Form 8-K

8-K — Quantum Computing Inc.

Accession: 0001213900-26-087267

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001758009

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0301433-8k_quantum.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 10, 2026

QUANTUM COMPUTING INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40615

82-4533053

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5 Marine View Plaza, Suite 214

Hoboken, NJ

07030

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code (703) 436-2161

Check the appropriate box below if the Form 8-K

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

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock (par value $0.0001 per share)

QUBT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

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

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

Emerging growth company ☐

If an emerging growth company, indicate by check

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

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

Item 2.02 Results of Operations and Financial Condition.

On August 10, 2026, Quantum Computing Inc. (the

“Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press

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

The information in this Item 2.02, including Exhibit

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

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

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

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated August 10, 2026

104

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

SIGNATURES

Pursuant to the requirements of the Securities

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

QUANTUM COMPUTING INC.

Date: August 10, 2026

By:

/s/ Christopher Roberts

Christopher Roberts

Chief Financial Officer

EX-99.1 — PRESS RELEASE DATED AUGUST 10, 2026

EX-99.1

Filename: ea030143301ex99-1.htm · Sequence: 2

Exhibit 99.1

Quantum

Computing Inc. Reports Second Quarter 2026 Financial Results

● Q2

revenue increases to $5.6 million from $61 thousand in Q2 ‘25

● Company

completes strategic acquisition of NHanced Semiconductors, Inc., launching Fab 2 to advance

key roadmap initiatives and expand U.S.-based manufacturing capabilities

● Ends

quarter with $1.3 billion in cash, cash equivalents and investments

HOBOKEN,

NJ – August 10, 2026 – Quantum Computing Inc. (“QCi” or the “Company”) (Nasdaq: QUBT), a

vertically integrated quantum company pioneering photonics and semiconductor manufacturing, today released financial results for

the three months ended June 30, 2026.

Dr.

Yuping Huang, Chief Executive Officer of QCi, commented, “During the second quarter, we continued to execute on our strategy of

making our quantum products smaller, more practical and more accessible. Our room-temperature photonic architecture continues to differentiate

QCi by providing a pathway to practical quantum systems with significantly lower complexity, cost and power requirements than competing

approaches. At the same time, we are expanding the capabilities of fast prototyping and volume production that not only support our future

quantum roadmap but also address growing commercial markets today.

“With

the acquisition of NHanced Semiconductors, Inc. (“NHanced”) – our third acquisition this year – we launched Fab

2 ahead of schedule, significantly expanding our advanced packaging and semiconductor manufacturing capabilities and accelerating our

transition toward scalable, cost-effective production of miniaturized nanophotonic quantum technologies. During the quarter, we also

brought NeuraWave, our next-generation photonic reservoir computing platform, to commercial readiness, and subsequently entered into

a framework agreement with Planck Dynamics. This agreement supports the deployment of our NeuraWave systems for next-generation AI applications,

providing strong market validation of our photonic computing technology.

“In

addition, we successfully delivered and installed our Dirac-3 quantum optimization machine at a leading global consulting firm for use

with its enterprise customers on complex optimization applications, including portfolio optimization. This deployment represents another

important commercial milestone for QCi and demonstrates growing market demand for practical quantum optimization solutions.

“We

also received a purchase order from a world-leading university for our quantum secure communications system. This order represents continued

commercial traction for our quantum communications portfolio and further recognition of our technology by a premier research institution.

“Supported

by a strong balance sheet, we remain well positioned to continue integrating our recent acquisitions, expand our commercial and government

customer base and invest in the technologies and manufacturing capabilities that support both our commercial businesses and our long-term

quantum roadmap. As we look to the second half of 2026, we stay focused on executing our roadmap and delivering on our mission of putting

quantum into the hands of everybody.”

Second

Quarter 2026 Financial Highlights

● Second

quarter 2026 revenues totaled $5.6 million compared to $61 thousand in the second quarter

of 2025, and $3.7 million in the first quarter of this year. Second quarter revenue was generated

across QCi’s integrated portfolio of quantum and photonics technologies, products and

services, serving a diverse range of government, educational, and commercial customers. Revenue

was primarily driven by sales of photonics products that support QCi’s quantum technology

roadmap while also addressing a broad range of existing aerospace, government and industrial

applications.

● Operating

expenses totaled $21.8 million compared to $10.2 million in the second quarter of 2025, up

114%. The year-over-year increase was largely due to higher headcount and related payroll

costs for research and development efforts, sales and marketing, and acquisition-related

transaction expenses of $7.3 million.

● Interest

and other income totaled $13 million compared to $1.8 million in the second quarter of 2025.

The increase was due to interest income generated from the Company’s larger cash and

investment positions.

● The

Company reported a net loss of $11.8 million, or a loss of $0.05 per basic share for the

second quarter of 2026, compared to a net loss of $36.5 million or a loss of $0.26 per basic

share, for the prior year period. The main reasons for the decrease in net loss were the

change in fair value of a derivative liability, and higher revenue and interest income. In

the second quarter of 2025 the Company realized a $28 million non-cash

loss on the mark-to-market valuation of the Company’s warrant derivative liability, compared

with a mark-to-market loss of only $1.7 million in the second quarter of 2026. As we have

previously disclosed, the derivative liability is related to the merger with QPhoton in June

2022 and warrants issued with that transaction.

● Total

assets as of June 30, 2026 were approximately $1.6 billion, relatively unchanged compared

to December 31, 2025. Cash, cash equivalents and investments totaled approximately $1.3 billion

as of June 30, 2026, compared to approximately $1.5 billion at year-end 2025. The cash balance

reported at the end of the second quarter reflects our acquisitions of Luminar Semiconductor,

Inc., NuCrypt, and NHanced Semiconductors, for which we used approximately $180 million in

cash, including transaction expenses.

● Total

liabilities as of June 30, 2026 were $47.2 million, an increase of $26.5 million compared

to year-end 2025.

● As

of June 30, 2026, the Company had stockholders’ equity totaling $1.6 billion.

● As

of June 30, 2026, contract backlog was approximately $42.5 million.

Second

Quarter 2026 Operational Highlights

● Sold

and Delivered Dirac-3 Quantum Optimization System: During June, QCi successfully sold,

delivered and installed its Dirac-3 quantum optimization machine at a leading global consulting

firm. The Dirac-3 system will support enterprise customers on complex optimization applications,

including portfolio optimization. This represents an important commercial milestone for QCi’s

quantum optimization business.

● Achieved

Deployment-Ready NeuraWave: During the second quarter, QCi announced that NeuraWave,

its next-generation photonic reservoir computing platform, reached deployment readiness.

NeuraWave combines photonic and digital computing to deliver fast, energy-efficient AI inference

and advanced signal processing for edge computing applications across defense, telecommunications,

robotics, healthcare industrial monitoring and other markets.

● Executed

Framework Agreement with Planck Dynamics for NeuraWave Deployment: During the second

quarter, QCi entered into a framework agreement with Planck Dynamics supporting the deployment

of up to multiple dozens of NeuraWave photonic reservoir computing systems as customer milestones

are achieved. The agreement represents an important commercial validation of NeuraWave’s

readiness to address emerging AI infrastructure requirements and establishes a commercial

framework with a potential aggregate program value in excess of $10 million, subject to the

achievement of specified customer milestones and other conditions.

● Acquisition

of NHanced Semiconductors, Inc.: During the second quarter, QCi completed the acquisition

of NHanced Semiconductors, Inc., a U.S.-based advanced packaging foundry, for a combination

of cash and QCi stock valued at $73.1 million, and up to an additional $72.0 million if certain

performance targets are achieved. The NHanced acquisition launches Fab 2 ahead of schedule,

significantly expanding QCi’s advanced packaging, semiconductor manufacturing and photonic

integration capabilities while broadening the customer base served by these capabilities.

● Received

Purchase Order from A World-Leading University For Quantum Secure Communications System:

During the second quarter, QCi received an order from a leading university for its quantum

secure communications system. The order reflects continued commercial traction and growing

recognition of QCi’s quantum communications technology and will support the university’s

research and development efforts to evaluate quantum-secure communications solutions as part

of its work to advance secure networks of the future.

● Expanded

Industry Engagement: During the second quarter, QCi participated in eight industry conferences

and events, including The Economist Commercialising Quantum Global 2026 conference, Quantum

Tech World conference and the Optica Quantum Industry Summit, strengthening customer relationships,

strategic partnerships and QCi’s visibility across the photonics and quantum technology

ecosystem.

Earnings

Conference Call

The

Company will host its second quarter 2026 call today, Monday, August 10, 2026, at 4:30 p.m. ET. To

access the live webcast of the conference call, visit the QCi Investor Relations page at https://quantumcomputinginc.com/investor-relations.

Investors may also access the webcast via the following link: https://www.webcaster5.com/Webcast/Page/3051/54283.

To participate

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

dial (973) 528-0011. Callers should use access code: 222858.

A replay

of the teleconference will be available until August 24, 2026, and may be accessed by dialing (877) 481-4010. International callers may

dial (919) 882-2331. Callers should use conference ID: 54283.

About

Quantum Computing Inc.

Quantum

Computing Inc. (Nasdaq: QUBT) is a vertically integrated quantum company pioneering photonics and semiconductor manufacturing, and delivering

accessible, scalable, and cost-effective quantum machines, photonics products, and advanced packaging. The Company provides foundry services

for photonic chips and semiconductor manufacturing and offers a vertically integrated portfolio spanning photonics and electronic components,

subsystems, and full-stack systems.

Designed

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

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

Headquartered

in Hoboken, New Jersey, QCi also has operations in Arizona, California, Illinois, Indiana, Massachusetts, North Carolina and Virginia.

By combining advanced materials, device engineering, and scalable manufacturing, QCi delivers integrated quantum, photonics, and semiconductor

technologies, accelerating commercialization and real-world adoption.

Company

Contact:

John

Nesbett/Zach Nevas

IMS

Investor Relations

investors@quantumcomputinginc.com

Forward-Looking

Statements

This

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

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

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

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

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

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

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

“could,” “would,” “project,” “plan,” “target,” and similar expressions are

intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements

are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our

actual results, performance or achievements to be materially different from any future results, performance or achievements expressed

or implied by the forward-looking statements, including but not limited to, future demand for quantum and photonic products, the Company’s

ability to scale its technology and manufacturing capabilities, the Company’s ability to integrate and benefit from recent acquisitions,

and the factors, risks and uncertainties included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as such

factors may be updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”), accessible

on the SEC’s website at www.sec.gov and the Investor Relations section of our website at https://quantumcomputinginc.com/investor-relations,

which could cause our actual results to differ materially from those indicated by the forward-looking statements made in this press release.

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

update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause

our views to change.

QUANTUM

COMPUTING INC.

Condensed

Consolidated Statements of Operations and Comprehensive (Loss) Income

(Unaudited,

in thousands, except per share data)

Three Months Ended

June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue

$ 5,551

$ 61

$ 9,242

$ 100

Cost of revenue

6,717

11,129

Gross (loss) profit

(1,166 )

(1,887 )

Operating expenses

Research and development

8,428

5,975

15,397

8,960

Sales and marketing

1,932

680

3,529

1,352

General and administrative

11,487

3,542

22,750

8,184

Total operating expenses

21,847

10,197

41,676

18,496

Loss from operations

(23,013 )

(10,171 )

(43,563 )

(18,457 )

Non-operating income (expense)

Interest and other income

12,954

1,843

26,449

3,539

Interest expense

(12 )

(58 )

(183 )

(116 )

Change in fair value of derivative liability

(1,682 )

(28,096 )

1,494

(4,466 )

Loss before income tax provision

(11,753 )

(36,482 )

(15,803 )

(19,500 )

Income tax provision

Net loss attributable to common stockholders

(11,753 )

(36,482 )

(15,803 )

(19,500 )

Other comprehensive loss:

(945 )

(4,767 )

Total comprehensive loss

$ (12,698 )

$ (36,482 )

$ (20,570 )

$ (19,500 )

Loss per share:

Basic

$ (0.05 )

$ (0.26 )

$ (0.07 )

$ (0.14 )

Diluted

$ (0.05 )

$ (0.26 )

$ (0.07 )

$ (0.14 )

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

Basic

224,727

141,401

224,355

138,326

Diluted

224,727

141,401

224,355

138,326

QUANTUM

COMPUTING INC.

Condensed

Consolidated Balance Sheets

(Unaudited,

in thousands, except par value data)

June 30,

2026

December 31,

2025

Assets

Current assets:

Cash and cash equivalents

$ 189,150

$ 737,880

Accounts receivable, net

6,856

519

Inventory

12,837

352

Short term investments

765,020

379,421

Accrued interest receivable

7,542

3,634

Prepaid expenses and other current assets

6,906

11,914

Total current assets

988,311

1,133,720

Property and equipment, net

42,898

12,971

Operating lease right-of-use assets

23,146

2,353

Intangible assets, net

29,107

6,500

Goodwill

181,455

55,573

Long-term investments

369,284

403,121

Accrued interest receivable - long term

3,920

4,551

Other non-current assets

1,082

131

Total assets

$ 1,639,203

$ 1,618,920

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$ 4,078

$ 778

Accrued expenses

6,951

9,135

Deferred revenue

3,774

395

Other current liabilities

3,797

766

Total current liabilities

18,600

11,074

Derivative liability

6,279

7,773

Operating lease liabilities

21,102

1,808

Other non-current liabilities

1,184

—

Total liabilities

47,165

20,655

Commitments and Contingencies (see Note 10)

Stockholders’ equity:

Preferred stock, $0.0001 par value, 1,550 shares Series A Preferred authorized; no shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively; 3,080 shares of Series B Preferred Stock authorized; no shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Common stock, $0.0001 par value, 450,000 shares authorized; 226,319 and 224,165 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

1,830,836

1,816,494

Accumulated deficit

(234,959 )

(219,156 )

Accumulated other comprehensive (loss) income

(3,862 )

905

Total shareholders’ equity

1,592,038

1,598,265

Total liabilities and shareholders’ equity

$ 1,639,203

$ 1,618,920

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

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dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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Balance Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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