qubt-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-40615

QUANTUM COMPUTING INC.

(Exact name of registrant as specified in its charter)


Delaware						82-4533053
(State or other jurisdiction of incorporation or organization)						(I.R.S. 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) 436-2121

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 $.0001

QUBT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

As of August 7, 2026, there were 226,346,861 shares of the registrant’s common stock outstanding.

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of 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”). In some cases, forward-looking statements are identified by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements.

These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause or contribute to differences in our future financial and other results include those discussed in the risk factors set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q as well as those discussed elsewhere in this Quarterly Report on Form 10-Q and the factors described below:

•Our ability to effectively manage future growth and achieve operational efficiencies;

•the ability to implement our business plans, forecasts and other expectations, including the integration of recently acquired businesses, and to identify and realize additional opportunities;

•the market acceptance for our products and services;

•the results of our research and development and any failure to adequately and timely develop our products;

•the failure of any of our products to perform as expected and any liability or loss of market share that may come as a result;

•changes in the competitive and highly regulated industries in which we operate, variations in operating performance across competitors, changes in laws and regulations affecting our business and changes in our capital structure;

•success in retaining or recruiting, or changes required in, officers, key employees or directors, and our ability to attract and retain key personnel;

•inability or failure to protect intellectual property;

•the diversion of management’s attention and consumption of resources as a result of acquisitions of other companies and success in integrating and otherwise achieving the benefits of recent and potential acquisitions;

•our inability to effectively integrate or benefit from recently purchased assets or businesses;

•global inflation and interest rates;

•impacts of the wars in Ukraine, Iran or Israel or other global conflicts;

•fluctuations in foreign exchange rates;

•failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

•any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks; and

•other factors detailed under the section of this Quarterly Report on Form 10-Q entitled “Risk Factors.”

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the Securities and Exchange Commission (the “SEC”) as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and

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circumstances may be materially different from what we expect. We qualify all forward-looking statements by these cautionary statements.

Throughout this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” “the Company,” “our Company,” “QCi” and “QUBT,” refer to Quantum Computing Inc., a Delaware corporation, and unless the context indicates otherwise, also includes our wholly-owned subsidiaries.

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QUANTUM COMPUTING INC.

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		Page No.
PART I.	FINANCIAL INFORMATION	F-1

Item 1.	Financial Statements (Unaudited)	F-1
	Condensed Consolidated Balance Sheets	F-1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	F-2
	Condensed Consolidated Statements of Stockholders’ Equity	F-3
	Condensed Consolidated Statements of Cash Flows	F-5
	Notes to the Unaudited Condensed Consolidated Financial Statements	F-6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6

PART II.	OTHER INFORMATION	9

Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	15

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PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

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 June 30, 2026 and December 31, 2025, respectively	-		-
Common stock, $0.0001 par value, 450,000 shares authorized; 226,346 and 224,165 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	23		22
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

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-1

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QUANTUM COMPUTING INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(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		35		11,129		61
Gross (loss) profit	(1,166)		26		(1,887)		39
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