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1、S-1 1 ea0248083-s1_quantum.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on July 3,2025Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QUANTUM COMPUTING INC.(E

2、xact name of registrant as specified in its charter)Delaware 3571 82-4533053(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)5 Marine View Plaza,Suite 214Hoboken,NJ 07030(703)436-2161(Address,incl

3、uding zip code,and telephone number includingarea code,of Registrants principal executive offices)Dr.Yuping Huang,Interim Chief Executive OfficerQuantum Computing Inc.5 Marine View Plaza,Suite 214Hoboken,NJ 07030(703)436-2161(Name,address,including zip code,and telephone numberincluding area code,of

4、 agent for service)With copies to:Joseph M.Lucosky,Esq.Lawrence Metelitsa,Esq.Lucosky Brookman LLP101 Wood Avenue South,5th FloorWoodbridge,NJ 08830Tel.No.:(732)395-4400Fax No.:(732)395-4401 Approximate date of commencement of proposed sale to the public:From time to time after this Registration Sta

5、tement isdeclared effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule

6、462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following bo

7、x and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement

8、number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,smallerreporting company,or an emerging growth company.See the definitions of“large accelerated filer,”

9、“accelerated filer,”“smallerreporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filerAccelerated filer2025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009

10、/000121390025061351/ea0248083-s1_quantum.htm1/29Non-accelerated filerSmaller reporting company Emerging growth company If an emerging growth company,indicate by checkmark if the registrant has not elected to use the extended transition period forcomplying with any new or revised financial accounting

11、 standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the registrant shall file a further amendment which specifically states that this registration s

12、tatement shallthereafter become effective in accordance with Section 8(a)of the Securities Act or until the registration statement shallbecome effective on such date as the Commission,acting pursuant to said section 8(a),may determine.2025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061

13、351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm2/29 The information in this prospectus is not complete and may be changed.We may not sell these securities until the registrationstatement filed with the Securities and Exchange Com

14、mission is effective.This prospectus is not an offer to sell these securities andit is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETIONDATED JULY 3,2025 Quantum Computing Inc.14,035,089 Shares of Co

15、mmon Stock This prospectus relates to the offering and resale by the Selling Stockholder identified herein of up to 14,035,089 shares ofcommon stock,$0.0001 par value(“Common Stock”)of Quantum Computing Inc.(the“Company”),which consists of 14,035,089shares of Common Stock(the“Placement Shares”)issue

16、d to the investors(the“Selling Stockholders”)of the Placement(asdefined herein),pursuant to those certain Purchase Agreements(as defined herein),dated June 22,2025.The Selling Stockholders may from time to time sell,transfer or otherwise dispose of any or all of the securities in a number ofdifferen

17、t ways and at varying prices.See“Plan of Distribution”beginning on page 12 of this prospectus for more information.We are not selling any shares of Common Stock in this offering,and we will not receive any proceeds from the sale of shares bythe Selling Stockholders.Our Common Stock is currently quot

18、ed on the Nasdaq Capital Market(“Nasdaq”)under the symbol“QUBT.”On June 30,2025,the closing price as reported on the Nasdaq was$19.17 per share.The Selling Stockholders may offer all or part of the shares for resale from time to time through public or private transactions,ateither prevailing market

19、prices or at privately negotiated prices.This prospectus provides a general description of the securities being offered.You should this prospectus and the registrationstatement of which it forms a part before you invest in any securities.Investing in our securities involves a high degree of risk.See

20、“Risk Factors”beginning on page 7 of this prospectus for adiscussion of information that should be considered in connection with an investment in our securities.You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto.We have not authorize

21、d anyone to provide you with different information.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.The d

22、ate of this prospectus is,2025.2025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm3/29 TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking StatementsiiProspectu

23、s Summary1Risk Factors7Use of Proceeds8Determination of Offering Price9Selling Stockholders10Plan of Distribution12Legal Matters13Experts13Incorporation of Certain Documents by Reference13Where You Can Find More Information14 You may only rely on the information contained in this prospectus or that

24、we have referred you to.We have not authorizedanyone to provide you with different information.This prospectus does not constitute an offer to sell or a solicitation of an offerto buy any securities other than the Common Stock offered by this prospectus.This prospectus does not constitute an offer t

25、osell or a solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful.Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall,under any circumstances,create any implication that there has been no ch

26、ange in our affairs since the date of this prospectus is correct as of any timeafter its date.i2025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm4/29 CAUTIONARY NOTE R

27、EGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements.Forward-looking statements give our current expectations or forecasts offuture events.You can identify these statements by the fact that they do not relate strictly to historical or current facts.Forward-looking

28、statements involve risks and uncertainties and include statements regarding,among other things,our projected revenuegrowth and profitability,our growth strategies and opportunity,anticipated trends in our market and our anticipated needs forworking capital.They are generally identifiable by use of t

29、he words“may,”“will,”“should,”“anticipate,”“estimate,”“plans,”“potential,”“projects,”“continuing,”“ongoing,”“expects,”“management believes,”“we believe,”“we intend”or the negative ofthese words or other variations on these words or comparable terminology.These statements may be found under the secti

30、onsentitled“Managements Discussion and Analysis of Financial Condition and Results of Operations”and“Business,”as well as inthis prospectus generally.In particular,these include statements relating to future actions,prospective products,market acceptance,future performance or results of current and

31、anticipated products,sales efforts,expenses,and the outcome of contingencies such aslegal proceedings and financial results.Examples of forward-looking statements in this prospectus include,but are not limited to,our expectations regarding our businessstrategy,business prospects,operating results,op

32、erating expenses,working capital,liquidity and capital expenditure requirements.Important assumptions relating to the forward-looking statements include,among others,assumptions regarding demand for ourproducts,the cost,terms and availability of components,pricing levels,the timing and cost of capit

33、al expenditures,competitiveconditions and general economic conditions.These statements are based on our managements expectations,beliefs andassumptions concerning future events affecting us,which in turn are based on currently available information.These assumptionscould prove inaccurate.Although we

34、 believe that the estimates and projections reflected in the forward-looking statements arereasonable,our expectations may prove to be incorrect.Important factors that could cause actual results to differ materially from the results and events anticipated or implied by suchforward-looking statements

35、 include,but are not limited to:changes in the market acceptance of our products;increased levels of competition;changes in political,economic or regulatory conditions generally and in the markets in which we operate;our relationships with our key customers;our ability to retain and attract senior m

36、anagement and other key employees;our ability to quickly and effectively respond to new technological developments;our ability to protect our trade secrets or other proprietary rights,operate without infringing upon the proprietary rights ofothers and prevent others from infringing on the proprietar

37、y rights of the Company;and other risks,including those described in the“Risk Factors”discussion of this prospectus.We operate in a very competitive and rapidly changing environment.New risks emerge from time to time.It is not possible for usto predict all of those risks,nor can we assess the impact

38、 of all of those risks on our business or the extent to which any factor maycause actual results to differ materially from those contained in any forward-looking statement.The forward-looking statements inthis prospectus are based on assumptions management believes are reasonable.However,due to the

39、uncertainties associated withforward-looking statements,you should not place undue reliance on any forward-looking statements.Further,forward-lookingstatements speak only as of the date they are made,and unless required by law,we expressly disclaim any obligation orundertaking to publicly update any

40、 of them in light of new information,future events,or otherwise.ii2025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm5/29 PROSPECTUS SUMMARY This summary highlights sel

41、ected information appearing elsewhere in this prospectus.While this summary highlights what weconsider to be important information about us,you should carefully read this entire prospectus before investing in our CommonStock,especially the risks and other information we discuss under the headings“Ri

42、sk Factors”and“Managements Discussionand Analysis of Financial Condition and Results of Operation”and our consolidated financial statements and related notesincorporated by reference herein.Our fiscal year end is December 31 and our fiscal years ended December 31,2023 and 2024are sometimes referred

43、to herein as fiscal years 2023 and 2024,respectively.Some of the statements made in this prospectusdiscuss future events and developments,including our future strategy and our ability to generate revenue,income and cash flow.These forward-looking statements involve risks and uncertainties which coul

44、d cause actual results to differ materially from thosecontemplated in these forward-looking statements.See“Cautionary Note Regarding Forward-Looking Statements”.Unlessotherwise indicated or the context requires otherwise,the words“we,”“us,”“our”,the“Company,”“our Company,”“QCi”and“QUBT,”refer to Qua

45、ntum Computing Inc.,a Delaware corporation,and unless the context indicates otherwise,alsoincludes our wholly-owned subsidiaries.The High-Performance Computing Landscape There is a large and growing demand for ever-increasing computational performance in information processing and data storage.The r

46、ecent emergence of artificial intelligence,large language models,and machine learning algorithms has added to the needfor efficient processing of vast volumes of data.Classical computers that use silicon microprocessors are understood to haveperformance limitations in solving certain classes of comp

47、utational problems,in particular,optimization problems.Solving largeoptimization problems requires complex calculations that cannot currently be performed in a reasonable amount of time usingclassical computing systems for problem sizes relevant to many industrial and real-world applications.There i

48、s a growing belief among computer science experts that quantum computing,which uses quantum mechanics to solveproblems faster than traditional computers,may offer a potential solution to the hard limits now being approached by classicalcomputers.In addition to new computational methodologies using q

49、uantum mechanics,there is a corresponding emergence ofnew materials in microprocessors that may be able to overcome some of the limitations of the silicon based processors used inclassical computers.One promising area is in the use of photonics,which uses particles of light for computation.We believ

50、e thatthese emerging approaches will create an opportunity for new materials and methods that can meet the growing demand forscalable performance and power efficiency.While it is difficult to determine the date that quantum computers will begin to havepractical relevance,we believe that quantum comp

51、uters with gradually increasing performance will be introduced by multiplevendors over the next five years.The Company Quantum Computing Inc.is an American company utilizing integrated photonics and non-linear quantum optics to develop anddeliver machines for quantum computing,reservoir computing,an

52、d remote sensing,imaging and cybersecurity applications.Ourvision is to lead the revolution in photonics and quantum computing with scalable,accessible,and affordable solutions for real-world problems.QCis products are designed to operate at room temperature and at very low power levels compared to

53、otherquantum systems currently available in the market,such as superconducting,ion-trap,or annealing architectures.Our acquisitionof QPhoton,Inc.(the“QPhoton Merger”)in June 2022,enabled us to offer the aforementioned products,integrated with theCompanys software platform,Qatalyst,that existed befor

54、e the QPhoton Merger.QCis 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 PhotonicsTechnology”).Our Entropy Quantum Computer

55、(“EQC”)is a quantum application of our Core Photonics Technology,designedto solve complex optimization problems.EQC is based on a patent-pending methodology that utilizes the energy in theenvironment to drive controlled feedback through energy loss in a photonic circuit architecture.The EQCs use of

56、theenvironment as an integral part of the system is in sharp contrast to competing quantum approaches,including theaforementioned superconducting,trapped-ion,and annealing architectures,which seek to establish stable quantum states by thecomplete elimination of environmental effects.As a result,the

57、EQC consumes less power than these competing methods andoperates at room temperature making it compatible with an ordinary server room environment.We anticipate that our EQC willenable us to develop and produce multiple generations of quantum machines with increasing computational power,scalability,

58、and speed.12025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm6/29 Our longer-term product development plan is to migrate product designs based on discrete components,i

59、ncluding EQCs currentdesign,to a set of optical integrated circuits built on wafers using a crystalline material called lithium niobate(“Thin FilmLithium Niobate”or“TFLN”).The Company believes that TFLN is an excellent material for optical integrated circuit design,given its advantageous optical pro

60、perties(linear,non-linear and electro-optic)and its compatibility with silicon-basedsemiconductor fabrication methods.In March of 2025,the Company substantially completed the buildout of a state-of-the-artTFLN chip manufacturing facility in a leased space within Arizona State Universitys Research Pa

61、rk in Tempe,Arizona(the“AZChips Facility”).In addition to our EQC technology,we have leveraged QCis core photonics technology to demonstrate powerful quantumsensing use cases in LIDAR(light detection and ranging)(a technology that uses pulsed laser light to measure distances toobjects by calculating

62、 the time it takes for the reflected light to return),reservoir computing(a form of neural network that canbe used in machine learning applications and quantum cyber authentication(a method for highly secure communication within anetwork).Several of these technologies are in the early stages of comm

63、ercialization and several are available to customersthrough our research&development offerings.Our Strategy QCis strategy is to provide a range of accessible and affordable quantum machines to commercial and government markets,supported by professional services through our“Quantum Solutions”offering

64、.Our proprietary technology is central to ourstrategy because we believe that it enables us to leverage the advantages of size,weight,power,and cost over competingcryogenic computing products.We further differentiate ourselves in the market by offering,in addition to cloud-based access toour quantum

65、 computers,on-premises installation of our EQC product,which is rack-mountable and compatible with standardserver room infrastructure and requires no special cooling,shielding,or power considerations.Further,our EQC development plan to gradually replace discrete optical components with photonic inte

66、grated circuits willprovide us the ability to fabricate and sell a range of custom lithium niobate chips for use in our own product lines as well asTFLN Optical Chips,as defined below,for sale into existing commercial markets for optical devices.Market Opportunity The Company believes that quantum s

67、olutions have the potential to bring significant and increasing advances in the fields ofmedicine,engineering,autonomous vehicles,energy management,and cybersecurity and that the demand for quantumcomputing in these market sectors will likely outpace and outperform the general-purpose universal comp

68、uting market in thenear-to mid-term and into the foreseeable future.We believe that our core photonics technology applications offer practical,cost-effective solutions that can materially advance the adoption of quantum machines across several market segmentsincluding:1.Quantum computing,including q

69、uantum optimization computing 2.Reservoir computing,including edge hardware devices 3.Remote sensing and imaging,including LiDAR and quantum photonic vibrometry 4.Cybersecurity,including authentication While the current quantum computing market comprises a fraction of the broader high-performance co

70、mputing market,weanticipate that quantum computers will unlock new applications that are unlikely to be addressable by existing high-performancecomputers comprised of leveraging classical processing units.Estimates of the size of the global high-performance computingindustry vary,but according to Gr

71、and View Research,the high-performance computing market was valued at$39.1 billion in2019 and is expected to reach a value of$53.6 billion by 2027,see Grand View Research-High Performance ComputingMarket Size Worth$53.6 Billion By 2027,https:/ According to a report from Allied Market Research,the gl

72、obal enterprise quantum computing market sizewas valued at$1.3 billion in 2020 and is projected to reach$18.3 billion by 2030,growing at a compound annual growth rate of29.7%from 2021 to 2030,according to a published report on the enterprise quantum computing market athttps:/ contained on,or that ca

73、n be accessedthrough,these websites is not incorporated by reference in this Annual Report,and you should not consider information on thesewebsites to be part of this Annual Report).22025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archi

74、ves/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm7/29 As an early participant in this rapidly growing market,we believe we are well-positioned to capture a meaningful amount of thisgrowth.We also believe that there is further potential upside from quantum computing and technology mo

75、re broadly openingnew markets not included in traditional high-performance computing market size estimates.Additionally,we believe that our foundry services offering will address the growing TFLN market and photonic integratedcircuit markets.A recent Market Research Reports:Document ID:LPI08232779;P

76、ublished August 8,2023“Thin FilmLithium Niobate Market Forecast 2023-2029,”indicates a significant potential market growth for TFLN devices.The studycovers use applications and segments that forecast the global TFLN electro-optical modulator market,valued at$190.4 millionin 2022,to grow an estimated

77、$1,931.3 million by 2029-a compound annual growth rate of 39 percent.The report furtherdescribes how such increase in demand is expected to be principally driven by the material advantages described above.Specifically,TFLN electro-optical modulators have the advantages of large bandwidth,low power c

78、onsumption,and small size.Further,Mordor Intelligence published a market report,“Photonic Integrated Circuit Market Size&Share Analysis-Growth Trends&Forecasts(2024-2029)”forecasts that the photonic integrated circuit(PIC)market,currently valued at$15.1 billion,will grow at a compound annual growth

79、rate of 20.5%to$38.4 billion in 2029.We believe that this suggestssignificant potential demand for QCis products and services.Products and Products in Development The Company believes it is well-positioned in the marketplace due to its Core Photonics Technology in integrated photonics thatallows QCi

80、 to offer a suite of quantum machines to the market today with a robust technology roadmap for the future.TheQPhoton Merger substantially broadened the Companys technology portfolio and enabled us to develop a group of closelyrelated products to EQC,based on our underlying Core Photonics Technology.

81、TFLN Optical Chips We believe that TFLN optical integrated circuits(“TFLN Optical Chips”)will ultimately provide the greatest scalability andperformance advantages for quantum information processing,sensing,and imaging applications.While the Company isdeveloping proprietary chip designs to for TFLN

82、Optical Chips for exclusive use in our products for the aforementionedapplications,the Companys foundry services offering at our AZ Chips Facility will make available a range of custom TFLNchips(custom single photon detectors)for sale into existing commercial markets,including optical devices such a

83、s electro-optical modulators,periodically poled devices for frequency conversion and micro ring resonator cavities.Entropy Quantum Computer QCi launched a new EQC device during the first quarter of 2024(Dirac-3)and plans to release a series of additional EQCproducts in the coming years that build an

84、d expand upon the same analog architecture.This planned evolution of technology andproduct enhancements will involve improving the size and capacity of the EQC machines,as well as speed,scalability,andperformance fidelity.The EQC is available both as a cloud-based subscription service,similar to oth

85、er quantum machines,aswell as an affordable on-premises solution.EQC is a full-stack system,incorporating QCis custom user interface software Qatalyst,which allows users to avoid thecomplexity of software development kits(“SDKs”)at the circuit level and has evolved from QCis primary SaaS offering to

86、 thesoftware that powers our offerings.Operating on EQC,Qatalyst enables developers to create and execute quantum-readyapplications using application programming interfaces.Users can then use these same interfaces on conventional computers toachieve optimization performance advantages using our clou

87、d-based solution.Reservoir Computer Launched in June 2023,QCis first reservoir computing product is an edge device that used an integrated circuit that can bereprogrammed after manufacturing and optimized for recurrent neural network applications.An“edge device”allows the user toprocess,measure,and

88、analyze data locally(at the users device)as opposed to over a network where data must be sent over theinternet or through some cloud service.QCis Reservoir Computer(“RC”)is a standalone device that can be plugged into a localcomputer or server without having to connect over the internet.We believe t

89、hat the RCs hardware-based approach to reservoircomputing has advantages over more traditional software approaches,including significantly faster processing speeds,80%-95%less energy consumption,portability(size of power bank),affordability,and requiring significantly shorter training time.Our bench

90、marking analyses further show that the RC is capable of delivering superior performance in time-dependent tasks,such as chaotic time series prediction,unstructured financial model prediction,natural language processing,and weatherforecasting.To date,the market for reservoir computing has been limite

91、d due to computing cost and technical implementationcomplexities,which we designed the RC to address.We anticipate that future generations of the RC will introduce greater speedof performance and scalability,which will enable the RC to participate in large language model training and other applicati

92、ons.2025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm8/29While technology challenges remain in scaling this technology,this is one of our focus areas to gain a signif

93、icant share in theartificial intelligence/machine learning hardware market.32025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm9/29 LiDAR and Quantum Photonic Vibromete

94、r QCis LiDAR uses patented methodologies that leverage the selective use of spatial-temporal modes to maximize the signal-to-noise ratio of weak information signals in a high-noise background.This technology allows QCi machines to see through densefog and provide image fidelity at great distances wi

95、th very high resolution in difficult environments such as snow,ice,and water.The practical benefits on payload and signal-to-noise enhancement can be used to produce LiDAR machines that are greatlyenhanced in their ability to measure at improved resolution and distances from aircraft,drones,and even

96、 satellites.Launched July 2023,QCis Quantum Photonic Vibrometer is a proprietary,powerful instrument for remote vibration detection,sensing,and inspection.We believe that this device offers significant advancements in sensitivity,speed,and resolution,capableof discerning for the first time,highly ob

97、scured and non-line-of-sight objects.The Quantum Photonic Vibrometer measures thevibration frequency of a remote target by utilizing fast-gated single photon counting to directly detect returning photons whosewavefunctions are dynamically modulated as they are reflected off the target.By counting ph

98、otons at a megahertz rate,importantproperties such as material composition and mechanical integrity can be determined within seconds and,depending on detectiondistance,with microwatt to milliwatt optical power.Working at an eye-safe wavelength,the system can accurately characterizethe vibration spec

99、tra of solid or liquid targets with vibration amplitude as small as 100 nanometers.Quantum Networks and Quantum Authentication QCi has developed a prototype system to address one of the major challenges in cybersecurity,the authentication of users on anetwork,which is currently facilitated by the di

100、stribution of“private keys”by a trusted third party.This approach is inherentlyinsecure as keys are bundled and travel with the encrypted data,making it susceptible to harvest-and-decrypt-later vulnerability.QCi has developed a quantum authentication technology and methodology that eliminates the ne

101、ed for trust in third-partyinvolvement in key distribution.Our approach uses a combination of a high-powered laser,and a patented detectionmethodology deeply rooted in the fundamental principles of quantum mechanics,resulting in what we believe will be anunbreakable basis for private network communi

102、cation.Competition The quantum computing industry is highly competitive and rapidly evolving and will likely remain so for the foreseeable future.As this industry continues to grow and mature,we expect a continued influx of new competitors,products,hardware advances,and concepts to emerge that can d

103、ramatically transform the industry and our business.Due to the high price point of quantumcomputing hardware today,novel business models may emerge to adapt to customer preferences in the high-performancecomputing industry.Our ability to evolve and adapt rapidly over an extended period of time will

104、be critical in remainingcompetitive.We perform a broad range of research and development efforts to identify and position for the changing demands offuture customers and users,industry trends,and competitive forces.According to research conducted by The Quantum Insider,there are over 700 companies a

105、nd approximately 400 universityacademic groups working in various aspects of quantum technology,with approximately 400 of these having a pure-play focuson quantum computing.These entities range in size from diversified global companies with significant research and development resources such as IBM,

106、Google,Intel,Microsoft,Quantinuum(formerly Honeywell)and Amazon to recent market entrants such as D-Wave Quantum,Rigetti Computing,IonQ,PsiQuantum,Xanadu and Infleqtion(formerly ColdQuanta),as well as smaller privately fundeddevelopment stage companies whose narrower product focuses may allow them t

107、o be more effective in deploying resourcestowards a specific industry demand.In addition,we face competition from large research organizations funded by sovereignnations such as China,Russia,Canada,Australia,and the United Kingdom,as well as the European Union,and we believe thatadditional countries

108、 will invest in quantum computing in the future.We will continue to face competition from the existing high-performance computing industry using classical(non-quantum)computers.42025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/e

109、dgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm10/29 We believe that competition in this market segment will intensify.Many of our competitors may have longer operating histories,significantly greater financial,technical,product development,and marketing resources,and greater name reco

110、gnition than wedo.Our competitors could use these resources to market or develop products or services that are more effective or less costlythan any or all of our products or services.Intellectual Property Our intellectual property consists of patents,trademarks,and trade secrets.Our trade secrets c

111、onsist of product formulas,research and development,and unpatentable know-how,all of which we seek to protect,in part,by confidentiality agreements.To protect our intellectual property,we rely on a combination of laws and regulations,as well as contractual restrictions.Federaltrademark law protects

112、our registered trademarks.We also rely on the protection of laws regarding unregistered copyrights forcertain content we create and trade secret laws to protect our proprietary technology.To further protect our intellectual property,we enter into confidentiality agreements with our executive officer

113、s,employees,consultants and directors.Recent Developments On June 22,2025,the Company entered into securities purchase agreements(the“Purchase Agreements”)pursuant to which theCompany agreed to issue to the Selling Stockholders,in a private placement(the“Placement”),an aggregate of 14,035,089shares(

114、the“Placement Shares”)of the Common Stock,at a purchase price of$14.25 per share.The closing of the Placementoccurred on June 24,2025.The Placement resulted in gross proceeds of approximately$200 million before deducting placementagent commissions and other offering expenses.The issuance of the Plac

115、ement Shares was not registered under the Securities Act of 1933,as amended(the“Securities Act”),orany state securities laws.The Placement Shares were issued in reliance on the exemption from registration provided by Section4(a)(2)under the Securities Act and/or Regulation D promulgated thereunder f

116、or transactions not involving a public offering.The Company is required to file a registration statement providing for the resale of the Placement Shares by July 9,2025.Theregistration statement,of which this prospectus forms a part of,is being filed pursuant to the Purchase Agreements.Pursuant to t

117、he Purchase Agreements and the Placement Agency Agreement(as defined below),the Company has agreed not toissue,enter into any agreement to issue,or announce the issuance or proposed issuance of any shares of Common Stock orCommon Stock equivalents,or file any registration statement or any amendment

118、or supplement thereto,for a period of 75 daysafter the closing date of the Placement,subject to certain customary exceptions,without the consent of the Placement Agent.The Company also entered into a Placement Agency Agreement(the“Placement Agency Agreement”)with Titan Partners GroupLLC,a division o

119、f American Capital Partners,LLC(the“Placement Agent”),dated June 22,2025,pursuant to which thePlacement Agent acted as the exclusive placement agent for the Company in connection with the Placement.The Company paidthe Placement Agent a cash fee based on the total size of the Placement according to a

120、 formula set forth in the Placement AgencyAgreement.In addition,the Company agreed to reimburse the Placement Agent for up to$100,000 of its fees and expenses inconnection with the Placement.In connection with the Placement,pursuant to lock-up agreements,the Companys directors and executive officers

121、 agreed for aperiod 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 equivalentposition or liquidate or decrease

122、a call equivalent position with respect to,any shares of Common Stock or securities convertible,exchangeable or exercisable into Common Stock,that they beneficially own,hold,or thereafter acquire,or make any demand foror exercise any right or cause to be filed a registration,including any amendments

123、 thereto,with respect to the registration of anyCommon Stock or Common Stock equivalents or publicly disclose the intention to do any of the foregoing.Corporate Information Our executive offices are located at 5 Marine View Plaza,Suite 214,Hoboken,NJ 07030,and our telephone number is(703)436-2121.Ou

124、r corporate website is .Information appearing on our website is not part of thisprospectus.52025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm11/29 THE OFFERING This p

125、rospectus relates to the offer and sale from time to time of up to 14,035,089 shares of Common Stock by the SellingStockholders.Common Stock offered by theSelling Stockholders:14,035,089 shares of Common Stock.Common Stock outstanding prior tothis offering(1)157,911,321 shares of Common Stock(inclus

126、ive of the Placement Shares)Use of proceeds We will not receive any proceeds from the sale of Common Stock by the SellingStockholders.All of the net proceeds from the sale of our common stock will go to theSelling Stockholders as described below in the sections entitled“Selling Stockholders”and“Plan

127、 of Distribution”.We have agreed to bear the expenses relating to theregistration of the Common Stock for the Selling Stockholders.Risk factors Investing in our securities is highly speculative and involves a high degree of risk.Youshould carefully consider the information set forth in the“Risk Fact

128、ors”sectionbeginning on page 7 before deciding to invest in our securities.Trading symbol Our Common Stock is currently quoted on the Nasdaq Capital Market under the tradingsymbol“QUBT”.(1)The number of shares of our Common Stock outstanding prior to and to be outstanding immediately after this offe

129、ring,asset forth in the table above,is based on 157,911,321 shares outstanding as of June 30,2025,and excludes:6,858,268 shares of our Common Stock issuable upon the exercise of stock options outstanding,at a weighted averageexercise price of$3.12 per share;and 2,445,481 shares of our Common Stock i

130、ssuable upon exercise of warrants outstanding,at a weighted average exerciseprice of$3.42 per share.62025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm12/29 RISK FACTO

131、RS Investing in our securities involves a great deal of risk.Careful consideration should be made of the following factors as well asother information included in this prospectus before deciding to purchase our securities.We have also identified a number of thesefactors under the heading“Risk Factor

132、s”in our periodic reports we file with the SEC,including our annual report on Form 10-Kfor the year ended December 31,2024(the“Annual Report”),which section is incorporated by reference herein.There are manyrisks that affect our business and results of operations,some of which are beyond our control

133、.Our business,financial condition oroperating results could be materially harmed by any of these risks.This could cause the trading price of our securities to decline,and you may lose all or part of your investment.Additional risks that we do not yet know of or that we currently think areimmaterial

134、may also affect our business and results of operations.Risks Related to This Offering The Selling Stockholders may sell their shares of Common Stock in the open market,which may cause our stock price todecline.The Selling Stockholders may sell their shares of Common Stock being registered in this of

135、fering in the public market.That meansthat up to 14,035,089 shares of Common Stock,the number of shares being registered in this offering for sale by the SellingStockholders,may be sold in the public market.Such sales will likely cause our stock price to decline.Sale of our Common Stock by the Selli

136、ng Stockholders could encourage short sales by third parties,which could contribute tothe further decline of our stock price.The significant downward pressure on the price of our Common stock caused by the sale of material amounts of Common Stockcould encourage short sales by third parties.Such an e

137、vent could place further downward pressure on the price of our CommonStock.72025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm13/29 USE OF PROCEEDS We will not receive

138、 any proceeds from the sale of Common Stock by the Selling Stockholders.All of the net proceeds from the saleof our Common Stock will go to the Selling Stockholders as described below in the sections entitled“Selling Stockholders”and“Plan of Distribution”.We have agreed to bear the expenses relating

139、 to the registration of the Common Stock for the SellingStockholders.82025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm14/29 DETERMINATION OF OFFERING PRICE The Selli

140、ng Stockholders will offer Common Stock at the prevailing market prices or privately negotiated prices.The offering priceof our Common Stock does not necessarily bear any relationship to our book value,assets,past operating results,financialcondition or any other established criteria of value.Our Co

141、mmon Stock may not trade at the market prices in excess of the offeringprices for Common Stock in any public market will be determined in the marketplace and may be influenced by many factors,including the depth and liquidity.92025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea02

142、48083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm15/29 SELLING STOCKHOLDERS We are registering the shares of Common Stock in order to permit the Selling Stockholders to offer these shares for resale fromtime to time.Except for the investme

143、nt in the Common Stock being registered hereunder,and,in the case of certain investors,theirinvestment in(i)registered direct offerings that closed on November 18,2024 and December 12,2024(together,the“2024RDOs”),and(i)private placements that closed on December 12,2024(the“December 2024 PIPE”)and Ja

144、nuary 7,2025(the“January 2025 PIPE”),the Selling Stockholders have not had any material relationship with us within the past three years.Theshares of Common Stock issued in the 2024 RDOs,the December 2024 PIPE,and the January 2025 PIPE were registeredseparately.We have entered into the Purchase Agre

145、ements with the Selling Stockholders whereby we have agreed to file a registrationstatement for the registration of the shares of Common Stock issued pursuant to the Purchase Agreements.Pursuant to the terms ofthe Purchase Agreements,the Company has agreed to file a registration statement by July 9,

146、2025.The registration statement,ofwhich this prospectus forms a part of,is being filed pursuant to the Purchase Agreements.For additional information regarding theissuances of those shares of Common Stock,see“Recent Developments”under“Prospectus Summary”above.The table below lists the Selling Stockh

147、olders and other information regarding the beneficial ownership of the shares of CommonStock by the Selling Stockholders.The second column lists the number of shares of Common Stock beneficially owned by theSelling Stockholders,based on its ownership of the shares of Common Stock,as of the date here

148、of.Unless otherwise noted,allshares owned by the Selling Stockholders was acquired in the Placement.The third column lists the shares of Common Stock beingoffered by this prospectus by the Selling Stockholders.The fourth column assumes the sale of all of the shares offered by theSelling Stockholders

149、 pursuant to this prospectus.The Selling Stockholders may sell all,some or none of their shares in this offering.See“Plan of Distribution.”Name of Selling Stockholders Number ofShares ofCommonStockOwnedPrior toOffering MaximumNumber ofshares ofCommon Stockto beSold Pursuantto thisProspectus Number o

150、fshares ofCommonStockOwnedAfter theOffering(1)Jane Street Global Trading,LLC(2)5,621,763 4,678,363 943,400 Citadel CEMF Investments Ltd.(3)4,241,089 2,339,181 1,901,908 Anson Funds Management LP and its affiliated entities(4)4,678,363 4,678,363 0 Polar Multi-Strategy Master Fund and its affiliated e

151、ntities(5)1,559,300 1,559,300 0 Transcend Partners,LLC(6)779,882 779,882 0 Total 14,035,089 0 (1)Assumes that the Selling Stockholders sell all of the Common Stock offered pursuant to this prospectus.102025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps

152、:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm16/29 (2)Includes 4,678,363 shares of Common Stock issued in the Placement.Based on information provided by Jane Street GlobalTrading,LLC(“Jane Street”),Jane Street is a wholly owned subsidiary of Jane Street Group,

153、LLC(“Jane Street Group”).Turner Batty and Matthew Berger are the members of Jane Street Groups Management Committee who exercise dispositivepower over the shares.The business address of Jane Street Global Trading,LLC is 250 Vesey Street,3rd Floor,New York,NY10281.(3)Includes 2,339,181 shares of Comm

154、on Stock issued in the Placement.Based on information provided by Citadel CEMFInvestments Ltd.(“Citadel”),Citadel Advisors LLC is the portfolio manager of Citadel.Citadel Advisors Holdings LP(“CAH”),is the sole member of Citadel Advisors LLC.Citadel GP LLC,(“CGP”),is the general partner of CAH.Kenne

155、thGriffin owns a controlling interest in CGP.Mr.Griffin,as the owner of a controlling interest in CGP,may be deemed to haveshared power to vote or direct the vote of,and/or shared power to dispose or to direct the disposition over,the shares held byCitadel.This disclosure is not and shall not be con

156、strued as an admission that Mr.Griffin or any of the Citadel related entitieslisted above is the beneficial owner of these shares of Common Stock other than the securities actually owned by such person(if any).The address of Citadel is c/o Citadel Enterprise Americas LLC,Southeast Financial Center,2

157、00 S.Biscayne Blvd.,Suite 3300,Miami,FL 33131.(4)Number of Shares of Common Stock Owned Prior to Offering consists of 3,181,286 shares of Common Stock held by AnsonInvestments Master Fund LP(“Anson Master”),888,890 shares of Common Stock held by Anson East Master Fund LP(“Anson East”)and 608,187 sha

158、res of Common Stock held by Anson Opportunities Master Fund LP(together with AnsonMaster and Anson East,the“Anson Funds”).Based on the information provided by the Anson Funds,Anson Advisors Inc andAnson Funds Management LP,the Co-Investment Advisers of each of the Anson Funds,hold voting and disposi

159、tive powerover the shares of Common Stock held by each of the Anson Funds.Tony Moore is the managing member of AnsonManagement GP LLC,which is the general partner of Anson Funds Management LP.Moez Kassam and Amin Nathoo aredirectors of Anson Advisors Inc.Mr.Moore,Mr.Kassam and Mr.Nathoo each disclai

160、m beneficial ownership of theseCommon Shares except to the extent of their pecuniary interest therein.The principal business address of each of the AnsonFunds is Maples Corporate Services Limited,PO Box 309,Ugland House,Grand Cayman,KY1-1104,Cayman Islands.(5)Number of Shares of Common Stock Owned P

161、rior to Offering consists of 286,300 shares of Common Stock held by PolarLong/Short Master Fund(“Polar Long/Short”)and 1,273,000 shares of Common Stock held by Polar Multi-Strategy MasterFund(together with Polar Long/Short,the“Polar Funds”).Based on information provided by the Polar Funds,the Polar

162、Fundsare under management by Polar Asset Management Partners Inc.(“PAMPI”).PAMPI serves as Investment Advisor to each ofthe Polar Funds and has control and discretion over the shares held by each of the Polar Funds.As such,PAMPI may bedeemed the beneficial owner of the shares held by the Polar Funds

163、.The ultimate natural person who has voting and dispositivepower over the shares held by the Polar Funds is Paul Sabourin,Chief Investment Officer of PAMPI.PAMPI and PaulSabourin disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest therein.The p

164、rincipal business address of each of the Polar Funds is c/o Polar Asset Management Partners Inc.,16 York Street,Suite2900,Toronto,Ontario,M5J 0E6 Canada.(6)Based on information provided by Transcend Partners,LLC(“Transcend”),Malcolm Fairbairn,the Chief Investment Officerof Transcend,has discretionar

165、y authority to vote and dispose of the shares held by Transcend and may be deemed to be thebeneficial owner of these shares held by Transcend.The principal business address of Transcend is 3972 Happy Valley Road,Lafayette,CA 94549.112025/7/4 08:50sec.gov/Archives/edgar/data/1758009/00012139002506135

166、1/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm17/29 PLAN OF DISTRIBUTION The Selling Stockholders of the securities and any of their pledgees,assignees and successors-in-interest may,from time to time,sell any or all of their secu

167、rities covered hereby on the principal trading market or any other stock exchange,market or tradingfacility on which the securities are traded or in private transactions.These sales may be at fixed or negotiated prices.A SellingStockholders may use any one or more of the following methods when selli

168、ng securities:ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion ofthe block as principal to facilitate the transaction;purchases by

169、 a broker-dealer as principal and resale by the broker-dealer for its account;an exchange distribution in accordance with the rules of the applicable exchange;privately negotiated transactions;settlement of short sales that are not in violation of Regulation SHO;in transactions through broker-dealer

170、s that agree with the Selling Stockholders to sell a specified number of such securitiesat a stipulated price per security;through the writing or settlement of options or other hedging transactions,whether through an options exchange orotherwise;a combination of any such methods of sale;or any other

171、 method permitted pursuant to applicable law.The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Actof 1933,as amended(the“Securities Act”),if available,rather than under this prospectus.Broker-dealers engaged by the Selling

172、Stockholders may arrange for other brokers-dealers to participate in sales.Broker-dealersmay receive commissions or discounts from the Selling Stockholders(or,if any broker-dealer acts as agent for the purchaser ofsecurities,from the purchaser)in amounts to be negotiated,but,except as set forth in a

173、 supplement to this prospectus,in the case ofan agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440;and in the case ofa principal transaction a markup or markdown in compliance with FINRA IM-2440.In connection with the sale of the securities or int

174、erests therein,the Selling Stockholders may enter into hedging transactions withbroker-dealers or other financial institutions,which may in turn engage in short sales of the securities in the course of hedging thepositions they assume.The Selling Stockholders may also sell securities short and deliv

175、er these securities to close out their shortpositions,or loan or pledge the securities to broker-dealers that in turn may sell these securities.The Selling Stockholders may alsoenter into option or other transactions with broker-dealers or other financial institutions or create one or more derivativ

176、e securitieswhich require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus,whichsecurities such broker-dealer or other financial institution may resell pursuant to this prospectus(as supplemented or amended toreflect such transaction).The Sel

177、ling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be“underwriters”within the meaning of the Securities Act in connection with such sales.In such event,any commissions received bysuch broker-dealers or agents and any profit on the resale o

178、f the securities purchased by them may be deemed to be underwritingcommissions or discounts under the Securities Act.The Selling Stockholders has informed the Company that it does not have anywritten or oral agreement or understanding,directly or indirectly,with any person to distribute the securiti

179、es.The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities.The Company has agreed to indemnify the Selling Stockholders against certain losses,claims,damages and liabilities,includingliabilities under the Securities Act.The resa

180、le securities will be sold only through registered or licensed brokers or dealers if required under applicable state securitieslaws.In addition,in certain states,the resale securities covered hereby may not be sold unless they have been registered orqualified for sale in the applicable state or an e

181、xemption from the registration or qualification requirement is available and iscomplied with.2025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm18/29 122025/7/4 08:50se

182、c.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm19/29 LEGAL MATTERS Certain legal matters with respect to the securities offered hereby will be passed upon by Lucosky Brookman LLP,W

183、oodbridge,New Jersey.EXPERTS The consolidated financial statements of Quantum Computing Inc.and subsidiaries as of December 31,2024 and 2023 and for eachof the two years in the period ended December 31,2024,incorporated in this prospectus by references to the Annual Report onForm 10-K for the year e

184、nded December 31,2024,have been so incorporated in reliance on the report of BPM LLP,anindependent registered public accounting firm,given on the authority of said firm as experts in auditing and accounting.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows us to“incorporate by reference

185、”into this Prospectus the information in documents we file with it,which meansthat we can disclose important information to you by referring you to those documents.The information incorporated by referenceis considered to be a part of this Prospectus,and information that we file later with the SEC w

186、ill automatically update andsupersede this information.Any statement contained in any document incorporated or deemed to be incorporated by referenceherein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in oromitted from this Pro

187、spectus or any accompanying prospectus supplement,or in any other subsequently filed document which alsois or is deemed to be incorporated by reference herein,modifies or supersedes such statement.Any such statement so modified orsuperseded shall not be deemed,except as so modified or superseded,to

188、constitute a part of this Prospectus.We incorporate by reference the documents listed below and any future documents that we file with the SEC(excluding anyportion of such documents that are furnished and not filed with the SEC)under Sections 13(a),13(c),14 or 15(d)of the ExchangeAct(i)after the dat

189、e of the initial filing of the registration statement of which this Prospectus forms a part prior to the effectivenessof the registration statement and(ii)after the date of this Prospectus until the offering of the securities is terminated:our Annual Report on Form 10-K for the year ended December 3

190、1,2024 filed with the SEC on March 20,2025;our Quarterly Report on Form 10-Q for the quarter ended March 31,2025,filed with the SEC on May 15,2025;our Current Reports on Form 8-K filed with the SEC on January 8,2025,March 26,2025,April 4,2025,April 16,2025,May 8,2025,June 20,2025,and June 25,2025;an

191、d all reports and other documents subsequently filed by us pursuant to Sections 13(a),13(c),14 and 15(d)of the ExchangeAct after the date of this Prospectus and prior to the termination of this offering.We also incorporate by reference any future filings(other than information furnished under Item 2

192、.02 or Item 7.01 of Form 8-K andexhibits furnished on such form that are related to such items unless such Form 8-K expressly provides to the contrary)made withthe SEC pursuant to Sections 13(a),13(c),14 or 15(d)of the Exchange Act,including those made after the date of the initial filingof the regi

193、stration statement of which this Prospectus is a part and prior to effectiveness of such registration statement,until we filea post-effective amendment that indicates the termination of the offering of the Common Stock made by this Prospectus and willbecome a part of this Prospectus from the date th

194、at such documents are filed with the SEC.Information in such future filingsupdates and supplements the information provided in this Prospectus.Any statements in any such future filings will automaticallybe deemed to modify and supersede any information in any document we previously filed with the SE

195、C that is incorporated ordeemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace suchearlier statements.132025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/d

196、ata/1758009/000121390025061351/ea0248083-s1_quantum.htm20/29 Notwithstanding the foregoing,information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K,including therelated exhibits,is not incorporated by reference in this Prospectus.The information about us contained in this Pr

197、ospectus should be read together with the information in the documents incorporatedby reference.You may request a copy of any or all of these filings,at no cost,by writing or telephoning us at:Quantum ComputingInc.,5 Marine View Plaza,Suite 214,Hoboken,NJ 07030,(703)436-2161.WHERE YOU CAN FIND MORE

198、INFORMATION This prospectus is part of a registration statement on Form S-1 that we filed with the SEC.Certain information in the registrationstatement has been omitted from this prospectus in accordance with the rules and regulations of the SEC.Whenever a reference ismade in this prospectus to any

199、of our contracts,agreements or other documents,the reference may not be complete and you shouldrefer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated byreference into this prospectus for a copy of such contract,agreement or

200、other document.Because we are subject to the informationand reporting requirements of the Exchange Act,we file annual,quarterly and current reports,proxy statements and otherinformation with the SEC.Our SEC filings are available to the public over the internet at the SECs website at http:/www.sec.go

201、v.142025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm21/29 14,035,089 Shares of Common Stock Quantum Computing Inc.PROSPECTUS,2025 2025/7/4 08:50sec.gov/Archives/edga

202、r/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm22/29 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13.Other Expenses of Issuance and Distribution The following table sets forth the costs and ex

203、penses,other than underwriting discounts and commissions,to be paid by theRegistrant in connection with the issuance and distribution of the securities being registered.All amounts other than the SECregistration fee are estimates.SEC Registration Fee$36,766 Accounting Fees and Expenses$10,000 Legal

204、Fees and Expenses$40,000 Total*$86,766 *Estimated expenses.Item 14.Indemnification of Directors and Officers Section 102(b)(7)of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation thata director of the corporation shall not be personally liable

205、to the corporation or its shareholders for monetary damages for breach offiduciary duty as a director,except for liability(i)for any breach of the directors duty of loyalty to the corporation or itsshareholders,(ii)for acts or omissions not in good faith or which involve intentional misconduct or a

206、knowing violation of law,(iii)for unlawful payments of dividends or unlawful stock repurchases,redemptions or other distributions,or(iv)for any transactionfrom which the director derived an improper personal benefit.Our amended certificate of incorporation provides that,to themaximum extent permitte

207、d by law,no director shall be personally liable to us or our shareholders for monetary damages for breachof fiduciary duty as director.Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well asother employees and individuals agains

208、t expenses(including attorneys fees),judgments,fines and amounts paid in settlementactually and reasonably incurred by such person in connection with any threatened,pending or completed actions,suits orproceedings in which such person is made a party by reason of such person being or having been a d

209、irector,officer,employee oragent to the corporation.The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to whichthose seeking indemnification may be entitled under any bylaw,agreement,vote of shareholders or disinterested directors orotherwise.Our bylaws p

210、rovide for indemnification by us of our directors,officers and employees to the fullest extent permitted bythe Delaware General Corporation Law.Insofar as indemnification for liabilities arising under the Securities Act may be provided for directors,officers,employees,agentsor persons controlling an

211、 issuer pursuant to the foregoing provisions,the opinion of the SEC is that such indemnification is againstpublic policy as expressed in the Securities Act,and is therefore unenforceable.In the event that a claim for indemnification bysuch director,officer or controlling person of us in the successf

212、ul defense of any action,suit or proceeding is asserted by suchdirector,officer or controlling person in connection with the securities being offered,we will,unless in the opinion of our counselthe matter has been settled by controlling precedent,submit to a court of appropriate jurisdiction the que

213、stion whether suchindemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication ofsuch issue.No pending material litigation or proceeding involving our directors,executive officers,employees or other agents as to whichindemnification

214、 is being sought exists,and we are not aware of any pending or threatened material litigation that may result inclaims for indemnification by any of our directors or executive officers.II-12025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov

215、/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm23/29 Item 15.Recent Sales of Unregistered Securities The following sets forth information regarding all unregistered securities sold by us in transactions that were exempt from therequirements of the Securities Act in the last

216、three years.Except where noted,all of the securities discussed in this Item 15 were allissued in reliance on the exemption under Section 4(a)(2)of the Securities Act.Unless otherwise indicated,all of the shareissuances described below were made in reliance on the exemption from registration provided

217、 by Section 4(a)(2)of the SecuritiesAct and/or Regulation D promulgated thereunder for transactions not involving a public offering.On December 10,2024,the Company issued(i)1,540,000 shares of Common Stock at a purchase price of$5.00 per share,in aregistered direct offering and(ii)8,460,000 shares o

218、f its Common Stock at the same price in a private placement,for aggregategross proceeds of$50 million.In connection with the offerings,the Company also issued to the placement agent(or its designees)500,000 five-year warrants(representing 5%of the securities sold in the Offerings),which will be exer

219、cisable beginning on June 8,2025,and have an initial exercise price per share of Common Stock of$5.75.On January 7,2025,the Company issued 8,163,266 shares of Common Stock at a purchase price of$12.25 per share in a privateplacement,pursuant to certain securities purchase agreements.In connection wi

220、th the Placement,the Company also issued to theplacement agent(or its designees)326,531 five-year warrants(representing 4%of the securities sold in the private placement),which will be exercisable beginning on July 6,2025,and have an initial exercise price per share of Common Stock of$14.0875.On Jun

221、e 24,2025,the Company issued an aggregate of 14,035,089 shares of Common Stock pursuant to certain securities purchaseagreements in a private placement,at a purchase price of$14.25 per share.II-22025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.s

222、ec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm24/29 Item 16.Exhibits and Financial Statement Schedules(a)Exhibits We have filed the exhibits listed on the accompanying Exhibit Index of this registration statement and below in this Item 16:Exhibit Reference Filed or Fu

223、rnishedNumber Exhibit Description Form Exhibit Filing Date Herewith3.1(i)Amended and Restated Certificate of Incorporation 10-K/A 3.1(i)07/10/2023 3.1(ii)Certificate of Designations of the Series A Convertible Preferred Stock 8-K 3.1 11/17/2021 3.1(iii)Certificate of Amendment of Certificate of Desi

224、gnations of Series AConvertible Preferred Stock of Quantum Computing Inc.,filed with theDelaware Secretary of State on December 16,2021 8-K 3.1 12/17/2021 3.2 Amended and Restated By-laws 10-K/A 3.2 07/10/2023 3.3 Certificate of Designation with respect to the Series B Preferred Stock,par value$0.00

225、01 per share,dated June 14,2022 8-K 3.1 06/21/2022 4.1 Common Stock Specimen 10-12(g)4.1 01/09/2019 4.2 Form of Placement Agent Warrant 8-K 4.1 12/12/2024 5.1 Legal Opinion of Lucosky Brookman LLP X10.1 ATM Agreement,dated as of December 5,2022,between QuantumComputing Inc.and Ascendiant Capital Mar

226、kets,LLC 8-K 1.1 12/06/2022 10.2 First Amendment to ATM Agreement,dated as of August 17,2023,between Quantum Computing Inc.and Ascendiant Capital Markets,LLC 8-K 1.1 08/21/2023 10.3*Form Director Agreement 8-K 10.1 02/23/2021 10.4*Employment Agreement,dated as of June 15,2022,by and betweenQuantum C

227、omputing Inc.and Yuping Huang 8-K 10.5 06/21/2022 10.5*Director Agreement between Quantum Computing Inc.and Dr.CarlWeimer,dated January 6,2023 8-K 10.1 01/09/2023 10.6*Quantum Computing Inc.2022 Equity and Incentive Plan 10-K/A 10.42 07/10/2023 10.7 Separation Agreement and General Release with Dr.W

228、illiam McGann,dated April 15,2025 8-K 10.1 04/16/2025 10.8*Employment Agreement,by and between Quantum Computing Inc.andChristopher Roberts,dated June 20,2025 8-K 10.1 06/20/2025 10.9 Form of Registered Offering Purchase Agreement,dated as of December10,2024,between Quantum Computing Inc.and each Pu

229、rchaser(asdefined therein)8-K 10.1 12/12/2024 10.10 Form of Placement Purchase Agreement,dated as of December 10,2024,between Quantum Computing Inc.and each Purchaser(as definedtherein)8-K 10.2 12/12/2024 10.11 Placement Agency Agreement,dated December 10,2024,betweenQuantum Computing Inc.and Titan

230、Partners Group LLC,a division ofAmerican Capital Partners,LLC 8-K 10.3 12/12/2024 10.12 Form of Lock-Up Agreement dated December 12,2024 8-K 10.4 12/12/2024 Form of Purchase Agreement,dated as of January 7,2025,betweenQuantum Computing Inc.and each Purchaser(as defined therein)8-K 10.1 01/08/2025 10

231、.13 Placement Agency Agreement,dated January 7,2025,between QuantumComputing Inc.and Titan Partners Group LLC,a division of AmericanCapital Partners,LLC 8-K 10.2 01/08/2025 10.14 Form of Lock-Up Agreement dated January 7,2025 8-K 10.3 01/08/2025 10.15 Form of Purchase Agreement,dated as of June 22,2

232、025,betweenQuantum Computing Inc.and each Purchaser(as defined therein)8-K 10.1 06/25/2025 10.16 Placement Agency Agreement,dated June 22,2025,between QuantumComputing Inc.and Titan Partners Group LLC,a division of AmericanCapital Partners,LLC 8-K 10.2 06/25/2025 10.17 Form of Lock-Up Agreement date

233、d June 22,2025 8-K 10.3 06/25/2025 21.1 List of Subsidiaries 10-K 21.1 04/01/2024 23.1 Consent of BPM LLP,an independent registered public accounting firm X23.2 Consent of Lucosky Brookman LLP(included in Exhibit 5.1)X24.1 Power of Attorney(included in the signature page of this RegistrationStatemen

234、t)X2025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm25/29107 Filing Fee Table.X*Indicates a management contract or compensatory plan or arrangement.(b)Financial State

235、ment Schedules.All schedules have been omitted because either they are not required,are not applicable or the information is otherwise set forth inthe financial statements and related notes thereto.II-32025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps

236、:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm26/29 Item 17.Undertakings The undersigned registrant hereby undertakes:(1)To file,during any period in which offers or sales are being made,a post-effective amendment to this registrationstatement:(i)To include any

237、 prospectus required by Section 10(a)(3)of the Securities Act of 1933;(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement(or themost recent post-effective amendment thereof)which,individually or in the aggregate,represent a fundamentalc

238、hange in the information set forth in the registration statement.Notwithstanding the foregoing,any increase ordecrease in volume of securities offered(if the total dollar value of securities offered would not exceed thatwhich was registered)and any deviation from the low or high end of the estimated

239、 maximum offering range maybe reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)if,in the aggregate,thechanges in volume and price represent no more than a 20 percent change in the maximum aggregate offeringprice set forth in the“Calculation of Registration Fee”tab

240、le in the effective registration statement;and (iii)To include any material information with respect to the plan of distribution not previously disclosed in theregistration statement or any material change to such information in the registration statement.(2)That for the purpose of determining any l

241、iability under the Securities Act of 1933 each such post-effective amendmentshall be deemed to be a new registration statement relating to the securities offered therein,and the offering of suchsecurities at that time shall be deemed to be the initial bona fide offering thereof.(3)To remove from reg

242、istration by means of a post-effective amendment any of the securities being registered whichremain unsold at the termination of the offering.(4)That,for the purpose of determining liability under the Securities Act of 1933 to any purchaser,each prospectus filedpursuant to Rule 424(b)as part of a re

243、gistration statement relating to an offering,other than registration statementsrelying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,shall be deemed to be part of andincluded in the registration statement as of the date it is first used after effectiveness.Provided,however,t

244、hat nostatement made in a registration statement or prospectus that is part of the registration statement or made in a documentincorporated or deemed incorporated by reference into the registration statement or prospectus that is part of theregistration statement will,as to a purchaser with a time o

245、f contract of sale prior to such first use,supersede or modifyany statement that was made in the registration statement or prospectus that was part of the registration statement ormade in any such document immediately prior to such date of first use.(5)The undersigned registrant hereby undertakes th

246、at,for purposes of determining any liability under the Securities Act,each filing of the registrants annual report pursuant to section 13(a)or section 15(d)of the Securities Exchange Act of1934(and,where applicable,each filing of an employee benefit plans annual report pursuant to section 15(d)of th

247、eSecurities Exchange Act of 1934)that is incorporated by reference in this registration statement shall be deemed to be anew registration statement relating to the securities offered therein,and the offering of such securities at that time shallbe deemed to be the initial bona fide offering thereof.

248、The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in theunderwriting agreement certificates in such denominations and registered in such names as required by theunderwriters to permit prompt delivery to each purchaser.(6)Insofar as indemnification f

249、or liabilities arising under the Securities Act may be permitted to directors,officers andcontrolling persons of the Registrant pursuant to the provisions described in Item 14 above,or otherwise,the Registranthas been advised that in the opinion of the SEC such indemnification is against public poli

250、cy as expressed in theSecurities Act and is,therefore,unenforceable.In the event that a claim for indemnification against such liabilities(other than the payment by the Registrant of expenses incurred or paid by a director,officer or controlling person of theRegistrant in the successful defense of a

251、ny action,suit or proceeding)is asserted by such director,officer or controllingperson in connection with the securities being registered,the registrant will,unless in the opinion of its counsel thematter has been settled by controlling precedent,submit to a court of appropriate jurisdiction the que

252、stion whether suchindemnification by it is against public policy as expressed in the Securities Act and will be governed by the finaladjudication of such issue.2025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/

253、000121390025061351/ea0248083-s1_quantum.htm27/29II-42025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm28/29 SIGNATURES Pursuant to the requirements of the Securities A

254、ct of 1933,the Registrant has duly caused this Registration Statement to be signedon its behalf by the undersigned,thereunto duly authorized in the City of Hoboken,New Jersey,on July 3,2025.Quantum Computing Inc.By:/s/Dr.Yuping Huang Name:Dr.Yuping Huang Title:Interim Chief Executive Officer (Princi

255、pal Executive Officer)POWER OF ATTORNEY:KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears belowconstitutes and appoints Christopher Roberts,his true and lawful attorneys-in-fact and agents with full power of substitution,forhim and in his name,place and stead,in any and

256、 all capacities,to sign any and all amendments(including post-effectiveamendments)to this Registration Statement,and to sign any registration statement for the same offering covered by theRegistration Statement that is to be effective upon filing pursuant to Rule 462(b)promulgated under the Securiti

257、es Act,and allpost-effective amendments thereto,and to file the same,with all exhibits thereto and all documents in connection therewith,withthe Securities and Exchange Commission,granting unto said attorneys-in-fact and agents,and each of them,full power andauthority to do and perform each and ever

258、y act and thing requisite and necessary to be done in and about the premises,as fully toall intents and purposes as he or she might or could do in person,hereby ratifying and confirming all that said attorneys-in-fact andagents or any of them,or his,her or their substitute or substitutes,may lawfull

259、y do or cause to be done or by virtue hereof.Pursuant to the requirements of the Securities Act of 1933,this Registration Statement has been signed by the following persons inthe capacities and on the dates indicated:Signature Title Date /s/Dr.Yuping Huang Interim Chief Executive Officer,Chairman of

260、 the Board ofDirectors July 3,2025Dr.Yuping Huang and Chief Quantum Officer(Principal Executive Officer)/s/Christopher Roberts Chief Financial Officer July 3,2025Christopher Roberts(Principal Financial Officer and Principal Accounting Officer)/s/Michael Turmelle Director July 3,2025Michael Turmelle

261、/s/Robert Fagenson Vice-Chairman of the Board of Directors July 3,2025Robert Fagenson /s/Dr.Carl Weimer Director July 3,2025Dr.Carl Weimer /s/Dr.Javad Shabani Director July 3,2025Dr.Javad Shabani /s/Eric M.Schwartz Director July 3,2025Eric M.Schwartz II-5 2025/7/4 08:50sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htmhttps:/www.sec.gov/Archives/edgar/data/1758009/000121390025061351/ea0248083-s1_quantum.htm29/29