
inflationary pressures, rising interest rates, bank failures, and financial and credit market fluctuations, could reduce our ability
to access capital on favorable terms, or at all. To the extent that we raise additional capital through the sale of equity or convertible
debt securities, the ownership interest of our stockholders will be, or could be, diluted, and the terms of these securities may include
liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and equity financing, if
available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring
additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt
financings when needed, we may be required to delay, limit, or substantially reduce our product development and go-to-market efforts.
There can be no assurances that the Company will be able to secure additional equity and/or debt investments or achieve an adequate sales
level. We believe, however, that the Company’s existing cash and cash equivalents, together with any cash generated from operations
and the proceeds from any additional equity or debt issuances will be sufficient to meet the Company’s liquidity needs for at least
the next 12 months.

The following table summarizes total consolidated
current assets, liabilities and working capital at September 30, 2025, compared to December 31, 2024 (in thousands):

| Line item | September 30, 2025 | December 31, 2024 | Change |
| --- | --- | --- | --- |
| Current assets | $562,793 | $79,151 | $483,642 |
| Current liabilities | $3,634 | $4,559 | $(925) |
| Working capital | $559,159 | $74,592 | $484,567 |

5

At September 30, 2025, we had working capital
of $559.2 million as compared to working capital of $74.6 million at December 31, 2024, an increase of $484.6 million. The increase in
working capital is primarily attributable to an increase in cash and available-for-sale debt securities from the net proceeds of our sales
of 49.1 million shares of common stock for an aggregate of $756.5 million during the nine months ended September 30, 2025, offset by the
use of cash to pay for operating expenses and capital investments in property and equipment.

*Cash Flows*

The following table summarizes our cash flow
for the nine months ended September 30, 2025 and 2024 (in thousands).

| Line item | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- |
| Net cash used in operating activities | $(19,278) | $(12,439) |
| Net cash used in investing activities | (466,169) | (3,170) |
| Net cash provided by financing activities | 758,938 | 16,614 |
| Net increase in cash and cash equivalents | $273,491 | $1,005 |

Net cash used in operating activities for the
nine months ended September 30, 2025 and 2024 was $19.3 million and $12.4 million, respectively, in each case primarily as a result of
our net loss in each period offset by noncash adjustments for stock-based compensation, mark-to-market valuation adjustments on financial
liabilities, and depreciation and amortization.

Net cash used in investing activities for the
nine months ended September 30, 2025 and 2024 was $466.2 million and $3.1 million, respectively, and was attributable to our purchase
of computer hardware, laboratory and TFLN Chips manufacturing equipment as well as the purchase of $460.6 million in available-for-sale
debt securities.

Net cash provided by financing activities was
$758.9 million and $16.6 million, respectively, for the nine months ended September 30, 2025 and 2024. Cash flows provided by financing
activities during the nine months ended September 30, 2025 were primarily attributable to net proceeds from our stock issuances.

On a long-term basis, our liquidity is dependent
on the continuation and expansion of operations and receipt of revenues. Demand for our products and services will be dependent on, among
other things, market acceptance of our products and services, the technology market in general, and general economic conditions, which
are cyclical in nature. As most of our revenues will be from the sales of our products and services, our business operations may be adversely
affected by the actions of our competitors and prolonged recession periods.

**Critical Accounting Estimates**

Certain of our accounting policies require the
application of significant judgment by our management, and such judgments are reflected in the amounts reported in our consolidated financial
statements. In applying these policies, our management uses judgment to determine the appropriate assumptions to be used in the determination
of estimates. Those estimates are based on our historical experience, terms of existing contracts, our observance of market trends, information
provided by our strategic partners and information available from other outside sources, as appropriate. Actual results may differ significantly
from the estimates contained in our consolidated financial statements.

There have been no material changes to our critical
accounting estimates since our Form 10-K for the year ended December 31, 2024.

6

## Item 3. Quantitative and Qualitative Disclosures About Market
Risk**

Not applicable.

## Item 4. Controls and Procedures

*(a) Evaluation of Disclosure Controls and
Procedures*

We maintain “disclosure controls and procedures,”
as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In
designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no
matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls
and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply
its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure
controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this Quarterly
Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our
principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures. Based
on such evaluation, our principal executive officer and principal financial officer concluded that as of September 30, 2025, our disclosure
controls and procedures were not effective to provide reasonable assurance that (a) the information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms, and (b) such information is accumulated and communicated to our management, including our Chief Executive
Officer and President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

*(b) Changes in Internal Control over
Financial Reporting*

There were no changes in our internal control
over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during our most recent fiscal quarter
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

7

**PART II – OTHER INFORMATION**

## Item 1. Legal Proceedings.

Except as listed below, there is no action, suit,
or proceeding by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the
executive officers of the Company or our subsidiaries, threatened against or affecting the Company, our common stock, our subsidiaries,
or the Company’s or its subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could
have a material adverse effect on the Company.

*BV Advisory Partners, LLC Proceedings*

BV Advisory v. QCi Appraisal Action

BV Advisory Partners, LLC (“BV Advisory”)
was a shareholder of QPhoton, Inc., the predecessor in interest to the Company’s subsidiary, QPhoton, LLC (both referred to as
“QPhoton” in this Legal Proceedings discussion). On October 13, 2022, BV Advisory filed a petition in the Court of Chancery
of the State of Delaware (the “Delaware Chancery Court”) seeking appraisal rights on the shares of common stock of QPhoton
it owned (which shares represented 10% of the shares of common stock of QPhoton outstanding immediately prior to the Company’s
acquisition of QPhoton) pursuant to Section 262 of the Delaware General Corporation Law.

BV Advisory v. QCi Breach of Contract Lawsuit

On March 1, 2021, QPhoton entered into a Note
Purchase Agreement with BV Advisory (the “BV Note Purchase Agreement”), pursuant to which, on March 1, 2021, March 23, 2021,
and July 9, 2021, QPhoton and BV Advisory entered into convertible promissory notes for $200,592, $150,000, and $150,000, respectively,
for a total of $500,592. The notes bore interest at a rate of 6% per annum and matured two years from the issuance date. On June 16,
2022, the effective date of our acquisition of QPhoton, QPhoton tendered a cashier’s check to BV Advisory in the amount of $535,684.24,
representing the full principal balance of the notes and accrued interest through June 16, 2022. On July 14, 2022, BV Advisory returned
the cashier’s check and disputed the calculation of the amount paid to settle the notes.

On August 16, 2022, BV Advisory filed a complaint
in the Delaware Chancery Court naming the Company and certain of its directors and officers (among others) as defendants. BV Advisory
sought, among other relief, monetary damages from QPhoton for an alleged breach of the BV Note Purchase Agreement. After the Delaware
Chancery Court dismissed BV Advisory’s other claims against the Company and QPhoton, on October 17, 2024, the Delaware Chancery
Court entered a Stipulation and Order dismissing BV Advisory’s claim for breach of the BV Note Purchase Agreement, subject to BV
Advisory’s right to elect to transfer its claim to the Superior Court of the state of Delaware (the “Delaware Superior Court”).
BV Advisory elected to transfer the claim for breach of the BV Note Purchase Agreement to the Delaware Superior Court. On November 12,
2024, BV Advisory filed a new complaint in the Delaware Superior Court, asserting a claim for breach of the BV Note Purchase Agreement
and for breach of the implied covenant of good faith and fair dealing.

8

QCi v. BV Advisory Injunction Lawsuit

On January 31, 2025, the Company filed a complaint
in Delaware Chancery Court against BV Advisory and Barksdale, asserting claims for defamation, breach of contract, conversion, aiding
and abetting conversion, and misappropriation of trade secrets based on their unauthorized possession and dissemination of certain of
the Company’s confidential and privileged documents. The Company sought, among other relief, injunctive relief and damages.

Resolution

On July 17, 2025, the Company entered into a
Confidential Settlement Agreement and Release (the “Settlement Agreement”) with Barksdale and BV Advisory, pursuant to which,
among other things, (i) Barksdale, BV Advisory, and the Company agreed to settle all disputes between them without admissions of any
kind and release all Claims, as defined therein, that they might have against each other, on the terms and conditions set forth therein,
(ii) the Company agreed to pay $750,000 to BV Advisory and Barksdale, collectively, and issue 1,900,000 shares of its common stock (the
“Shares”) to Barksdale or entities designated by him, and (iii) the Company agreed to file a registration statement providing
for the resale of the Shares by July 31, 2025. On July 28, the Company filed such a resale registration statement on Form S-1, which the
SEC declared effective on August 4, 2025. BV Advisory had been both a lender to and shareholder of QPhoton.

*Securities Class Action Lawsuit*

On February 25, 2025, a class action lawsuit was filed against the
Company and certain of its current and past officers in the New Jersey District Court, by a plaintiff seeking to represent a class of
all persons who purchased the Company’s securities between March 30, 2020 and January 15, 2025, alleging violations of Section 10(b)
and 20(a) of the Exchange Act. The complaint alleges that the Company made false and/or misleading statements and/or failed to disclose
material information about the Company’s customers, contracts and business operations in its public statements and SEC filings.
The plaintiff seeks unspecified monetary damages plus attorney’s fees and costs. In June 2025, the New Jersey District Court designated
a lead plaintiff who filed an amended operative complaint on or about August 26, 2025. The Company disputes the allegations in the complaint
and intends to vigorously defend against the claims asserted. The Company intends to file a motion to dismiss the operative complaint
on or before November 14, 2025

*Shareholder Derivative Action Lawsuit*

On March 31, 2025, a shareholder derivative
action (the “March 2025 Derivative Action”) was filed against certain of the Company’s current and past officers and
directors, purportedly on behalf of the Company , in the United States District Court for the District of New Jersey, for alleged breaches
of fiduciary duties, unjust enrichment, abuse of control, waste of corporate assets, and violations of the Exchange Act by the named
officers and directors. The plaintiff seeks unspecified monetary damages plus attorney’s fees and costs. No pre-litigation demand
was made on the Company’s board of directors. The Company and its board of directors dispute the allegations in the complaint and
intend to vigorously defend against the asserted claims.

On May 6, 2025, a shareholder derivative action
(the “May 2025 Derivative Action”) was filed against certain of the Company’s current and past officers and directors,
purportedly on behalf of the Company , in the United States District Court for the District of New Jersey, for alleged breaches of fiduciary
duties, gross mismanagement, waste of corporate assets, unjust enrichment, aiding and abetting breaches of fiduciary duties, and violations
of the Exchange Act. The plaintiff seeks unspecified monetary damages plus attorney’s fees and costs. No pre-litigation demand was
made on the Company’s board of directors. The Company and its board of directors dispute the allegations in the complaint and intend
to vigorously defend against the asserted claims

On June 19, 2025, a shareholder derivative action
(the “June 2025 Derivative Action”) was filed against certain of the Company’s current and past officers and directors,
purportedly on behalf of the Company, in the United States District Court for the District of New Jersey, for alleged breaches of fiduciary
duties, waste, unjust enrichment, common law fraud, and violations of the Exchange Act. The plaintiff seeks unspecified monetary damages
plus attorney’s fees and costs.The Company and its board of directors dispute the allegations in the complaint and intend to vigorously
defend against the asserted claims.

On September 25, 2025, a shareholder derivative
action (the “September 2025 Derivative Action”) was filed against certain of the Company’s current and past officers
and directors, purportedly on behalf of the Company, in the Superior Court of New Jersey Chancery Division, Hudson County, for alleged
breaches of fiduciary duty, unjust enrichment, gross mismanagement, corporate waste, and aiding and abetting fiduciary duties. The complaint
is premised on the same core facts as the securities class action and other related derivative actions previously filed and pending in
the United States District Court for the District of New Jersey, specifically, the complaint alleges omissions and misrepresentations
related to Quad M, QPhoton, NASA, millionways, and the TFLN foundry. The plaintiff seeks unspecified monetary damages plus attorney’s
fees and costs. The Company and its board of directors dispute the allegations in the complaint and intend to vigorously defend against
the asserted claims.

The March 2025 Derivative Action, May 2025 Derivative Action, June
2025 Derivative Action, and September 2025 Derivative Action, have each been stayed pending the resolution of the Company’s motion
to dismiss the Securities Class Action which the Company and named defendants in that action plan to file on or before November 14, 2025.

9

*Stock Options Arbitration*

In February 2025, the Company entered into arbitrations
with two former consultants regarding the forfeiture of stock options. The Company had issued stock options to the consultants in 2020
and 2021 pursuant to their respective consulting agreements. The Company terminated the former consultants’ consulting agreements
in March 2024, at which time the Company informed the former consultants that any vested options had to be exercised within three months
of the termination date, per the Company’s equity and incentive plans. The former consultants did not exercise their vested options,
and the options were duly forfeited. In December 2024, the former consultants claimed that they still retained the right to exercise the
options, which the Company has rejected. The Company disputes these claims and intends to defend itself vigorously.

## Item 1A. Risk Factors.

The Company’s business, reputation, results
of operations, financial condition and stock price can be affected by a number of factors, whether currently known or unknown, including
those described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March
20, 2025 (the “2024 Form 10-K”) and Part II, Item 1A of the Form 10-Q for the quarter ended March 31, 2025, filed May 15,
2025 (the “first quarter 2025 Form 10-Q”). When any one or more of these risks materialize from time to time, the Company’s
business, reputation, results of operations, financial condition and stock price can be materially and adversely affected. Except for
the risk factors disclosed in Part II, Item 1A of the first quarter 2025 Form 10-Q, there have been no material changes to the Company’s
risk factors since the 2024 Form 10-K.

## Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.**

There were no unregistered, unreported sales of,
or Company repurchases of, the Company’s equity securities during the three months ended September 30, 2025.

## Item 3. Defaults upon Senior Securities.

There has been no default in the payment of principal,
interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

## Item 4. Mine Safety Disclosures.

Not Applicable.

## Item 5. Other Information.

None

10

## Item 6. Exhibits.

| Exhibit / Number | Exhibit Description | Incorporated by / Reference / Form | Incorporated by / Reference / Exhibit | Filed or Furnished / Filing Date | Filed or Furnished / Herewith |
| --- | --- | --- | --- | --- | --- |
| 10.1* # | Amendment No. 2 to Employment Agreement by and between Quantum Computing Inc. and Yuping Huang, dated as of May 12, 2025 |  |  |  | X |
| 10.2# | Form of Purchase Agreement, dated as of September 21, 2025, between Quantum Computing Inc. and each Purchaser (as defined therein) | 8-K | 10.1 | 09/24/2025 |  |
| 10.3 | Placement Agency Agreement, dated September 21, 2025, between Quantum Computing Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC | 8-K | 10.2 | 09/24/2025 |  |
| 10.4 | Form of Lock-Up Agreement dated September 21, 2025 | 8-K | 10.3 | 09/24/2025 |  |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. |  |  |  | X |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. |  |  |  | X |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350. |  |  |  | X |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350. |  |  |  | X |
| 101.INS | Inline XBRL Instance Document |  |  |  | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Linkbase Document. |  |  |  | X |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document. |  |  |  | X |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |  |  |  | X |
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document. |  |  |  | X |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document. |  |  |  | X |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |  |  |  |  |

\* Indicates a management  contract or compensatory plan or arrangement.

# Certain exhibits and schedules  to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally  a copy of any omitted exhibit or schedule to the SEC upon its request; however, the Company may request confidential treatment of  omitted items.

11

**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 thereunto duly authorized.

**QUANTUM COMPUTING INC.**

Dated: November 14, 2025 By: */s/ Dr. Yuping Huang*

Dr. Yuping Huang

Chief Executive Officer and President

By: */s/ Christopher Roberts*

Christopher Roberts

Chief Financial Officer

12

---

## EMPLOYMENT AGREEMENT BY AND BETWEEN QUANTUM COMPUTING INC. AND CHRISTOPHER ROBER

SEC source: [ea026430901ex10-1_quantum.htm](https://www.sec.gov/Archives/edgar/data/1758009/000121390025110814/ea026430901ex10-1_quantum.htm)

**Exhibit 10.1**

**AMENDMENT 2 TO EMPLOYMENT AGREEMENT**

**Between**

**QUANTUM COMPUTING INC. and YUPING
HUANG**

This Second Amendment to Employment
Agreement (this “Second Amendment”) is made effective as of the 12th day of May 2025, between Yuping Huang (the “Executive”)
and Quantum Computing Inc. (the “Company”), and amends in certain respects that certain Employment Agreement dated as of June
16, 2022, as amended as of September 1, 2024, between the Executive and the Company (the “Original Agreement”).

1. Amendment
to Section 1. Section 1 of the Original Agreement is hereby amended to reflect that the Term of the Original Agreement is extended
for one year to June 15, 2026 (the “Extended Term”), provided that this Agreement shall be automatically renewed for consecutive
one-year terms at the end of the Extended Term unless either party gives the other at least 90 days written notice of its intention not
to renew prior to the expiration of a term (the “Term”).

2. Amendment
to Section 2. Section 2 of the Original Agreement is hereby deleted and replaced in its entirety with the following:

The Executive agrees to work for
the Company as its interim Chief Executive Officer (CEO) and President, performing all of the duties and responsibilities inherent in
such position. The Executive shall report to the Company’s Board of Directors (the “Board”) and shall be subject to
the supervision thereof, and Executive shall have such authority as is delegated by the Board, which authority shall be sufficient for
the Executive to perform all of the duties of the office referenced herein. The Executive shall devote reasonable best efforts in the
performance of the foregoing services. The Company acknowledges that the Executive is currently a full-time professor at Stevens Institute
of Technology (“Stevens”). Subject to the restrictions set forth in Section 6.4, the Executive may accept other board memberships
or service with other organizations that are not in conflict with the Executive’s primary responsibilities and obligations to the
Company.

3. Amendment
to Section 3.1. Section 3.1 of the Original Agreement is hereby deleted and replaced in its entirety with the following:

Salary. The Company shall pay
the Executive an annual base salary of Four Hundred Thousand Dollars ($400,000.00) payable in twice monthly installments in accordance
with the Company’s customary payroll cycle (the “Base Salary”). The Base Salary thereafter shall be subject to annual
review and adjustment, as determined by the Board (or the Compensation Committee of the Board) in its sole discretion, provided, however,
that the Base Salary may not be decreased without the Executive’s consent unless the compensation payable to all executives of the
Company is also similarly reduced.

4. Amendment
to Section 5.2. Section 5.2 of the Original Agreement is hereby deleted and replaced in its entirety with the following:

Voluntary
Termination by the Company, or for Good Reason. In the event that the Executive’s employment is terminated during the Term
without Cause, or by the Executive’s resignation for Good Reason, and the Executive executes a release in favor of the Company
substantially in the form annexed hereto as Exhibit C, not later than 30 days after the Executive’s employment terminates, and
the period in which the Executive is entitled to revoke such release has expired without any such revocation, then the Company shall
continue to pay to the Executive the Base Salary in effect immediately prior to such termination for the twelve-month period
following the Executive’s last day of employment. In addition, the Company shall continue the Executive’s coverage under
and its contributions towards the Executive’s health care, dental, and life insurance benefits on the same basis as
immediately prior to the date of termination, except as provided below, for the six-month period following the Executive’s
last day of employment. Notwithstanding the foregoing, subject to any overriding laws, the Company shall not be required to provide
any health care, dental, or life insurance benefit otherwise receivable by the Executive if the Executive is actually covered or
becomes covered by an equivalent benefit (at the same cost to the Executive, if any) from another source. Any such benefit made
available to the Executive shall be reported to the Company.

5. No Other Amendments.
The Original Agreement remains in full force and effect and is unamended except as explicitly set forth in this Second Amendment.

6. Counterparts.
This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.

*[Remainder of page intentionally left blank;
signature page follows]*

2

**IN WITNESS WHEREOF**, each of the Executive and the Company
has executed this Second Amendment effective as of the date first above written.

**YUPING HUANG** **Quantum Computing Inc.**

Signature: */s/ Yuping Huang* Signature: */s/ Christopher Roberts*

Typed Name: Yuping Huang Typed Name: Christopher Roberts

Title: Chief Executive Officer and President Title: Chief Financial Officer

Date: 11/3/2025 Date: 11/3/2025

3

---

## CERTIFICATION

SEC source: [ea026430901ex31-1_quantum.htm](https://www.sec.gov/Archives/edgar/data/1758009/000121390025110814/ea026430901ex31-1_quantum.htm)

**Exhibit
31.1**

**Rule
13a-14(a)/15d-14(a) Certification of Chief Executive Officer**

I,
Dr. Yuping Huang, certify that:

| 1. | I have reviewed this Quarterly Report on Form 10-Q of Quantum Computing Inc.; |
| --- | --- |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |

(a) Designed  such disclosure controls and procedures, or caused such disclosure controls and procedures  to be designed under our supervision, to ensure that material information relating to the  registrant, including its consolidated subsidiaries, is made known to us by others within  those entities, particularly during the period in which this report is being prepared;

(b) Designed  such internal control over financial reporting, or caused such internal control over financial  reporting to be designed under our supervision, to provide reasonable assurance regarding  the reliability of financial reporting and the preparation of financial statements for external  purposes in accordance with generally accepted accounting principles;

(c) Evaluated  the effectiveness of the registrant’s disclosure controls and procedures and presented  in this report our conclusions about the effectiveness of the disclosure controls and procedures  as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed  in this report any change in the registrant’s internal control over financial reporting  that occurred during the registrant’s most recent fiscal quarter (the registrant’s  fourth fiscal quarter in the case of an annual report) that has materially affected, or is  reasonably likely to materially affect, the registrant’s internal control over financial  reporting; and

5. The registrant’s  other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,  to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the  equivalent functions):

(a) All  significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are  reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information;  and

(b) Any  fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s  internal control over financial reporting.

Dated:  November 14, 2025

By: */s/  Dr. Yuping Huang*

Dr. Yuping  Huang

Principal  Executive Officer

---

## CERTIFICATION

SEC source: [ea026430901ex31-2_quantum.htm](https://www.sec.gov/Archives/edgar/data/1758009/000121390025110814/ea026430901ex31-2_quantum.htm)

**Exhibit
31.2**

**Rule
13a-14(a)/15d-14(a) Certification of Chief Financial Officer**

I,
Christopher Roberts, certify that:

| 1. | I have reviewed this Quarterly Report on Form 10-Q of Quantum Computing Inc.; |
| --- | --- |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |

(a) Designed  such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others  within those entities, particularly during the period in which this report is being prepared;

(b) Designed  such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our  supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements  for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated  the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about  the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation;  and

(d) Disclosed  in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s  most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,  or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s  other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,  to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the  equivalent functions):

(a) All  significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are  reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;  and

(b) Any fraud,  whether or not material, that involves management or other employees who have a significant role in the registrant’s internal  control over financial reporting.

Dated:  November 14, 2025

By: */s/  Christopher Roberts*

Christopher  Roberts

Principal  Financial Officer and     Principal Accounting Officer

---

## CERTIFICATION

SEC source: [ea026430901ex32-1_quantum.htm](https://www.sec.gov/Archives/edgar/data/1758009/000121390025110814/ea026430901ex32-1_quantum.htm)

**Exhibit
32.1**

**CERTIFICATION
PURSUANT TO 18 USC, SECTION 1350,**

**AS
ADOPTED PURSUANT TO SECTION 906**

**OF
THE SARBANES-OXLEY ACT OF 2002**

In
connection with the Quarterly Report of Quantum Computing Inc. (the “Company”) on Form 10-Q for the quarter ended September
30, 2025, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Dr. Yuping
Huang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley
Act of 2002, that:

(1) The Report  fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information  contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  November 14, 2025

By: */s/  Dr. Yuping Huang*

Dr. Yuping  Huang

Principal  Executive Officer

---

## CERTIFICATION

SEC source: [ea026430901ex32-2_quantum.htm](https://www.sec.gov/Archives/edgar/data/1758009/000121390025110814/ea026430901ex32-2_quantum.htm)

**Exhibit
32.2**

**CERTIFICATION
PURSUANT TO 18 USC, SECTION 1350,**

**AS
ADOPTED PURSUANT TO SECTION 906**

**OF
THE SARBANES-OXLEY ACT OF 2002**

In
connection with the Quarterly Report of Quantum Computing Inc. (the “Company”) on Form 10-Q for the quarter ended September
30, 2025, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Christopher
Roberts, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley
Act of 2002, that:

(1) The Report  fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information  contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  November 14, 2025

By: */s/  Christopher Roberts*

Christopher  Roberts

Principal  Financial Officer and     Principal Accounting Officer