Quantum Computing (QUBT) Registers Up To 14.04M Shares By Selling Stockholders

Quantum Computing Inc (NASDAQ: QUBT) disclosed:

This prospectus relates to the offering and resale by the Selling Stockholder identified herein of up to 14,035,089 shares of common stock, $0.0001 par value (“Common Stock”) of Quantum Computing Inc. (the “Company”), which consists of 14,035,089 shares of Common Stock (the “Placement Shares”) issued to the investors (the “Selling Stockholders”) of the Placement (as defined 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 of different 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 by the Selling Stockholders.

Our Common Stock is currently quoted 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, at either prevailing market prices or at privately negotiated prices.

This prospectus provides a general description of the securities being offered. You should this prospectus and the registration statement of which it forms a part before you invest in any securities.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion 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 authorized anyone to provide you with different information.

Neither the Securities and Exchange Commission nor any state securities commission has approved

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