📰 What This Document Is 📜

This document is a Preliminary Proxy Statement (PRE 14A). Think of it as the comprehensive instruction manual for the company's Annual Meeting of Stockholders. It doesn't report financial results itself, but rather gives you all the material information you need to understand what will be voted on, who is running the company, and how the company is governed.

The meeting is scheduled for June 24, 2026, at 10:00 a.m. local time at the corporate offices in 5 Marine View Plaza, Suite 214, Hoboken, NJ 07030. The purpose is for stockholders to elect directors and vote on key governance matters, including executive compensation.

👉 Key Takeaway: This document is designed to ensure stockholders are fully informed about the company's structure and proposals before casting their vote.

🏢 Quantum Computing's Mission and Scope ⚛️

While the proxy statement focuses on governance, it still needs to establish who the company is. Quantum Computing Inc. (QUBT) operates in the high-tech field of quantum photonics and integrated photonics. The company is positioning itself as a vertically integrated platform, focusing on building out the necessary manufacturing and commercialization capabilities for quantum solutions.

The company's goal is to be a "democratizing force that brings quantum solutions to business, academia, government, and ultimately individual users." Their work involves developing technologies like thin-film lithium niobate (TFLN) for advanced sensing and photonic computing applications.

👉 Why it matters: This highly specialized, cutting-edge sector means the company's success relies heavily on R&D, intellectual property, and successful commercial partnerships, as evidenced by their work with government and top financial institutions.

🗓️ Details of the Annual Meeting 🗓️

The proxy statement outlines the logistics and legal requirements for the meeting. To ensure your vote counts, it emphasizes submitting your proxy (by internet, phone, or mail) well in advance.

Record Date: Stockholders must hold shares of Common Stock at the close of business on April 27, 2026, to be entitled to vote.
Quorum: A quorum (the minimum number of stockholders required to conduct business) is defined as the presence, in person or by proxy, of the holders of one-third in voting power of all outstanding stock.
How to Vote: Stockholders have multiple ways to submit their vote (Internet via www.cleartrustonline.com/qubt, phone at 1-813-235-4490, or by mail).

👉 Why it matters: The record date and quorum rules are crucial administrative hurdles. Missing the record date means you cannot vote, regardless of your intent.

🏛️ Corporate Governance and Board Structure 🤝

The Board of Directors is responsible for overseeing the Company's management and risks. The board is currently authorized to have up to seven members and consists of six. The board is highly structured, relying on specialized committees to manage different areas of oversight.

Board Independence: The Board affirmatively determined that five directors—Robert Fagenson, Michael Turmelle, Javad Shabani, Eric Schwartz, and Carl Weimer—are qualified as independent, meaning they have no material relationship with the company that would compromise their judgment.

Board Committees: The Board utilizes several specialized committees, each with a specific charter and set of responsibilities:

Audit Committee: Oversees financial reporting, internal controls, and approving the independent registered public accounting firm. Michael Turmelle is noted as the 'audit committee financial expert.'
Compensation Committee: Advises the board on executive pay, reviewing and approving goals for Named Executive Officers (NEOs).
Nominating and Corporate Governance Committee: Recommends director nominees and assesses overall corporate governance principles.
Risk Committee: Oversees the company's management of key risks, including intellectual property and data security.

👉 Why it matters: The committee structure ensures that critical tasks—like checking the books (Audit) and paying the executives (Compensation)—are separated and handled by independent experts, which is standard best practice.

📊 Proposals to be Voted On 🗳️

The Annual Meeting requires stockholders to vote on five distinct proposals, which represent the core business decisions for the coming year.

Proposal No. 1 (Directors): Elect six directors to serve until the next annual meeting. The election is conducted by plurality, meaning the six candidates with the highest number of votes cast win.
Proposal No. 2 (Executive Pay): Non-binding advisory vote to approve the compensation of the Named Executive Officers. This vote requires a majority of the votes cast.
Proposal No. 3 (Auditors): Ratify the selection of BPM LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Proposal No. 4 (Stock Cap): Approval to amend the Certificate of Incorporation to increase the number of authorized common shares.
Proposal No. 5 (Equity Plan): Approval to amend the 2022 Equity and Incentive Plan to increase the number of authorized shares and change the evergreen provision.

👉 Why it matters: Proposals 4 and 5 are foundational capital actions. Increasing the authorized share count and amending the equity plan are crucial steps that give the company more flexibility to issue stock for future financing or incentives.

📈 2025 Business and Financial Highlights 🚀

The filing provided a detailed executive summary of 2025 performance, highlighting significant operational and financial growth.

Revenue Growth: Revenue increased to $682,000 for the full year 2025, compared to $373,000 in 2024.
- Interpretation: This significant year-over-year increase signals growing commercial adoption and successful scaling of their technology.
Liquidity Improvement: The company ended 2025 with $737.9 million in cash and cash equivalents. This is a massive increase from $78.9 million at year-end 2024.
- Reason: This cash boost is largely due to the net proceeds from selling 86.3 million shares of common stock for an aggregate of $1,475.1 million during 2025.
Operational Milestones:
- AZ Chips Facility: In March 2025, the company completed the buildout of its state-of-the-art TFLN chip research and prototyping facility in Tempe, Arizona, and began generating revenue from foundry hardware sales.
- Partnerships: They announced a sale of their quantum security solution to a top five U.S. bank and continued work with NASA on multiple programs.
- Acquisitions: They strengthened their position through the acquisitions of Luminar Semiconductor and NuCrypt.

👉 Why it matters: The rapid increase in cash and the establishment of physical manufacturing capacity (AZ Chips Facility) show the company is successfully moving from pure research to commercial, revenue-generating operations.

👨‍💼 Leadership Changes and Compensation 👑

The company underwent several management changes in 2025, and the Compensation Discussion and Analysis (CD&A) details the compensation philosophy supporting these leaders.

Leadership Transitions:

Chief Executive Officer (CEO): Dr. Yuping Huang was appointed Interim CEO/President on April 11, 2025, and formally named CEO on December 12, 2025, effective January 1, 2026. He continued to serve as Chairman of the Board.
Chief Financial Officer (CFO): Christopher Roberts was appointed CFO and General Counsel on June 20, 2025, replacing Christopher Boehmler.
Chief Operating Officer (COO): Dr. Milan Begliarbekov was appointed COO on May 2, 2025.
Chief Revenue Officer (CRO): Dr. Pouya Dianat was appointed CRO on May 2, 2025.

Compensation Philosophy: The Compensation Committee aims to provide compensation that is "competitive in light of current market conditions and industry practices." They use market data from peer companies and industry surveys to set levels for executives.

👉 Why it matters: The executive leadership team has been highly dynamic in 2025, with key roles filled by experienced professionals (e.g., Christopher Roberts bringing over 40 years of finance experience).

⚠️ Legal and Compliance Oversight 🛡️

This section details the required legal checks and balances, ensuring the company adheres to SEC rules.

Delinquent Filings (Section 16(a)): The filing notes several instances of delinquent filings of Forms 3 and 4 by executives (including Dr. Pouya Dianat, Michael Turmelle, and Yuping Huang). These reports track beneficial ownership changes.
- Interpretation: While required by law, the existence of delinquencies shows ongoing administrative complexities related to timely stock reporting.
Anti-Hedging and Anti-Pledging Policy: The company strictly prohibits directors, officers, and employees from engaging in hedging transactions (like equity swaps) or pledging company securities as collateral for loans.
- Purpose: This policy is designed to ensure that the incentives of insiders remain aligned with those of general stockholders, protecting the long-term value of the stock.

👉 Why it matters: These rules demonstrate a commitment to strict financial transparency and protecting shareholder value by managing executive conflicts of interest.

🌐 Company Contact and Filing Information 📞

For any questions, the company has provided specific contacts and mailing details.

Company Name: Quantum Computing Inc.
Address: 5 Marine View Plaza, Suite 214, Hoboken, NJ 07030
General Phone: (703) 436-2161
Internet Material Access: www.cleartrustonline.com/qubt

🧠 The Analogy

Think of this proxy statement like a highly detailed blueprint for running a complex, advanced machine—in this case, a company. The blueprint doesn't show the motor running (that's the 8-K filing); instead, it shows every crucial system: the legal checks (Compliance), the wiring diagrams (Board Committees), who is in charge (Leadership), and the specific maintenance tasks required (Proposals). You, the shareholder, are holding the blueprint and must vote to approve the next phase of construction.

🧩 Final Takeaway

Quantum Computing Inc. is demonstrating strong commercial momentum, backed by significant capital raises and major manufacturing milestones in 2025. However, stockholders must vote carefully on governance matters and capital increases while remaining aware of the ongoing operational complexity inherent in a highly regulated, cutting-edge deep-tech industry.

QUBT records $737M cash and opens Arizona quantum chip facility