SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Schwartz Eric Mark

(Last)

(First)

(Middle)

5 MARINE VIEW PLZ

SUITE 214

(Street)

HOBOKEN

07030

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/26/2025

3. Issuer Name and Ticker or Trading Symbol
Quantum Computing Inc. [ QUBT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options	⁽¹⁾	03/27/2030	Common Stock	77,261	$8.01	D

Explanation of Responses:

1. Pursuant to the Quantum Computing Inc. Non-Qualified Stock Option Agreement (Non-Employee) by and between Eric Schwartz and the Issuer (the "Agreement"), dated March 27, 2025, Mr. Schwartz was granted non-qualified stock options to purchase up to an aggregate of 77,261 shares of the Company's common stock, par value $0.0001 per share, at an exercise price of $8.01 per share (the "Stock Options"). The Stock Options shall vest as follows: 2,261 shares vesting immediately upon the grant date, 25,000 vesting on June 30, 2025, and 50,000 vesting on December 31, 2025, subject to Mr. Schwartz's continued service through each relevant vesting date.

	/s/ Eric Schwartz	03/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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