Quantum Computing Inc. (Form: 8-K, Received: 02/23/2021 16:02:09)

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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2021

QUANTUM COMPUTING, INC.

(Exact name of Registrant as specified in its charter)

Delaware

000-56015

82-4533053

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

215 Depot Court SE, Suite 215

Leesburg, VA 20175

(Address of principal executive offices, including zip code)

(703) 436-2161

(Registrant’s telephone number, including area code)

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communication 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
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 3.02 Unregistered Sales of Equity Securities.

The relevant information in Item 5.02 on this Current Report on Form 8-K, regarding the Stock Options is incorporated herein by reference. The shares of common stock underlying the Stock Options were not registered under the Securities Act of 1933, as amended (the “Securities Act”) but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Appointment

On February 17, 2021, the Board of Directors (the “Board”) of the Company appointed Mr. Robert Fagenson as a member of the Board, effective March 1, 2021 (the “Appointment”).

Robert Fagenson, 72, Director

Mr. Fagenson serves as a member of the board of directors of National Holdings Corporation (“NHS”) since March 2012. He serves as vice chairman of the board of directors of NHS since September 2016. Mr. Fagenson previously served as co-chief executive officer of NHS from January 3, 2017 to January 31, 2017, as chief executive officer and chairman of the board of directors of NHS from December 2014 to September 2016, and as executive vice-chairman of the board of directors of NHS from July 2012 to December 2014. Mr. Fagenson has been a branch owner at NHS, an operating company of NHS, since 2012, and president of Fagenson & Co., Inc., a family investment company, since 1982. Mr. Fagenson spent the majority of his career at the New York Stock Exchange (NYSE), where he was managing partner of one of the exchange’s largest specialist firms. While at the NYSE, Mr. Fagenson served as a governor on the trading floor and was elected to the NYSE board of directors in 1993, where he served for six years, eventually becoming vice chairman of the NYSE board of directors from 1998 to 1999 and 2003 to 2004. Mr. Fagenson has served as director of the New York City Police Museum since 2005, and as director of the Federal Law Enforcement Officers Association Foundation since 2009. He has also served on the board of directors of Sigma Alpha Mu Foundation since 2011 and on the board of directors of New York Edge since 2015. In addition, Mr. Fagenson served as the non-executive chairman of Document Security Systems, Inc. from 2012 to 2018 (NYSEMKT: DSS). He is currently a member of the alumni boards of the Whitman School of Business at Syracuse University.

Mr. Fagenson received his B.S. in Transportation Sciences & Finance from Syracuse University in 1970. The Board believes that Mr. Fagenson’s experience in the securities industry and knowledge of the Company as its former chief executive officer qualifies him to serve as a member of the board.

The Board believes that Mr. Fagenson’s experience in financial services and capital markets makes him ideally qualified to help lead the Company towards continued growth and success.

Family Relationships

Mr. Fagenson does not have a family relationship with any of the current officers or directors of the Company.

Related Party Transactions

There are no related party transactions with regard to Mr. Fagenson reportable under Item 404(a) of Regulation S-K.

Compensatory Arrangements

In connection with his Appointment, Mr. Fagenson entered into a director agreement with the Company (the “Director Agreement”). Pursuant to the Director Agreement, Mr. Fagenson was granted a Stock Option to purchase up to 100,000 shares of the Company’s common stock (the “Stock Options”). Additionally, Mr. Fagenson shall be paid $5,000 per quarter, as compensation for his services as a member of the Board and Chairman of the Audit Committee.

Item 5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Director Agreement, and such descriptions is qualified in its entirety by reference to the full text of the Director Agreement, a copy of which is filed herewith as Exhibits 10.1.

Item 8.01 Other Events.

Board Committees and Charters

Effective as of February 17, 2021, the Board approved the formation of its audit committee (the “Audit Committee”), compensation committee (the “Compensation Committee”) and nominating and corporate governance committee (the “Nominating Committee” together with the Audit Committee and Compensation Committee, collectively, the “Committees”).

The Committees consists of Mr. Robert Fagenson, Mr. Bertrand Velge and Mr. Justin Schreiber, with Mr. Fagenson serving as the Audit Committee Chairman, Mr. Velge serving as the Compensation Committee Chairman, and Mr. Schreiber serving as the Nominating Committee Chairman.

The Committees have adopted charters (the “Committee Charters”) to govern their membership and function. The Committee Charters are filed herewith as exhibits 99.1, 99.2 and 99.3, respectively. A copy of each of the Committees Charters will also be placed on the Company’s website at https://www.quantumcomputinginc.com/.

On February 23, 2021, the Company issued a press release announcing the Appointment. A copy of the press release is filed hereto as Exhibit 99.4 and is incorporated herein by reference.

Item 9.01. Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
10.1		Form Director Agreement
99.1		Audit Committee Charter
99.2		Compensation Committee Charter
99.3		Nominating Committee Charter
99.4		Press Release, dated February 23, 2021

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.

Dated: February 23, 2021	By:	/s/ Christopher Roberts
		Christopher Roberts Chief Financial Officer
		Christopher Roberts Chief Financial Officer

Exhibit 10.1

QUANTUM COMPUTING, INC.

215 Depot Court SE, Suite 215

Leesburg, VA 20175

Date: ___, 2021

[Name]

[Address]

Dear Mr./Ms. ______

This is to confirm the terms of your appointment as a Non-Executive Director of Quantum Computing, Inc. (the “Company”) and Chair of the ___________ committee.

Overall, in terms of time commitment, we expect your attendance at all the Board of Directors (the “Board”) meetings, meetings of the audit, compensation and nomination committees of the Board (as applicable) and the General Meetings (if requested). In addition, you will be expected to devote appropriate preparation time ahead of each meeting. Board meetings may be held within or outside Virginia as the Company may decide.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of this position.

For and in consideration of the services to be performed by you, Company agrees to pay you as follows:

1.1	Fee. An annual fee equal to the amount of $[●] ([●] U.S. Dollars), payable on a quarterly basis, subject to your continuous service as a member of the Board (the “Annual Fee”).

1.2

Stock Options. Subject to all approvals required by law, the Company will grant you options to purchase shares of common stock each year that you remain in service as a Non-Executive Director. [●] options per year, vesting annually, over the course of three years, at the stock price on the date of grant.

Certain Representations. You represent and agree that you are accepting the shares of common stock being issued to you pursuant to this Agreement for your own account and not with a view to or for sale of distribution thereof. You understand that the securities are restricted securities and you understand the meaning of the term “restricted securities.” You further represent that you were not solicited by publication of any advertisement in connection with the receipt of the shares and that you have consulted tax counsel as needed regarding the shares.

1.3

Company agrees to reimburse you for out-of-pocket expenses incurred by you in connection with your service (including out-of-pocket expenses and “Business Class” transportation expenses, provided that such expenses are against original and valid receipts and pre-approved by the Company in writing (the “Expenses”).

1.4	Payment of the Expenses, as applicable, shall be made against your itemized invoice following the receipt of the relevant invoice, which invoice shall be submitted to the Company within seven (7) days of the end of each calendar month during the term of this letter of appointment.

1.5	For the avoidance of any doubt, the Fee and the aforementioned Expenses constitute the full and final consideration for your appointment, and you shall not be entitled to any additional consideration, of any form, for your appointment and service.

2.	The term of your appointment as a Non-Executive Director of the Company shall be for one year or until the next Annual Meeting of Stockholders.

3.	You will undertake such travelling as may reasonably be necessary for the performance of your duties, including travelling overseas for Board meetings and site visits if required.

You will undertake such duties and powers relating to the Company, and any subsidiaries or associated companies of the Company (the “Group”) as the Board may from time to time reasonably request. Directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs, inter alia, as follows:

	●	Providing entrepreneurial leadership of the Group within a framework of prudent and effective controls which enable risk to be assessed and managed; and

	●	Setting the Group’s strategic aims, ensures that the necessary financial and human resources are in place for the Group to meet its objectives and reviews management performance; and

●

Setting the Group’s values and standards and ensures that its obligations to its shareholders and others are understood and met.

5.	Confidential Information

You undertake to the Company that you shall maintain in strict confidentiality all trade, business, technical or other information regarding the Company, the Group, its affiliated entities and their business affairs including, without limitation, all marketing, sales, technical and business know-how, intellectual property, trade secrets, identity and requirements of customers and prospective customers, the Company’s methods of doing business and any and all other information relating to the operation of the Company (collectively, the “Confidential Information”). You shall at no time disclose any Confidential Information to any person, firm, or entity, for any purpose unless such disclosure is required in order to fulfil your responsibilities as director. You further undertake that you shall not use such Confidential Information for personal gain.

“Confidential Information” shall not include information that (i) is or becomes part of the public domain other than as a result of disclosure by you, (ii) becomes available to you on a non-confidential basis from a source other than the Company, provided that the source is not bound with respect to that information by a confidentiality agreement with the Group or is otherwise prohibited from transmitting that information by a contractual legal or fiduciary obligation, or (iii) can be proven by you to have been in your possession prior to disclosure of the information by the Company. In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information, it is agreed that you, to the extent practicable under the circumstances, will provide the Company with prompt notice of any such request or requirement so that the Company may seek an appropriate protective order or waive compliance with this paragraph 6. If a protective order or the receipt of a waiver hereunder has not been obtained, you may disclose only that portion of the Confidential Information which you are legally compelled to disclose.

Blackout Period. You understand that we have a policy pursuant to which no officer, director or key executive may not engage in transactions in our stock during the period commencing two weeks prior to the end of a fiscal quarter and ending the day after the financial information for the quarter and year have been publicly released. As a member of the audit committee, if you have information concerning our financial results at any time, you may not engage in transactions in our securities until the information is publicly disclosed.

Term and Termination

6.1	Subject to paragraph 6.1 hereunder, this appointment shall terminate immediately and without claim for compensation on the occurrence of any of the following events:

6.1.1

if you resign as a director of the Company for any reason; and/or

6.1.2

if this appointment is cancelled by the holder or the holders of the shares by which you were appointed; and/or

6.1.3

if you were appointed by other directors in order to temporary fill vacancy on the Board and said appointment is cancelled by the Board; and/or

6.1.4

if you are removed or not re-appointed as a director of the Company at a General Meeting of the Company in accordance with the requirements of Section 141 of the DGCL and/or any other applicable law or regulation (the “Law”) and/or the Company’s Articles of Incorporation; and/or

6.1.5

if you have been declared bankrupt or made an arrangement or composition with or for the benefit of your creditors; and/or

6.1.6

if you have been disqualified from acting as a director (including, but not limited to, an event in which you are declared insane or become of unsound mind or become physically incapable of performing your functions as director for a period of at least 60 days) ; and/or

6.1.7

with your death and if you are a corporation or either entity, with your liquidation.

6.1.8

if an order of a court having jurisdiction over the Company requires you to resign.

6.2	Any termination of this letter of appointment shall be without payment of damages or compensation (except that you shall be entitled to any accrued Fees or Expenses properly incurred under the terms of this letter of appointment prior to the date of such termination).

6.3	On termination of this appointment, you shall return all property belonging to a Group company, together with all documents, papers, disks and information, howsoever stored, relating to a Group company and used by you in connection with this position with the Company.

7.	Subject to the proper performance of your obligations to the Company under this letter of appointment and any applicable law, the Company agrees that you will be free to accept other appointments and directorships provided that:

7.1

They do not in any way conflict with the interests of the Company or any member of the Group; and

7.2

They do not restrict you from devoting the necessary time and attention properly to services to be performed under this letter of appointment; and

7.3

In the event that you become aware of any potential conflicts of interest, these must be disclosed to the Chairman and/or the Chief Executive Officer (the “CEO”) of the Company as soon as they become apparent.

7.4

The Company acknowledges that you are currently on the Board of Directors of the following companies:

8.	The Company will put directors’ and officers’ liability insurance in place as soon as possible and will use commercial reasonable effort to maintain such coverage for the full term of your appointment.

9.	The performance of individual directors and the Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your position, you should discuss them with the Chairman and/or the CEO as soon as is appropriate.

10.

In addition to any right pursuant to applicable law, occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur when it will be appropriate for you to seek such advice from independent advisors at the Company’s expense, to the extent provided under applicable law and subject to the prior written approval of a majority of the independent directors of the Company and the CEO, such consent shall not be unreasonably withheld.

11.	This letter refers to your appointment as a director of the Company and your membership of the audit, nomination and the remuneration committees of the board.

12.	You shall procure that you comply at all times with the Company’s inside trading policies as in effect from time to time.

13.	You shall discharge your general duties as a director pursuant to the Company’s Articles of Association of the Company and applicable law.

14.	This letter of appointment shall be governed by and construed in accordance with the law of the State of New York.

Please sign the attached copy of this letter and return it to the Company to signify your acceptance of the terms set out above.

Sincerely yours,

	QUANTUM COMPUTING, INC.

	By:
		Robert Liscouski Chief Executive Officer

By:

[Name of Director]

Address:

Exhibit 99.1

Quantum Computing Inc.

Charter of the Audit Committee of the Board of Directors

Audit Committee Purpose

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Quantum Computing Inc. (“QUBT” or the “Company”) is to oversee the processes of accounting and financial reporting of the Company and the audits and financial statements of the Company. The Committee’s primary duties and responsibilities are to:

Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and legal compliance.

Monitor the independence and performance of the Company’s independent auditors and the Company’s accounting personnel.

Provide an avenue of communication among the independent auditors, management, the Company’s accounting personnel, and the Board.

Appoint and provide oversight for the independent auditors engaged to perform the audit of the financial statements.

Discuss the scope of the independent auditors’ examination.

Review the financial statements and the independent auditors’ report.

Review areas of potential significant financial risk to the Company.

Monitor compliance with legal and regulatory requirements.

Solicit recommendations from the independent auditors regarding internal controls and other matters.

Make recommendations to the Board.

Resolve any disagreements between management and the auditors regarding financial reporting.

Prepare the report required by Item 407(d) of Regulation S-K, as required by the rules of the Securities and Exchange Commission (the “SEC”).

Perform other related tasks as requested by the Board.

The committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as anyone in the organization. The Committee has the ability to retain, at the Company’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

II.

Audit Committee Composition and Meetings

The Committee shall be compromised of three or more directors as determined by the Board. Each member must be independent of the management of the Company and are free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as a Committee member. Further, each member of the Committee shall meet the independence and experience requirements of the listing rules of any securities exchange or association in which the Company’s securities are traded and the rules and regulations of the SEC, including Rule 10A-3. All members of the Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement. At least one member of the Committee must have past employment experience in finance or accounting, professional certification in accounting, or any other comparable experience or background that results in the member’s financial sophistication, including being or having been a Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”) or other senior officer with financial oversight responsibilities.

Committee members shall be appointed by the Board after due consideration of recommendations of the Nominating and Corporate Governance Committee, and the Board may designate a Chair of the Committee. If an Audit Committee Chair is not designated or present, the members of the Committee may designate a Chair by majority vote of the Committee membership. The Board may, at any time and at its complete discretion, replace a Committee member.

Committee members shall meet (either in person or telephonically) at least four times each fiscal year and more often if the Committee, at its discretion, deems this desirable. The Committee shall meet, at its discretion, with management, the Company’s principal accounting officer, the independent auditors, and as a committee to discuss any matters that the Committee or each of these groups believes should be discussed. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

III.

Audit Committee Responsibilities and Duties

Review Procedures

Review the Company’s annual audited financial statements prior to distribution. Review should include discussion with management and independent auditors of significant issues regarding accounting principles, practices, and judgments.

In consultation with the management, the independent auditors, and the Company’s principal accounting officer, consider the integrity of the Company’s financial reporting processes and controls, including any major issues as to the adequacy of the Company’s internal controls, and any special steps adopted in light of any identified material control deficiencies. Discuss significant financial risk exposures and the steps management has taken to monitor, control, and report such exposures. Review significant findings prepared by the independent auditors and the Company’s principal accounting officer together with management’s responses.

The Committee shall review with the management and the independent auditors any correspondence with regulators and any published reports that raise material issues regarding the Company’s accounting policies.

Independent Auditors

The Committee shall have the sole authority to appoint or replace the independent auditor. The Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolutions of disagreements between management and the independent auditor regarding final reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Committee. The Committee shall approve in advance the provision by the independent auditors of all services to the Company whether or not related to the audit. However, neither the Committee nor any person with authority delegated from the Committee may approve an auditor providing the services that are described in Section 10A(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) as “prohibited activities.”

The Committee shall obtain, review and discuss reports from the independent auditor regarding (1) all critical accounting policies and practices to be used; (2) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management officials of the Company, ramifications of the use of these alternative disclosures and treatments, and the treatment preferred by the independent auditor and the reasons for favoring that treatment; and (3) other material written communications between the independent auditor and Company management, such as any management letter or schedule of unadjusted differences.

The Committee shall assure the regular rotation of the lead audit partner as required by Section 10A(j) of the Exchange Act.

The Committee shall assure that hiring policies for employees or former employees of the independent auditor are consistent with Section 10A(l) of the Exchange Act.

The Committee shall discuss with the independent auditor and then disclose the matters required to be discussed and disclosed by applicable accounting and auditing guidance, including any difficulties the independent auditor encountered in the course of the audit work, any restrictions on the scope of the independent auditor’s activities or on access to requested information, and any significant disagreements with management.

The Committee shall ascertain annually from the independent auditor whether the Company has issues under Section 10A(b) of the Exchange Act.

The Committee shall determine the independence of the auditors and receive from the independent auditors a formal written statement delineating all relationships between the auditor and the company (consistent with PCAOB Independence Standards Board Standard 1 or any other applicable standards), and thereafter actively engaging in a dialogue with the auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor and for taking, or recommending that the full Board take, appropriate action to oversee the independence of the outside auditor.

Accounting Department and Legal Compliance

The Committee shall:

Review the personnel activities and qualifications of the Company’s accounting personnel, as needed.

Review the appointment and performance of the principal accounting officer, and review financial and accounting personnel succession planning with the Company.

Review significant reports prepared by the Company’s principal accounting officer together with management’s response and follow-up to these reports.

On at least an annual basis, review with the Company’s counsel any legal matters that could have a significant impact on the Company’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies.

Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

The Committee shall review the CEO and CFO’s disclosure and certifications under Sections 302 and 906 of the Sarbanes-Oxley Act.

Conduct an appropriate review of and approve all related party transactions on an ongoing basis and the Committee shall review potential conflict of interest situations where appropriate.

Conduct an annual risk review with respect to the matters within the role and the responsibilities of the Committee.

The Committee shall:

(a)

Report regularly to the Board on its activities;

(b)

Maintain minutes of its meetings and records relating to those meetings and the Committee’s activities;

(c)

Have authority to obtain, at the expense of the Company, advice and assistance from internal or external legal, consulting or other advisors;

(d)

Form and delegate authority to subcommittees of one or more Committee members when desired and appropriate;

(e)

Review and reassess the adequacy of this Charter annually and recommend to the Board any proposed changes to this Charter; and

(f)

Periodically review the Committee’s own performance.

General

In performing their responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:

(a)

One of more officers or employees of the Company whom the Committee member reasonably believes to be reliable and competent in the matters presented;

(b)

Counsel, independent auditors, or other persons as to matters which the Committee member reasonably believes to be within the professional or expert competence of such person; and

(c)

Other committees of the Board as to matters within their respective designated authority which the Committee member reasonably believes to merit confidence.

The Committee has the powers and responsibilities delineated in this Charter. It is not, however, the Committee’s responsibility to prepare and certify the Company’s financial statements, to guarantee the independent auditor’s report, or to guarantee other disclosures by the Company. These are fundamental responsibilities of management and the independent auditor. Committee members are not full-time Company employees and are not performing the functions of auditors or accountants.

Exhibit 99.2

Quantum Computing Inc.

Charter of the Compensation Committee of the Board of Directors

Authority and Composition

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Quantum Computing Inc. (“QUBT” or the “Company”) is established pursuant to Article II, Section 11 of the Bylaws of the Company. Committee members are appointed annually by the Board on the recommendation of the Nominating and Corporate Governance Committee, and may be replaced by the Board. The Committee must consist of at least two directors, each of whom shall meet the independence requirements of the NASDAQ Corporate Governance Rules (subject to any applicable transition periods or exceptions permitted under NASDAQ requirements) and the standards of independence prescribed by NASDAQ and/or for purposes of any federal securities, tax or other laws relating to the Committee’s duties and responsibilities, including Section 162(m) of the Internal Revenue Code. Without limiting the foregoing, to be considered as independent, the Board will consider all relevant factors, including (a) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by, or on behalf of, the Company, and (b) whether the director is affiliated with the Company, any subsidiary of the Company or any affiliate of a subsidiary of the Company.

The Board shall appoint a Chairman of the Committee upon the recommendation of the Nominating and Corporate Governance Committee. The Committee may also appoint a Secretary, who need not be a director.

This Charter may be amended only by the Board.

II.

Purposes of the Committee

The primary purposes of the Committee are to: (i) develop recommendations for the Board with respect to the compensation of the Company’s Chief Executive Officer (the “CEO”) and non-employee directors; (ii) discharge the responsibilities of the Board relating to the approval of the compensation of the Company’s executive officers, other than the CEO; (iii) make determinations with respect to the compensation programs and policies of the Company; (iv) review and discuss with the Company’s management, the Compensation Discussion and Analysis (the “CD&A”) and other Committee or executive compensation disclosures to be included in the Company’s annual proxy statement and/or annual report on Form 10-K, and determine whether to recommend to the Board of Directors that the CD&A be included in the proxy statement and/or annual report on Form 10-K; and (v) provide the Compensation Committee Report for inclusion in the Company’s annual proxy statement and/or annual report on Form 10-K that complies with the rules and regulations of the Securities and Exchange Commission (the “SEC”).

III.

Duties and Responsibilities of the Committee

The following activities are set forth as a guide with the understanding that the Committee may diverge from this guide as it considers appropriate, subject to compliance with applicable NASDAQ, securities, tax and other legal and self-regulatory requirements. Although the Board may consider other duties from time to time, the Committee, to the extent it deems necessary or appropriate, will have the following responsibilities:

The Committee shall annually review goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives, determine the CEO’s cash and equity-based compensation based on this evaluation, and recommend such goals, objectives and compensation to the Board for its approval. In determining any incentive component of the CEO’s compensation, the Committee will consider appropriate factors, which may include the Company’s performance and relative shareholder return, the achievement of the CEO’s performance milestones, the value of similar incentive grants or awards to chief executive officers at comparable companies, and the grants or awards given to the CEO in past years. The CEO may not be present for such discussions and determinations.

The Committee shall annually review and approve the compensation of the Company’s “executive officers,” (as that term is defined in the regulations promulgated by the SEC and the NASDAQ Rules) other than the CEO. In making such compensation decisions, the Committee will take into account peer group practices and other appropriate factors, such as corporate and individual performance and historical compensation practices for such officers. The Committee will solicit the recommendations of the CEO in connection with the foregoing. The Committee will also provide general oversight of the Company’s compensation and benefits plans, policies and programs that pertain to employees other than executive officers.

The Committee shall annually review and recommend to the Board for its approval, the fees and equity compensation paid to the Company’s non-employee directors, based on appropriate factors as determined by the Committee. Such review and recommendations shall ensure that no agreements or arrangements for providing professional or consulting services to the Company or an affiliate or an individual officer of the Company or one of their affiliates are made with any director, immediate family members of a director or persons (including entities) with an existing business or personal relationship with any director, without a full review and evaluation of potential conflicts of interest.

The Committee shall have the sole authority to retain and terminate any compensation consultant to be used by the Committee or the Company to assist in the evaluation of the compensation of non-employee directors, the CEO or the other executive officers, shall have sole authority to approve such compensation consultant’s fees and other retention terms, and shall have sole authority to oversee the work of such compensation consultant. In determining whether to engage a compensation consultant, the Committee shall consider the independence factors set forth in the NASDAQ Corporate Governance Rules. Management will advise the Committee of any compensation consultant to be retained with respect to other compensation matters in advance of such retention.

The Committee shall periodically review and make recommendations to the Board with respect to incentive-compensation programs and equity-based plans, and shall periodically review and make recommendations to the Board with respect to the adoption of or material changes in material employee benefit, bonus, severance and other compensation plans of the Company. As appropriate in connection with this process, the Committee shall seek appropriate input from internal or external advisors.

The Committee shall determine the need for and the appropriateness of employment agreements and change in control agreements for each of the Company’s executive officers and any other officers recommended by the CEO or the Board.

The Committee shall determine and approve the options and other equity-based compensation to be granted to executive officers, other than the CEO; and shall recommend to the Board for approval options and other equity-based compensation to be granted to the CEO and non-employee directors. The Committee shall, in conjunction with the CEO, determine the issuance of options and other equity-based compensation under the Company’s incentive compensation and other stock-based plans to all other officers and employees of the Company. The Committee may delegate the determination with respect to persons other than officers to the CEO but will approve the aggregate amount granted to all employees and all new hire grants. Any equity awards to the CEO shall be determined by the Committee and recommended to the Board for its review and approval.

The Committee shall perform such duties and responsibilities as may be assigned to the Committee by the Board and/or under the terms of any compensation plan of the Company.

The Committee shall:

(a)

Report regularly to the Board on its activities;

(b)

Maintain minutes of its meetings and records relating to those meetings and the Committee’s activities;

(c)

Have authority to obtain, at the expense of the Company, advice and assistance from internal or external legal, consulting or other advisors;

(d)

Form and delegate authority to subcommittees of one or more Committee members when desired and appropriate;

(e)

Review and reassess the adequacy of this Charter annually and recommend to the Board any proposed changes to this Charter; and

(f)

Periodically review the Committee’s own performance.

IV.

General

In performing their responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:

(a)

One or more officers or employees of the Company whom the Committee member reasonably believes to be reliable and competent in the matters presented;

(b)

Counsel, independent auditors, or other persons as to matters which the Committee member reasonably believes to be within the professional or expert competence of such person; and

(c)

Other committees of the Board as to matters within their respective designated authority which committee the Committee member reasonably believes to merit confidence.

Exhibit 99.3

Quantum Computing Inc.

Charter of the Nominating and Corporate Governance Committee of the Board of Directors

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Quantum Computing Inc. (“QUBT” or the “Company”) shall be as set forth in this charter (the “Charter”). The Committee has been delegated authority by the Board to: (1) identify qualified individuals to become Board members; (2) determine the composition of the Board and its committees; (3) monitor the self-assessment practices of the Board and its committees; and (4) develop and implement the Company’s corporate governance guidelines.

Authority and Responsibilities

In furtherance of these purposes, the Committee has the following authority and responsibilities:

To oversee the administration of the Company’s Code of Ethics and related policies.

To lead the search for individuals qualified to become members of the Board and to select director nominees to be presented for election by the shareholders at each annual meeting. The Committee shall select individuals as director nominees who shall have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the shareholders.

To ensure, in cooperation with the Compensation Committee, that no agreements or arrangements are made with directors or relatives of directors for providing professional or consulting services to the Company or an affiliate or an individual officer of the Company or one of their affiliated, without appropriate review and evaluation for conflicts of interest.

To ensure that Board members do not serve on more than three other for-profit public company boards that have a class of securities registered under the Securities Exchange Act of 1934 in addition to the Company’s board. Newly appointed or elected directors shall have a grace period of nine (9) months to gain compliance with this condition.

To review the Board’s committee structure and to recommend to the Board for its approval, directors to serve as members of each committee as well as recommendations for committee chairs. The Committee shall review and recommend committee positions, including chairs of suck committees, annually and shall recommend additional committee members to fill vacancies.

To review recommendations received from shareholders for persons to be considered for nomination to the board of directors, and to designate a member of the Committee to receive such communications directly from shareholders, and to publish the name and contact information of such person in the Company’s proxy statement for each of its annual meeting of shareholders.

To monitor compliance with the Company’s corporate governance guidelines. The Committee shall review the guidelines at least annually, and recommend changes as necessary to the Board.

To develop and implement an annual self-evaluation of the Board, both individually and as a Board, and of its committees. The Committee shall oversee the annual self-evaluations, with a focus on the effectiveness of the directors, Board, and committees as representative of the shareholders.

To review and recommend changes to procedures whereby shareholders may communicate with the Board.

10.

To assess the independence of directors annually and report to the Board.

11.

To recommend to the Board for its approval, the leadership structure of the Board, including whether the Board should have an executive or non-executive Chair, whether the roles of Chair and CEO should combine, and whether a Lead Director of the Board should be appointed.

Actions and Recommendations

In carrying out its responsibilities under its charter, the Committee is required to:

(a)

Establish criteria for selection of potential directors, taking into consideration the following desired attributes: leadership, independence; interpersonal skills; financial acumen; business experiences; industry knowledge; diversity of viewpoints, and any other experiences as the Committee deems important to the effectiveness of the Board. The Committee will periodically assess the criteria to ensure it is consistent with the best practices and the goals of the Company.

(b)

Identify individuals who satisfy the criteria for selection to the Board and make recommendations to the Board on new candidates for Board membership.

(c)

Receive and evaluate nominations for Board membership which are recommended by existing directors, officers, or shareholders in accordance with procedures established by the Committee in accordance with the Company’s corporate governance guidelines and applicable law.

(d)

Oversee the process for conducting background checks on new candidates for Board membership, including the process of validating candidate credentials.

(e)

Review any potential conflicts of interest for Board members in the event of a particular member’s change of employment and recommend to the Board the Committee’s belief as to whether that director should continue his or her board service or resign from the Board.

(f)

Establish criteria for the evaluation of existing directors and the reelection or removal of directors based on the needs of the Company.

(g)

Monitor the requirement that Board members shall not serve on more than three other for-profit public company boards in addition to the Company’s Board. Determinations regarding the definition of “for-profit public company board” shall be made by the Committee.

(h)

Review the qualifications, performance and independence of existing Board members and make recommendations to the Board whether they should stand for reelection.

(i)

Recommend to the Board the removal of a director where appropriate.

(j)

Recommend to the Board a slate of nominees for the next annual meeting of shareholders.

(k)

Oversee the orientation process for new directors.

Shareholder Recommendations

The Committee will consider all recommendations for nominations to the Board from any person (or group) who has (or collectively if a group have) held more than 3% of the Company’s voting securities for longer than one year. Shareholders desiring to submit recommendations to the Committee should submit information regarding such recommendation in writing or by electronic mail to the person designated in the proxy statement circulated in advance of each annual meeting of shareholders. Each proxy statement shall set forth the information to be provided either directly in the proxy statement or by reference to the Company’s website. When the required information has been received, the Committee will evaluate the proposed nominee based on the criteria described above, with the principal criteria being the needs of the Company and the qualifications of such proposed nominee to fulfill those needs.

The Committee shall:

(a)

Report regularly to the Board on its activities;

(b)

Maintain minutes of its meetings and records relating to those meetings and the Committee’s activities;

(c)

Have authority to obtain, at the expense of the Company, advice and assistance from search firms and internal or external legal, consulting, or other advisors;

(d)

Form and delegate authority to subcommittees of one or more Committee members when desired and appropriate;

(e)

Review and reassess the adequacy of this Charter annually and recommend to the Board any proposed changes to this Charter; and

(f)

Periodically review the Committee’s own performance.

In performing their responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:

(a)

One or more officers or employees of the Company whom the Committee member reasonably believes to be reliable and competent in the matters presented;

(b)

Counsel, independent auditors, or other persons as to matters which the Committee member reasonably believes to be within the professional or expert competence of such person; and

(c)

Other committees of the Board as to matters within their respective designated authority which committee the Committee member reasonably believes to merit confidence

Exhibit 99.4

Quantum Computing Inc. Appoints Robert B. Fagenson, National Holdings Vice Chairman and Former NYSE Floor Governor and Vice Chairman, to its
Board of Directors

LEESBURG, VA - February 23, 2021 - Quantum Computing Inc. (OTCQB: QUBT) (QCI), a leader in bridging the power of classical and quantum computing, has appointed finance and capital markets industry leader, Robert B. Fagenson, to serve on the company’s board of directors and as chair of its audit committee.

Following his appointment, QCI’s board now has five directors with three serving independently. The appointment advances the company toward satisfying the requirements of its application to list its shares on the Nasdaq Capital Market.

Fagenson brings to QCI over 50 years of executive leadership experience, with a deep understanding of public company governance gained from having served most of his career in senior positions at the New York Stock Exchange (NYSE) and as head of other leading capital market organizations.

Since 2014, Fagenson has held various executive positions including chairman, executive vice chairman and CEO, and is presently the non-executive vice chairman of National Holdings Corporation (NASDAQ: NHLD), a leading full-service investment banking and asset management firm with subsidiaries that include National Securities Corporation, founded in 1947.

Fagenson is also the chairman, president and CEO of Fagenson & Co., which for 50 years has been engaged in institutional brokerage, investment banking and money management.

Fagenson spent the early part of his career at the NYSE, where he was the managing partner of one of the largest specialist firms operating on the trading floor. As a member of the NYSE, he served as a floor governor. He was elected to the NYSE board of directors in 1993 and eventually served as vice chairman for several years.

“The QCI team is fortunate to have Robert, a corporate leader of tremendous stature and experience, join the board of directors at this pivotal moment in the company’s growth,” stated QCI chairman, president and CEO, Robert Liscouski. “His extraordinary executive and governance experience brings us invaluable knowledge, insights and relationships in the worlds of business, finance and the capital markets.”

“As our new board member and audit committee chair, he will help guide our financial and operational development as we focus on scaling our business and pursuing the many growth opportunities ahead in the rapidly evolving quantum space.”

“As an early investor in the company, I have come to admire QCI’s exceptional leadership and technical teams, and appreciate the tremendous shareholder value they have created with their groundbreaking software for quantum computing,” said Fagenson. “I’m excited to now become a greater part of its journey toward growth and success, and especially as businesses, including many in the capital markets, are now increasingly looking to quantum computing to solve many of their most challenging operational problems.”

Fagenson is also on the boards of several non-profit organizations, including Sports & Arts in Schools Foundation, Federal Law Enforcement Officers Association Foundation, National Organization of Investment Professionals, and the Conservation Committee of MOMA.

He received his B.S. degree in Transportation Sciences and Finance from Syracuse University, and serves on the alumni boards of the university’s Whitman School of Business and SU Athletics.

As the first and still only public pure-play quantum computing software company, QCI has introduced the first commercially available software that delivers superior performance by bridging the respective strengths of classical and quantum computing.

QCI recently announced the commercial availability of its proprietary Qatalyst™, a first of its kind quantum application accelerator. Qatalyst eliminates the expensive and complex programming of new quantum workflows and allows businesses to reap the performance benefits of quantum techniques without the need to master quantum programming. To learn more about how Qatalyst can deliver results for your business, go to quantumcomputinginc.com.

About Quantum Computing Inc.

Quantum Computing Inc. (QCI) is focused on accelerating the value of quantum computing for real-world business solutions. The company has developed the first software to bridge the power of classical and quantum computing, hiding complexity and empowering subject matter experts (SMEs) to solve complex computational problems. QCI’s expert team in finance, computing, security, mathematics and physics with years of experience with complex technologies, from leading edge supercomputing innovations, to massively parallel programming and cyber security that protects nations. For more information about QCI, visit www.quantumcomputinginc.com.

Important Cautions Regarding 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. By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the near future. Those statements include statements regarding the intent, belief or current expectations of Quantum Computing (“Company”), 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, and that actual results may differ materially from those contemplated by such forward-looking statements.

The Company undertakes no obligation to update or revise forward-looking statements to reflect changed conditions. Statements in this press release that are not descriptions of historical facts are forward-looking statements relating to future events, and as such all forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995. Statements may contain certain forward-looking statements pertaining to future anticipated or projected plans, performance and developments, as well as other statements relating to future operations and results. Any statements in this press release that are not statements of historical fact may be considered to be forward-looking statements. Words such as "may," "will," "expect," "believe," "anticipate," "estimate," "intends," "goal," "objective," "seek," "attempt," “aim to,” or variations of these or similar words, identify forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A in the Company’s Annual Report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC.

Qatalyst™ is a trademark of Quantum Computing Inc. All other trademarks are the property of their respective owners.

Company Contact:

Robert Liscouski, CEO

Quantum Computing, Inc.

+1 (703) 436-2161

info@quantumcomputinginc.com

Investor Relations Contact:

Ron Both or Grant Stude

CMA Investor Relations

+1 (949) 432-7566

Email Contact

Media Relations Contact:

Seth Menacker

Fusion Public Relations

+1 (201) 638-7561

qci@fusionpr.com