ITEM 1A. RISK FACTORS. 10
ITEM 1B. UNRESOLVED STAFF COMMENTS. 27
ITEM 1C. CYBERSECURITY. 27
ITEM 2. PROPERTIES. 28
ITEM 3. LEGAL PROCEEDINGS. 28
ITEM 4. MINE SAFETY DISCLOSURES. 29
ITEM 6. [RESERVED] 30
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 35
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 35
ITEM 9A. CONTROLS AND PROCEDURES. 35
ITEM 9B. OTHER INFORMATION. 37
ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 37
PART III 38
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 38
ITEM 11. EXECUTIVE COMPENSATION. 42
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 47
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. 48
Introductory
Comments
Throughout
this Annual Report on Form 10-K, 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.
i
PART
I
FORWARD-LOOKING
STATEMENTS
This
Annual Report on Form 10-K 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. Also, these forward-looking statements represent
our estimates and assumptions only as of the date of this Annual Report on Form 10-K. Except as otherwise required by law, we expressly
disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this
Annual Report on Form 10-K to reflect any change in our expectations or any change in events, conditions or circumstances on which any
of our forward-looking statements are based. 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 I, Item 1A of this Annual Report on Form 10-K as well as those
discussed elsewhere in this Annual Report on Form 10-K. We qualify all of our forward-looking statements by these cautionary statements.
ITEM
1. BUSINESS.
The
Computing Landscape and The End of Moore’s Law
For
the past 45 years or so, silicon-based processor manufacturers have been able to double their processing power every 18 to 24 months,
a phenomenon known in the computer industry as “Moore’s Law.” Recently, the computer processor industry has found it
increasingly difficult to offer faster, more powerful processors due to fundamental physical effects limiting further size reduction
of transistors.
Additionally,
conventional computers are known to struggle with optimization problems known as NP-complete problems, which are a class
of mathematical problems that can, in principle, be solved by conventional computers, with that caveat that the time to solution will
grow exponentially with the size of the problem. These NP-complete problems require complex calculations that cannot currently be performed
within any reasonable amount of time using conventional computer systems for problem sizes relevant to many industrial and government
applications. Published academic research indicates that quantum computers may be ideally suited to solve optimization problems of this
type.
Some
computer science experts believe that quantum computing will be a potential solution to the hard limits now being approached by conventional
computers that utilize silicon-based processors. While the date of practical relevance of quantum computers is hard to determine, we
believe that quantum availability has already begun and that quantum computers with gradually increasing performance will be introduced
by multiple vendors over the course of the next decade.
The
Company
Quantum
Computing Inc. (“QCi” or the “Company”) is an American company utilizing non-linear quantum optics (optical devices
whose output due to quantum effects is exponentially, not linearly, related to inputs) to deliver quantum products for high-performance
computing applications. QCi’s products are designed to operate at room temperature and use low power. Our core technology enables
the execution of a go-to-market strategy that emphasizes accessibility and affordability as the key selling points.
QCi
was founded in 2018 and our initial business was developing platform agnostic enterprise software for quantum computing systems. In June
2022, QCi acquired its wholly-owned subsidiary QPhoton, Inc. (subsequently renamed QPhoton, LLC) (“QPhoton”), a photonics
hardware company (the “QPhoton Merger”). That merger enables QCi to now offer high-performance quantum systems integrated
with the Company’s software platform, Qatalyst, that existed before the QPhoton Merger.
1
QCi’s core technology is Entropy Quantum
Computing (“EQC”). EQC is a patent pending methodology that utilizes the environment to drive controlled energy loss in a
photonic architecture. Using quantum measurements of single photons as a source of feedback, the energy loss of the system is driven to
a “ground state solution” where additional computational iterations no longer change the output. The ground state solution
is the optimized result (the answer to the problem posed). This methodology allows for very low power consumption and room temperature
operation. Also, due to the nature of the measurement and feedback process, EQC drives non-linear quantum interactions for “dense,
fully connected” problem solving. We anticipate that our core technologies will enable us to develop and produce multiple generations
of quantum machines with increasing computational power, capacity, and speed, as well as the eventual hardware miniaturization to produce
optical integrated circuits to replace the discrete components currently used. We expect these systems to deliver performance advantages
over classical computational machines with the long-term goal of solving complex problems more effectively and efficiently with greater
scalability, lower power consumption, and lower cost.
In
addition to our photonic computing platform, we have leveraged QCi’s core technology to demonstrate powerful quantum sensing use
cases in LIDAR (Light Detection and Ranging), reservoir computing (a form of neural network that can be used in machine learning applications)
and quantum cyber authentication (a method for highly secure communication within a network). Several of these important technologies
are already in early stages of commercialization.
Our longer-term product development plan is to
migrate product designs based on discrete components to a set of optical integrated circuits built on wafers using a crystalline material
called lithium niobate (“Thin Film Lithium Niobate” or “TFLN”). The Company believes that TFLN is an excellent
material for design and implementation of optical integrated circuits suitable for our quantum computing and sensing products because
it is crystal based and hence can have optical waveguides directly etched into the material. QCi possesses strong domain experience and
intellectual property in TFLN design and chip fabrication and has completed initial production of several specialty devices such as electro-optical
modulators (“EOM’s”). The Company has begun buildout of a state-of-the-art TFLN chip manufacturing facility in a leased
space within Arizona State University’s Research Park in Tempe, Arizona. The Company’s understanding is that this could be
the nation’s first dedicated optical integrated circuit manufacturing facility using TFLN wafers to achieve quantum effects. Our
plan for the facility is to produce a range of custom lithium niobate chips for use in our own product lines as well as chips for sale
in the commercial market. The Company has plans to support this initiative by applying for funding for distinct uses under both the Title
17 Clean Energy Financing Program managed by the US Department of Energy’s Loan Programs Office and also the Creating Helpful
Incentives to Produce Semiconductors Act of 2022 (the “CHIPS Act”), which allocates $52 billion for the revitalization
and onshoring of semiconductor manufacturing in the U.S. The CHIPS Act funding specifically includes $39 billion in manufacturing incentives
and $13 billion to support new research and development.
The recent market report published by Market
Research Reports: Document ID: LPI08232779; Published August 8, 2023 “Thin Film Lithium Niobate Market Forecast
2023 – 2029,” indicates a significant underlying market growth for TFLN devices. The study covers use applications and
segments that suggest the global TFLN EOM market, valued at $190.4 million in 2022, is forecast to grow an estimated $1,931.3 million
by 2029 - a compound annual growth rate of 39 percent. The report further describes that the demand increase is principally driven
by the material advantages that were summarized above. Specifically, TFLN EOM’s have the advantages of large bandwidth, low power
consumption, and small size.
2
Our
Strategy
QCi’s
strategy is to provide a range of accessible and affordable quantum machines to commercial and government markets. Our proprietary technology
is central to our strategy because we believe that it enables us to leverage the advantages of size, weight, power and cost (over competing
cryogenic products to drive market adoption and volume of sales.
In
addition to cloud-based access to our quantum computers, we offer on premises installation of our EQC product, rack-mountable and compatible
with standard server room infrastructure requiring no need for special cooling, shielding, or power considerations. The Company believes
the EQC’s small rack-mountable size and low-energy consumption provides a substantial competitive edge as compared to superconducting,
cryogenic quantum systems offered by competitors that are also designed to solve optimization problems.
We
believe that the practical benefits to the customer of QCi’s core offerings are:
● Plug and play compatibility with existing IT infrastructure
● Low power consumption – normal operation under 80 watts
Market
Opportunity
Despite
enormous growth in the capabilities of conventional computers and silicon microprocessors, some of the world’s most important computational
problems are still considered impractical to solve in a reasonable period of time. Quantum computing represents a potential alternative
approach to solving those problems because quantum computers apply the properties of quantum physics to operate in a fundamentally different
way. Conventional computer chips use binary bits (ones and zeros) to represent information. Quantum computers utilize qubits (quantum
bits), which leverage some of the properties of quantum physics, namely superposition and entanglement, to process computations that
would be intractably difficult using conventional computers.
While
quantum-based computers will not replace conventional computers in most applications, they are ideally suited to run optimization algorithms,
as well as to calculate certain sensing, imaging, and cybersecurity problems that are beyond the reach of general silicon-based computing
today. The Company believes that quantum solutions have the potential to bring order of magnitude advances in the fields of medicine,
engineering, autonomous vehicles, and cybersecurity and that the demand for quantum computing in these market sectors will likely outpace
and outperform the general-purpose computing market in the near- to mid-term and into the foreseeable future.
Our
core technology offers practical, cost-effective solutions that materially advance the adoption of quantum machines across several market
segments including:
1. Quantum Computing
2. Quantum Intelligence (Artificial Intelligence and Machine Learning)
3. Remote Sensing
4. Imaging
5. Cybersecurity
3
Products
and Products in Development
The
Company believes it is well-positioned in the marketplace due to the Company’s core technology in integrated photonics that allows
QCi to offer a suite of quantum machines and solutions to the market today with a robust technology roadmap for the future. The merger
with QPhoton has broadened the Company’s technology portfolio and enables us to develop a group of closely related products to
EQC, based on our common core photonic technology.
TFLN
Optical Chips
We
believe that TFLN optical integrated circuits (“TFLN Optical Chips”) will ultimately provide the greatest scalability and
performance advantages for quantum information processing, sensing and imaging. The Company is developing proprietary chip designs and
is completing a dedicated chip fabrication facility to develop and produce TFLN Optical Chips for quantum information processing and
other single photon detection and sensing applications.
Quantum
Computing
Entropy
Quantum Computer
The
core of QCi’s hardware offering is the EQC, which leverages the principle of open quantum systems, meaning that the EQC does
not need to be isolated from the outside world in order to function. The EQC differs from the more common gate-model architectures
by using the entropy in the environment as a useful source of energy rather than as a source of noise. As a result, the EQC can
operate in normal server room environments with a high degree of stability. The EQC works by encoding a problem into a photonic
signal and then carefully modulating the loss of energy in the system, iterating until the system reaches the ground state (or
optimal configuration) solution. The non-linear coupling of an optical feedback loop in the system enables full connectivity among
all of the variables of a complex problem.
QCi
launched a new EQC device during the first quarter of 2024 (Dirac-3) and plans to release a series of additional EQC products in the
coming months and years. This planned evolution of technology and product enhancements will involve improving the size and capacity of
the EQC machines, as well as speed, scalability and performance fidelity. The EQC is available both as a cloud-based subscription service,
similar to other quantum machines, as well as an affordable on premises solution.
Qatalyst
QCi’s evolution into quantum hardware computing
was enabled by the prior creation of its Qatalyst software. The Qatalyst development platform was QCi’s answer to the broader industry’s
current approach to quantum software development, which relies on highly trained scientists working with software development kits (“SDKs”)
at the circuit level, instead of a high-level language, which requires deep level quantum expertise to create quantum workflows. Qatalyst
is not a tool kit, rather, a complete platform. Qatalyst enables developers to create and execute quantum-ready applications on conventional
computers as well as multiple quantum computers. Users can call upon the same Qatalyst APIs (Application Programming Interfaces) on conventional
computers to achieve optimization performance advantages using our cloud-based solution. We originally designed Qatalyst to facilitate
access to multiple quantum processing units including Rigetti, Oxford Quantum Circuits and IonQ, QuEra, and Xanadu via the Amazon Web
Services (“AWS”) cloud-based Braket service. Qatalyst is now the interface to QCi’s own EQC systems.
4
Quantum
Intelligence (Artificial Intelligence and Machine Learning)
Reservoir
Computer
Launched
in June 2023, our first reservoir computing product is an edge device that is FPGA-based and optimized for recurrent neural network applications.
“Compute at the edge” means to process, measure and analyze data locally (at the device) vs. over a network where data must
be sent over the internet or through some cloud service. QCi’s Reservoir Computer (“RC”) is a standalone box
that can be plugged into a local computer or server without having to connect over the internet. The RC hardware system’s advantages
over the more traditional software approaches to reservoir computing include significantly faster processing speeds, 80% - 95% less energy
consumption, portability (size of power bank), affordability, and requiring significantly shorter training time. The RC delivers superior
performance in time dependent tasks, such as chaotic time series prediction, unstructured financial model prediction, natural language
processing and weather forecasting. Being deployed at a “compute at the edge” device, which provides the advantage of allowing
data analysis to occur at the data collection point, reducing latency and dependency on network connections and providing more real-time
processing of data. To date, the market for reservoir computing has been limited due to computing cost and technical implementation complexities,
which the RC is designed to address. We anticipate that future generations of the RC will introduce greater speed of performance and
scalability. This will enable the RC to participate in the large language model training and other applications. While technology challenges
do remain in scaling this technology, this is one of the focus areas for QCi to gain significant share in the artificial intelligence
/ Machine Learning hardware market.
Remote
Sensing
LiDAR
Applications
QCi’s
Quantum LiDAR uses patented methodologies that leverage the selective use of quantum spatial-temporal modes to maximize the signal-to-noise
ratio of weak information signals in a high noise background. This technology advancement allows QCi systems to see through dense fog
and provide image fidelity at great distances with very high resolution in difficult environments such as snow, ice, and water. The practical
benefits on payload and signal to noise enhancement can be used to produce LiDAR systems that are greatly enhanced in their ability to
measure at improved resolution and distances from aircraft, drones and even satellites.
Quantum
Photonic Vibrometer
Launched
July 2023, QCi’s Photonic Vibrometer is a proprietary, powerful instrument for remote vibration detection, sensing, and inspection. This
device offers significant advancements in sensitivity, speed, and resolution, capable of discerning for the first time, highly obscured
and non-line-of-sight objects. The first in the series of the system measures the vibration frequency of a remote target by
utilizing fast-gated single photon counting to directly detect returning photons whose wavefunctions are dynamically modulated as they
are reflected off the target. By counting photons at a megahertz rate, important properties such as material composition and mechanical
integrity can be determined within seconds and, depending on detection distance, with microwatt to milliwatt optical power. Working
at an eye-safe wavelength, the system can accurately characterize the vibration spectra of solid or liquid targets with vibration amplitude
as small as 100 nanometers. The system can also remotely sense through obscured media or around corners where there is no line of sight,
implying new capabilities in remote sensing, voice recognition, and ex vivo diagnostics.
We
expect subsequent photonic vibrometer versions, currently under development, to reach significantly greater distances, minimize device
footprint and weight, and optimize data gathering in increasingly challenging environmental conditions (for example, underground, underwater
and at high altitudes affixed to a drone, plane or space-based platforms).
Imaging
Optical
Imaging
By
leveraging the ability to count single photons, a key to the EQC, and filter their associated wave functions precisely, we can obtain
optical imaging through otherwise opaque and dense materials. Quantum imaging has the potential to be a powerful supplement to modern
reconstructed computerized tomography (CAT Scan) imaging applications, where tissue damage from high energy radiation needs to be avoided.
We have built and are currently testing a prototype quantum imaging system.
5
Cybersecurity
Quantum
Networks and Quantum Authentication
QCi
has developed a system to address one of the major challenges in cybersecurity, authentication of users on a network, which is currently
facilitated by the distribution of “private keys” by a trusted third party. This approach is inherently insecure as keys
are bundled and travel with the encrypted data, making it susceptible to harvest-and-decrypt-later vulnerability. QCi has developed a
quantum authentication technology and methodology that eliminates the need for trust of third-party involvement in key distribution.
Our approach uses a combination of a high-powered laser and a patented detection methodology deeply rooted in the fundamental principles
of quantum mechanics, resulting in what we believe will be an unbreakable basis for private network communication.
Industry
Overview
Quantum
computing is a component of the large and global high-performance computing industry, which is comprised of hardware, software, and services
for compute-intensive applications. The rapid adoption of technologies such as artificial intelligence, 3D imaging, artificial intelligence/large
language models, and the Internet of Things (IoT), have served to exponentially increase the generation of data, driving up the demand
for high-performance computing. Estimates of the size of this industry vary, but according to Grand View Research, the high-performance
computing market was valued at $39.1 billion in 2019 and is expected to reach a value of $53.6 billion by 2027, see Grand View Research
- High Performance Computing Market Size Worth $53.6 Billion By 2027, https://www.grandviewresearch.com/press-release/global-high-performance-computing-hpc-market
(Information contained on, or that can be accessed through, this website is not incorporated by reference in this Annual Report, and
you should not consider information on this website to be part of this Annual Report).
The
high-performance computing market is important for many industries, including, but not limited to, IT, aerospace, healthcare, automotive,
and e-commerce. Examples of compute-intensive applications include optimization, data management, analytics, encryption, natural language
processing and complex modeling. Quantum computing is expected to be useful for similar applications. According to a report from Allied
Market Research, the global enterprise quantum computing market size was valued at $1.3 billion in 2020 and is projected to reach $18.3
billion by 2030, growing at a compound annual growth rate of 29.7% from 2021 to 2030, according to a published report on the enterprise
quantum computing market at https://www.alliedmarketresearch.com/enterprise-quantum-computing-market (Information contained on,
or that can be accessed through, this website is not incorporated by reference in this Annual Report, and you should not consider information
on this website to be part of this Annual Report).
While
the current quantum computing market comprises a fraction of the broader high-performance computing market, we anticipate that quantum
computers will unlock new applications that are unlikely to be addressable by existing high-performance computers comprised of leveraging
classical processing units.
Quantum
computing is a nascent and rapidly developing technology that has shown promise in delivering potentially disruptive computing capabilities.
We believe that quantum computing’s immense compute capabilities qualify it as a subset of high-performance computing. As quantum
computing hardware continues to advance, we expect a corresponding growth in demand for software capable of leveraging the compute capabilities
of quantum computing hardware. As an early participant in this rapidly growing ecosystem, we believe we are well-positioned to capture
and drive a meaningful amount of this category growth. We believe that there is further potential upside from quantum computing and technology
more broadly opening new markets not included in traditional high-performance computing market size estimates.
6
Competition
The
quantum computing industry is highly competitive and rapidly evolving and will likely remain so for the foreseeable future. As this industry
continues to grow and mature, we expect a continued influx of new competitors, products, hardware advances, and concepts to emerge that
can dramatically transform the industry and our business. Due to the high price point of quantum computing hardware today, novel business
models may emerge to adapt to customer preferences in the high-performance computing industry. Our ability to evolve and adapt rapidly
over an extended period of time will be critical in remaining competitive. We perform a broad range of research and development efforts
to identify and position for the changing demands of future customers and users, industry trends, and competitive forces.
According
to research conducted by The Quantum Insider (https://thequantuminsider.com/data), there are over 700 companies and approximately 400
university academic groups working in various aspects of quantum technology, with approximately 400 of these having a pure play focus
on quantum computing, according to The Landscape of the Quantum Start-up Ecosystem, October 18, 2022, https://epjquantumtechnology.springeropen.com/articles/10.1140/epjqt/s40507-022-00146-x
(Information contained on, or that can be accessed through, this website is not incorporated by reference in this Annual Report, and
you should not consider information on this website to be part of this Annual Report).
These
entities range in size from diversified global companies with significant research and development resources such as IBM, Google, Intel,
Microsoft, Quantinuum (formerly Honeywell) and Amazon to recent market entrants such as D-Wave Quantum, Rigetti Computing, IonQ, PsiQuantum,
Xanadu and Infleqtion (formerly ColdQuanta), as well as smaller privately funded development stage companies whose narrower product focuses
may allow them to be more effective in deploying resources towards a specific industry demand. In addition, we face competition from
large research organizations funded by sovereign nations such as China, Russia, Canada, Australia, and the United Kingdom, as well as
the European Union, and we believe that additional countries will invest in quantum computing in the future. We will continue to face
competition from the existing high-performance computing industry using classical (non-quantum) computers.
We
believe that competition in this market segment will intensify. Many of our competitors may have longer operating histories, significantly
greater financial, technical, product development and marketing resources, and greater name recognition than we do. Our competitors
could use these resources to market or develop products or services that are more effective or less costly than any or all of our products
or services.
Intellectual
Property
Our
intellectual property consists of patents, trademarks, and trade secrets. Our trade secrets consist of product formulas, research and
development, and unpatentable know-how, all of which we seek to protect, in part, by confidentiality agreements. To protect our intellectual
property, we rely on a combination of laws and regulations, as well as contractual restrictions. Federal trademark law protects our registered
trademarks. We also rely on the protection of laws regarding unregistered copyrights for certain content we create and trade secret laws
to protect our proprietary technology. To further protect our intellectual property, we enter into confidentiality agreements with our
executive officers, employees, consultants and directors.
7
Trademarks
The
Company has one registered trademark, “QPhoton,” and has applied for two additional trademarks, both of which are being used
in commerce:
● QGraph
● Qatalyst
Patents
The
Company has one granted United States patent.
Exclusive
License Agreement
QCi
has an exclusive license to seven patents issued to the Stevens Institute of Technology, pursuant to the license agreement dated December
17, 2020 by and among QPhoton and The Trustees of The Stevens Institute of Technology (the “Licensor”). QPhoton agreed to
reimburse the Licensor for patent prosecution expenses in the amount of $125,041 and deliver to the Licensor an annual report and quarterly
report pursuant to the terms of the license agreement. As consideration for the license and other rights granted under the license agreement,
QPhoton agreed to pay the Licensor (i) $35,000 upon full execution of the license agreement, (ii) $28,000 each annual anniversary of
the effective date of the license agreement, (iii) 9% of the membership units of QPhoton, LLC, and (iv) a royalty of 3.5% of the net
sales price of each license product sold or license by QPhoton, LLC and any affiliate and sublicensee. On June 15, 2022, the Licensor
agreed to assign the license agreement to QCi upon consummation of the QPhoton Merger.
Government
Regulation and Incentives
Encryption
The
U.S. government has historically tightly regulated the export of cryptographic technologies under the Arms Export Control Act and the
associated International Traffic in Arms regulations (ITAR) as a form of munition. The logic behind the export restrictions is that the
ability to secure information has great value to the military and intelligence agencies, and the US Government does not want those technologies
sold or distributed to foreign adversaries. These regulations were relaxed in 1996 by executive order, but restrictions are still in
place under the Export Administration Act that limit the export of some advanced encryption methods and technologies. Export of commercial
encryption products to certain designated countries and terrorist groups is restricted, as are exports of military quality encryption
technologies. Restrictions on encryption technology are in place in many other countries but the extent of regulation varies widely from
country to country. Domestically, encryption technology is largely unregulated but law enforcement, intelligence and investigative agencies
work closely with encryption technology developers to enable the US government to access encrypted data under certain conditions. We
believe that quantum encryption and decryption products can be marketed to U.S. government agencies but that export opportunities may
be limited. The National Security Agency (NSA) released the “Commercial National Security Algorithm Suite 2.0” (CNSA
2.0) Cybersecurity Advisory (CSA) to notify National Security Systems (NSS) owners, operators and vendors of the future quantum-resistant
(QR) algorithms requirements for NSS networks that contain or transfer classified information or are otherwise critical to military and
intelligence activities.
8
Incentives
In
December 2018, the National Quantum Initiative Act (the “Quantum Act”) was signed into law. The purpose of the Quantum Act
is to “ensure the continued leadership of the United States in quantum information science” and to develop a unified national
strategy for researching quantum information science. The Quantum Act authorizes a National Quantum Coordination Office inside the
White House’s Office of Science and Technology Policy to help coordinate research between agencies, serve as the federal point
of contact and promote private commercialization of federal research breakthroughs over the next decade. In addition, President Trump
announced the formation of a National Quantum Initiative consisting of key technology companies working in the field of quantum computing.
The Company is a member of that Initiative and is also a member of the Quantum Economic Development Council.
The
Quantum Act also authorized the creation of five National Quantum Information Science Research Centers within the Department of Energy
and research and education centers in the National Science Foundation. The Quantum Act also anticipated the eventual creation of industry
standards for QIS development, new research grant funding and increased collaboration with the private sector, to date those standards
and industry funding opportunities have not materialized.
In
August 2022 Congress passed, and President Biden signed, the Creating Helpful Incentives to Produce Semiconductors Act of 2022 (the
“CHIPS Act”). The CHIPS Act was designed to address the global computer chip shortage and attract chip manufacturing, and
innovation to the United States. The CHIPS Act is a $280 billion spending package aimed at encouraging the growth of the US-based semiconductor
industry. To assist in securing the domestic chip supply, the CHIPS Act provides $52.7 billion for American semiconductor research, development,
manufacturing, and workforce development. The Company is pursuing programs under the CHIPS Act as a potential avenue to finance a photonic
chip manufacturing facility.
Corporate
Information
Our
executive offices are located at 5 Marine View Plaza, Suite 214, Hoboken, NJ 07030, and our telephone number is (703) 436-2121. Our corporate
website is www.quantumcomputinginc.com. Information appearing on our website is not part of this Annual Report.
Employees
As
of December 31, 2023, the Company had 39 full time employees and nine part time contract staff, 34 of whom are focused on product development.
The employees are not part of a collective bargaining agreement and labor relationships are good. The Company offers a health and welfare
benefit plan to current full time employees that provides medical, dental, vision, life and disability benefits. The Company also offers
a 401(k) retirement savings plan and participation in the stock option plan to all full-time employees. There are no unpaid liabilities
under the Company’s benefit plans, and the Company has no obligation to pay for post-retirement health and medical costs of retired
employees.
9
ITEM
1A. RISK FACTORS.
This
Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties, such as statements of our objectives,
expectations and intentions. The cautionary statements made in this Annual Report on Form 10-K should be read as applicable to all forward-looking
statements wherever they appear in this report. Our actual results could differ materially from those discussed herein. Factors that
could cause or contribute to such differences include those discussed below, as well as those discussed elsewhere in this Annual Report
on Form 10-K.
Risks
Related to Our Financial Condition and Status as an Early-Stage Company
We
are in our early stages and have a limited operating history, which makes it difficult to forecast the future results of our operations.
QCi was formed in 2018 and merged with QPhoton in
June 2022. As a result of our limited operating history, our ability to accurately forecast our future results of operations is limited
and subject to a number of uncertainties, including our ability to plan for and model future growth. Our ability to generate revenues
will largely be dependent on our ability to develop and produce a suite of products based on quantum photonic technologies, with steadily
increasing capabilities. Our technical roadmap may not be realized as quickly as hoped, or even at all. As a result, our historical results
should not be considered indicative of our future performance. Further, in future periods, our growth could slow or decline for a number
of reasons, including but not limited to slowing demand for our quantum products and services, increased competition, changes to technology,
our inability to scale up our technology, a decrease in the growth of the market, or our failure, for any reason, to continue to take
advantage of growth opportunities. Furthermore, the accompanying consolidated financial statements have been prepared assuming that we
will continue as a going concern. We have not emerged from the development stage and may be unable to raise further equity. These factors
raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
We
have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly
changing industries. If our assumptions regarding these risks and uncertainties and our future growth are incorrect or change, or if
we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our
business could suffer. Our success as a business ultimately relies upon fundamental research and development breakthroughs in the coming
years. There is no certainty these research and development milestones will be achieved as quickly as hoped, or even at all.
We
have a history of operating losses and expect to incur significant expenses and continuing losses for the foreseeable future.
We
incurred net losses each year since 2018 and we believe that we will continue to incur operating and net losses each quarter until at
least the time we begin generating significant revenue from our products and services, which may never occur. Even with significant production,
we may never become profitable from the sale of our products and services.
We
expect to incur significantly higher losses in future periods as we continue to incur significant expenses in connection with the design,
development and manufacturing of our quantum computers and other products and services, and as we expand our research and development
activities, invest in manufacturing capabilities, build up inventories of components for our quantum computers and other products, increase
our sales and marketing activities, develop our infrastructure, and increase our general and administrative functions to support our
growing operations. We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result
in revenues, which would further increase our losses. If we are unable to achieve and/or sustain profitability, or if we are unable to
achieve the growth that we expect from these investments, it could have a material adverse effect on our business, financial condition
or results of operations. Our business model is unproven and may never allow us to cover our costs.
We
have a history of accumulated deficits, recurring losses and negative cash flows from operating activities. We may be unable to achieve
or sustain profitability or remain a going concern.
We
are an early-stage company and we have not generated any material revenues to offset our operating expenses. If we are unable to generate
significant revenues in future periods, we will not be able to achieve profitability, and if we should achieve, to maintain profitability.
Beyond this, we may incur significant losses in the future for a number of reasons including other risks described in this document,
and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown events. Accordingly, we may not ever
achieve profitability. We incurred negative cash flows from operating activities and recurring net losses in fiscal years 2023 and 2022.
As of December 31, 2023, and 2022, our accumulated deficit was $149,718,453 and $119,987,781, respectively. These factors, among others,
raised substantial doubt about our ability to continue as a going concern.
10
We
may not be able to scale our business quickly enough to meet customer and market demand, which could result in lower profitability or
cause us to fail to execute on our business strategies.
In
order to grow our business, we will need to continually evolve and scale our business and operations to meet customer and market demand.
However, commercial demand for quantum computing products and services may never develop. There are significant technological challenges
associated with developing, producing, marketing and selling products and services in the high-performance computing industry, including
our products and services, and we may not be able to resolve all of the difficulties that may arise in a timely or cost-effective manner,
or at all. We may not be able to cost effectively manage production at a scale or quality consistent with customer demand in a timely
or economical manner.
Our
ability to scale is dependent also upon components that we must source from multiple countries, including China. Shortages or supply
interruptions in any of these components will adversely impact our ability to generate revenues. Deterioration in the political relationship
between the U.S. and China result in loss of access to suppliers of key components with little or no warning, which would adversely affect
our ability to develop and manufacture our products. We are actively searching for alternative suppliers outside of China, but there
is no assurance that we can locate comparable components at reasonable prices within the desired timeframes.
If
large-scale development of our quantum computers other products commences, they may contain defects in design and manufacture that may
cause them to not perform as expected or that may require repair and design changes. Our quantum computers are inherently complex and
incorporate technology and components that may have not been used for computing products and that may contain defects and errors, particularly
when first introduced. We have a limited frame of reference from which to evaluate the long-term performance of our computers. There
can be no assurance that we will be able to detect and fix any defects in our quantum computers in a timely manner that does not disrupt
our services to our customers. If our technology fails to perform as expected, customers may seek out a competitor or turn away from
quantum computing entirely, each of which could adversely affect our sales and brand and could adversely affect our business, prospects
and results of operations. If defects in our technology lead to erroneous outputs, third parties relying on those outputs may draw from
them erroneous conclusions, creating a risk that we will be liable to those third parties.
If
we cannot evolve and scale our business and operations effectively, we may not be able to execute our business strategies in a cost-effective
manner and our business, financial condition, profitability and results of operations could be adversely affected.
Even
if the market in which we compete achieves its anticipated growth levels, our business could fail to grow at similar rates, if at all.
Our
success will depend upon our ability to expand, scale our operations, and increase our sales and support capability. Even if the market
in which we compete meets the size estimates and growth forecasted, our business could fail to grow at similar rates, if at all.
Our
growth is dependent upon our ability to successfully expand our products and services, retain customers, bring in new customers and retain
critical talent. Unforeseen issues associated with scaling up and constructing quantum computing technology at commercially viable levels
could negatively impact our business, financial condition and results of operations.
Our
growth is dependent upon our ability to successfully market and sell our quantum computers and quantum computing products and services.
We do not have experience with the large-scale production and sale of quantum computing technology. Our growth and long-term success
will depend upon the development of our sales and production capabilities.
11
Moreover,
because of our advanced technology, our customers will require particular support and service functions, some of which are not currently
available and may never be available. If we experience delays in adding such support capacity or servicing our customers efficiently,
or experience unforeseen issues with the reliability of our technology, we could overburden our servicing and support capabilities. Similarly,
increasing the number of our products and services would require us to rapidly increase the availability of these services. Failure to
adequately support and service our customers may inhibit our growth and ability to expand.
There
is no assurance that we will be able to ramp our business to meet our sales, manufacturing, installation, servicing and quantum computing
targets, that expected growth levels will prove accurate or that the pace of growth will continue at the current rate. Failure of QCi
to grow at rates similar to that of the broader quantum computing industry may adversely affect our operating results and ability to
effectively compete within the industry.
We
may not manage growth effectively.
Our
failure to manage growth effectively could harm our business, results of operations and financial condition. We anticipate that a period
of significant expansion will be required to address potential growth. This expansion will place a significant strain on our management,
operational and financial resources. Expansion will require significant cash investments and management resources and there is no guarantee
that they will generate additional sales of our products or services, or that we will be able to avoid cost overruns or be able to hire
additional personnel to support us. In addition, we will also need to ensure our compliance with regulatory requirements in various jurisdictions
applicable to the sale, installation and servicing of our products. To manage the growth of our operations and personnel, we must establish
and maintain appropriate and scalable operational and financial systems, procedures and controls and a qualified finance, administrative
and operations staff. We may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify,
manage and exploit potential strategic relationships and market opportunities.
We
will require a significant amount of cash for expenditures as we invest in ongoing research and development and business operations and
may need additional capital sooner than planned to pursue our business objectives and respond to business opportunities, challenges or
unforeseen circumstances, and we cannot be sure that additional financing will be available. If we are unable to raise additional funding
when needed, we may be required to delay, limit or substantially reduce our development efforts.
Our business and future plans for expansion are capital-intensive,
and we will require additional capital for equipment and facilities for hardware manufacturing and optical chip fabrication. The specific
timing of cash inflows and outflows may fluctuate substantially from period to period. We will require a significant amount of cash for
expenditures as we invest in ongoing research and development and business operations. Our operating plan may change because of factors
currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or
other sources. Such financings may result in dilution to stockholders, issuance of securities with priority as to liquidation and dividend
and other rights more favorable than those of our common stock, imposition of debt covenants and repayment obligations or other restrictions
that may adversely affect our business. Any funds we raise may not be sufficient to enable us to continue to implement our long-term business
strategy. Further, our ability to raise additional capital may be adversely impacted by worsening global economic conditions and disruptions
to and volatility in the credit and financial markets in the United States and worldwide resulting from disruptions in access to bank
deposits or lending commitments due to bank failures, the military conflict between Russia and Ukraine and the related sanctions imposed
against Russia, and the state of war between Israel and Hamas and the related risk of a larger regional conflict. In addition, we may
seek additional capital due to favorable market conditions or strategic considerations even if we believe that we have sufficient funds
for current or future operating plans.
There
can be no assurance that financing will be available to we on favorable terms, or at all. The inability to obtain financing when needed
may make it more difficult for us to operate our business or implement our growth plans and we may be required to delay, limit or substantially
reduce our quantum computing development efforts. Our ability to raise additional capital through the sale of securities could be significantly
impacted by the resale of our securities by holders of our securities, which could result in a significant decline in the trading price
of our securities and potentially hinder our ability to raise capital on terms that are acceptable to us or at all.
Failure
to identify errors in the quantitative models we utilize to manage our business could adversely impact product performance and client
relationships.
We
employ various quantitative models to manage our business. Any errors in the underlying models or model assumptions could have unanticipated
and adverse consequences on our business and reputation.
12
Our
ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the QPhoton Merger or other
ownership changes.
We
have incurred losses during our history, do not expect to become profitable in the near future and may never achieve profitability. To
the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until
such unused losses expire, if at all.
Under
current law, U.S. federal net operating loss carryforwards generated in taxable periods beginning after December 31, 2017, may be carried
forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020,
is limited to 80% of taxable income, or less. It is uncertain if and to what extent various states will conform to the current law.
In
addition, our net operating loss carryforwards are subject to review and possible adjustment by the IRS, and state tax authorities. Under
Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), our federal net operating loss carryforwards
and other tax attributes will become subject to an annual limitation in the event of certain cumulative changes in the ownership of the
Company. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups
of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentage points over their
lowest ownership percentage within a rolling three-year period. Similar rules apply under state tax laws. Our ability to utilize our
federal net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as
a result of ownership changes, including potential changes in connection with the QPhoton Merger or other transactions. Similar rules
may apply under state tax laws.
If
we earn taxable income, such limitations could result in increased future income tax liability and our future cash flows could be adversely
affected. We have recorded a valuation allowance related to our net operating loss carryforwards and other deferred tax assets due to
the uncertainty of the ultimate realization of the future benefits of those assets.
Risks
Related to Our Business and Industry
We
have not produced any of our products at volume and we face significant barriers in our attempts to develop and manufacture our products,
including the need to invent and develop new technology. If we cannot successfully overcome those barriers, our business will be negatively
impacted and could fail.
Producing
quantum computers, sensors and networks is a difficult undertaking. There are significant engineering challenges that we must overcome.
We face significant challenges in completing development of our quantum computers and other products, and in producing in sufficient
volumes. Even if we complete development and achieve volume production of our products, if the cost, accuracy, performance characteristics
or other specifications fall short of our expectations, our business, financial condition and results of operations would be adversely
affected.
The
performance capabilities of our products will depend on the development and production of TFLN Optical Chips to achieve scale, performance