Material Event Form 8 K

Item 8.01. Other Events.

On November 18, 2024, Quantum Computing Inc. (the "Company") closed the previously announced registered direct offering (the "Offering") of an aggregate of 16,000,000 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), at a purchase price of $2.50 per share, resulting in gross proceeds of $40 million, before deducting placement agent commissions and other offering expenses. The Company intends to use the net proceeds from the Offering for the repayment of debt, working capital, and general corporate purposes. Specifically, the Company intends to pay off the Secured Convertible Promissory Note, dated August 6, 2024, issued to Streeterville Capital, LLC. The Offering was previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on November 15, 2024.

In connection with the Offering, on November 18, 2024, the Company filed with the SEC a prospectus supplement (the "Prospectus Supplement") to the base prospectus included in the Company's Registration Statement on Form S-3 (File No. 333-268064), originally filed with the SEC on October 28, 2022. A copy of the legal opinion of Lucosky Brookman LLP regarding certain Delaware law matters, including the validity of the Common Stock offered, issued and sold pursuant to the Offering under the Prospectus Supplement, is filed herewith as Exhibit 5.1.