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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)
March 26, 2025
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 26, 2025, the board of directors (the “Board”) of Quantum Computing Inc. (the “Company”) appointed Eric M. Schwartz as a member of the Board, effective immediately. Mr. Schwartz has not yet been appointed to any of the Board’s committees.
The Board determined that Mr. Schwartz satisfies the requirements provided in the Nasdaq Listing Rules and the criteria of the Board to be an independent director. There are no arrangements or understandings between Mr. Schwartz and any other person pursuant to which Mr. Schwartz was appointed to the Board. Mr. Schwartz has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Schwartz, age 41, has two decades of experience in corporate finance, mergers and acquisitions, and corporate strategy. Since 2016, he has served as Managing Director at Castle Harlan, a New York-based private equity firm, where he oversees investments across industrial and consumer-related middle-market companies. Prior to that, he was an investment banking professional at Citigroup Global Markets, advising clients on M&A transactions across diverse industries. Mr. Schwartz has extensive board experience, currently serving on the board of Sunless, a leader in skincare equipment and related products, and Titan Production Equipment, an engineering and fabrication company serving both traditional and clean energy markets. He has also held board roles at several other Castle Harlan portfolio companies, including Baker & Taylor, Caribbean Restaurants, Pretium Packaging, and Shelf Drilling (OSE: SHLF). Mr. Schwartz holds a B.S.E. in Biomedical and Electrical Engineering from Duke University and an M.B.A. from Stanford Graduate School of Business, where he was recognized as an Arjay Miller Scholar.
Mr. Schwartz will receive compensation for serving as a member of the Board, including 100,000 stock options that will vest in quarterly increments through the end of the calendar year and an annual cash compensation of $60,000, payable in equal quarterly installments.
There are no family relationships between any of Mr. Schwartz and any director or executive officer of the Company.
Item 7.01. Regulation FD Disclosure.
On March 26, 2025, the Company issued a press release announcing the appointment of Mr. Schwartz to the Board, a copy of which is furnished herewith as Exhibit 99.1.
The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated March 26, 2025 | |
| 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: March 26, 2025 | By: | /s/ Christopher Boehmler |
| Christopher Boehmler | ||
| Chief Financial Officer | ||
2
Exhibit 99.1
Quantum Computing Inc. Announces Appointment of Eric Schwartz to Board of Directors
Schwartz adds deep commercial and financial expertise to QCi Board
HOBOKEN, NJ – March 26, 2025 – Quantum Computing Inc. (“QCi” or the “Company”) (Nasdaq: QUBT), an innovative, integrated photonics and quantum optics technology company, announced today the appointment of Eric Schwartz to its Board of Directors.
Mr. Schwartz has two decades of experience in corporate finance, mergers and acquisitions, and corporate strategy. Since 2016, he has served as Managing Director at Castle Harlan, a New York-based private equity firm, where he oversees investments across industrial and consumer-related middle-market companies. Prior to that, he was an investment banking professional at Citigroup Global Markets, advising clients on M&A transactions across diverse industries.
Mr. Schwartz has extensive board experience, currently serving on the boards of Sunless, a leader in skincare equipment and related products, and Titan Production Equipment, an engineering and fabrication company serving both traditional and clean energy markets. He has also held board roles at several other Castle Harlan portfolio companies, including Baker & Taylor, Caribbean Restaurants, Pretium Packaging, and Shelf Drilling (OSE: SHLF). Mr. Schwartz holds a B.S.E. in Biomedical and Electrical Engineering from Duke University and an M.B.A. from Stanford Graduate School of Business, where he was recognized as an Arjay Miller Scholar.
Dr. William McGann, Chief Executive Officer of QCi, commented, “We’re pleased to welcome Eric to the QCi board. His strategic insights and deep operational expertise will be a great benefit to QCi as we continue to execute our strategy and position the business for long-term growth by putting photons to work. Eric has extensive experience guiding companies through commercialization and manufacturing scale-up which will be invaluable as we bring our TFLN chip foundry online and work to build market acceptance for our quantum machines.”
Eric Schwartz commented, “I’m excited to join QCi at such a pivotal time in the evolution of quantum computing. QCi’s quantum machines and TFLN foundry establish a strong foundation for growth while providing solutions to real world problems today. I look forward to contributing my experience to help drive commercialization, strengthen market positioning, and create lasting value for shareholders.”
This appointment is effective immediately.
About Quantum Computing Inc.
Quantum Computing Inc. (Nasdaq: QUBT) is an innovative, integrated photonics and quantum optics technology company that provides accessible and affordable quantum machines to the world today. QCi’s products are designed to operate at room temperature and low power at an affordable cost. The Company’s portfolio of core technologies and products offer unique capabilities in the areas of high-performance computing, artificial intelligence, and cybersecurity, as well as remote sensing applications.
Company Contact:
Rosalyn Christian/John Nesbett
IMS Investor Relations
qci@imsinvestorrelations.com
Forward-Looking Statements
This press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, generally identified by terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “intends,” “goal,” “objective,” “seek,” “attempt,” “aim to,” or variations of these or similar words, involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Those statements include statements regarding the intent, belief or current expectations of QCi and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including the timing of commencing production at our TFLN fabrication facility, and the market acceptance for QCi’s quantum products, and that actual results may differ materially from those contemplated by such forward-looking statements. Except as required by federal securities law, QCi undertakes no obligation to update or revise forward-looking statements to reflect changed conditions.
IMPORTANT NOTICE TO USERS (summary only, click here for full text of notice): All information is unaudited unless otherwise noted or accompanied by an audit opinion and is subject to the more comprehensive information contained in our SEC reports and filings. We do not endorse third-party information. All information speaks as of the last fiscal quarter or year for which we have filed a Form 10-K or 10-Q, or for historical information the date or period expressly indicated in or with such information. We undertake no duty to update the information. Forward-looking statements are subject to risks and uncertainties described in our Forms 10-Q and 10-K.