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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities
and Exchange Act of 1934

 

Date of Report (Date of earliest event reported):
August 25, 2022

 

QUANTUM COMPUTING, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   000-56015   82-4533053

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

215 Depot Court SE, Suite 215

Leesburg, VA 20175

(Address of principal executive offices, including
zip code)

 

(703) 436-2161

(Registrant’s telephone number, including
area code)

 

Check the appropriate box below if the 8-K filing
is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

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 Capital
Market

 

Indicate by check mark whether
the registrant is an emerging growth company as defined in 

 

Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).

 

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. ☐

 

 

Item 8.01 Other Events.

 

On August 25, 2022, the Company issued an update to
shareholders in the form of a letter (the “Shareholder Letter”) and press release in connection therewith. A copy of the Shareholder
Letter and the press release is filed hereto as Exhibit 99.1 and 99.2, respectively, and is incorporated herein by reference. 

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  QUANTUM COMPUTING INC.
     
Dated: August 25, 2022 By: /s/ Christopher Roberts
   

Christopher Roberts

Chief Financial Officer

   

 

 

2

Exhibit 99.1

 

Quantum Computing Inc. Releases Shareholder
Letter with Quantum Roadmap

 

QCI’s Real Entropy Quantum Computer,
the Dirac-1 Photonic Quantum System, is Able to Solve Multiplex Business Problems Today

 

LEESBURG, Va., August 25, 2022 — Quantum Computing Inc.
(“QCI’’ or the “Company”) (NASDAQ: QUBT), a leader in accessible quantum computing, today announced that it has issued
a letter to shareholders pertaining to QCI’s vision and state of the industry. The letter recaps QCI’s many achievements since
the June 2021 shareholder letter and offers a roadmap for the coming year and beyond.

 

The capstone to this extraordinary year was QCI’s acquisition
of QPhoton. This enabled QCI to combine its deep expertise and experience in quantum computing with QPhoton’s research efforts to
develop photonic-based quantum systems. QCI has developed a room-temperature Entropy Quantum System for solving real world business problems
today. This game-changing computational capability surpasses anything currently available in the industry, but operates without costly
and impractical infrastructure such as cryogenic cooling and specially environmentally engineered rooms that do not scale.

 

QCI has evolved into a full stack quantum solutions company offering
customers the ability to run optimization problems in excess of 5,000 variables (Qubits), on a room temperature, desktop quantum system.

 

“The other leading quantum hardware companies do not expect to
match this achievement for another three to five years, and we believe they are not likely to ever realize quantum results using methods
such as gate models,” said Robert Liscouski, CEO of QCI. “Quantum information processing for solving real-world problems is
available now and this is only the beginning. World class talent will be at the center of making QCI a real force in the quantum information
industry. In addition to Dr. Yuping Huang joining QCI as Chief Quantum Officer, we have attracted Dr. William McGann as our CTO and COO.
This combination of Dr. Huang, Dr. McGann, and the expanded engineering team will spearhead QCI’s next growth phase.”

 

2021-2022 Summary:

 

 

Developed and released QAmplify, an enhancement to the company’s Qatalyst™ platform that amplifies the quantum effects
of existing quantum computers by 5x – 20x of their qubit count

 

Continued to hire world class talent

 

Expanded the Board of Directors

 

Completed an additional funding of the company through the sale of preferred equity

 

Successfully completed the acquisition of QPhoton

 

 

In mid-2022, QCI created its Quantum Solutions division, which is focused
on bridging the gap between state of the art quantum computing technologies and real-world business problems. The team comprises professionals
with backgrounds in data science, solutions architecture, and management consulting who work with forward-thinking companies to help them
define, demonstrate, and implement quantum-based technology solutions to their business-relevant problems today.

 

Logistics optimization is a key technology application for which quantum
computing can readily show value.  In July, QCI’s Quantum Solutions team was selected by a State Government Innovation Center
to evaluate quantum technology applications that support logistics use cases. In this partnership, QCI will use its Entropy Quantum Computing
(EQC) technologies to demonstrate optimization use cases in support of advanced air mobility applications, such as air-based drone delivery
networks.

 

In addition to logistics applications, the Quantum Solutions team is
developing and demonstrating solutions for various other applications, including:

 

Energy: Improving the design of wind power plants by optimizing configurations of wind turbines to maximize power generation
efficiency while accounting for turbine wake effects

 

Manufacturing: Supporting the design of autonomous vehicles by optimizing the placement of vehicle sensors to maximize coverage
of surrounding areas while minimizing costs

 

Artificial Intelligence: Enhancing machine learning processes by optimizing the selection of features for AI/ML models

 

Financial Services: Helping banks more accurately detect and identify fraudulent activity within their transactions’
data streams

 

Cybersecurity: Creating secure transport layers (quantum networks) and quantum authentication, which will contribute greatly
to the cybersecurity domain beyond encryption

 

QCI’s goals for 2022-2023 are focused on generating and increasing
sales of its quantum technology’s existing capabilities represented in the Quantum Ecosystem. The company expects to accomplish
the following over the next 12 months:

 

Offer subscription access to Dirac-1 and -2

 

Expand its technical solutions offerings to other domains that will benefit from Dirac-1

 

Commercialize and sell its Quantum LiDAR

 

Deploy its quantum cybersecurity solutions by commercializing its quantum network and authentication capabilities

 

Deploy its quantum solutions to U.S. government clients

 

Expand the deployment of its quantum solutions to state government clients

 

Expand its technical team

 

Expand its Technical Solutions and Sales Teams

 

“These are ambitious goals for sure, but well within our reach,
based on our current trajectory,” added Liscouski. “Our combined technical team is continually working to provide greater
computational capabilities to our clients, as well as completing the development of other quantum solutions for the marketplace. The challenge
we have is keeping up with the pace of the engineering team’s development, which is a good problem to have.”

 

 

QCI’s Path to the Future – The Quantum Ecosystem

 

QCI’s vision is to develop democratized quantum solutions that
will have a positive impact on business, industry, government and society. QCI’s technology roadmap is based on the company’s
Quantum Ecosystem, representing the technologies in its portfolio that will be brought to market. Highlights include:

 

Quantum Optical Chips:

 

Optical chips will ultimately provide the greatest scalability
and performance advantages for quantum information processing, sensing and imaging. The company expects to benefit from the recently authorized
CHIPS Act and will begin to establish a U.S.-based chip facility in 2023.

 

Quantum Imaging:

 

One of the most exciting opportunities on the 3-5 year horizon
involves leveraging the ability to count single photons and filter their associated wave functions precisely to obtain optical imaging
through otherwise opaque and dense materials. At a minimum, quantum imaging will be a powerful supplement to modern reconstructed CT imaging
applications, where tissue damage from high energy radiation can and needs to be avoided.

 

To read the complete 2022 shareholder letter or learn more about QCI,
visit www.quantumcomputinginc.com.

 

About Quantum Computing Inc.

 

Quantum Computing Inc. (QCI) (NASDAQ: QUBT) is a full-stack quantum
software and hardware company on a mission to accelerate the value of quantum computing for real-world business solutions, delivering
the future of quantum computing, today. The company recently acquired QPhoton, a quantum photonics innovation company that has developed
a series of quantum photonic systems (QPS). The combination of QCI’s flagship ready-to-run software product, Qatalyst, with QPhoton’s
QPS, sets QCI on a path to delivering a broadly accessible and affordable full-stack quantum solution that can be used by non-quantum
experts, anywhere, for real-world industry applications. QCI’s expert team in finance, computing, security, mathematics and physics
has over a century of experience with complex technologies; from leading edge supercomputing, to precision sensors and imaging technology,
to the security that protects nations. For more information about QCI, visit www.quantumcomputinginc.com.

 

 

Important Cautions Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forwardlooking,
including, but not limited to, statements regarding the future performance of Quantum Computing, Inc. and its consolidated subsidiaries
(the “Company” or “QCI”), including its financial outlook; the other expectations described under “QCI’s
Roadmap to Quantum Future”, “QCI Quantum EcoSystem”, “QUBT-U and Workforce Development”. QCI’s Path
to the Future”, Goals for 2022-23”, 2022-2023 Pipeline”, “Explore New Partnerships”, and Establish A Senior
Technology Advisory Group” above; and the Company’s business strategy, plans, and objectives for future operations. In some
cases, forward-looking statements can be identified by terms such as “may,” “will,” “appears,” “should,”
“expects,” “plans,” “anticipates,” “could,” “outlook,” “intends,”
“target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,”
“potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern
our expectations, strategy, plans, or intentions. Such statements are subject to a number of known and unknown risks, uncertainties, assumptions,
and other factors that may cause the Company’s actual results, performance, or achievements to differ materially from results expressed
or implied in this letter. Investors are cautioned not to place undue reliance on these statements, and reported results should not be
considered as an indication of future performance. Risks that contribute to the uncertain nature of the forward-looking statements include,
among others, the effects of the COVID-19 pandemic on the Company’s business, including as a result of new strains or variants of
the virus, and the global economy generally; litigation, and other proceedings related to the Company’s business in a variety of
areas; the effectiveness of the Company’s strategy and business initiatives; the Company’s lack of liquidity; and changes
in political, business, and economic conditions; as well as other risks listed or described from time to time in the Company’s filings
with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2021, the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June
30, 2022, and any subsequent filings, which are or will be on file with the SEC and available on the investor relations page of the Company’s
website. All forward looking statements are based on information and estimates available to the Company at the time of this letter and
are not guarantees of future performance. Except as required by law, the Company assumes no obligation to update any of the statements
in this letter.

 

The information that can be accessed through hyperlinks or website
addresses included herein is deemed not to be incorporated in or part of this letter.

 

Qatalyst™ and QikStart™ are trademarks of Quantum Computing
Inc. All other trademarks are the property of their respective owners.

 

Company Contact:

 

Robert Liscouski, CEO

Quantum Computing, Inc.

+1 (703) 436-2161

Email Contact

 

Investor Relations Contact:

 

Ron Both or Grant Stude

CMA Investor Relations

+1 (949) 432-7566

Email Contact

 

Media Relations Contact:

 

Seth Menacker

Fusion Public Relations

+1 (201) 638-7561

[email protected]

 

# # #

 

 

4

 

Exhibit 99.2

 

 

Fellow Shareholders,

 

I hope you are all well. It is hard to believe that a year ago we were
coming out of the pandemic and looking forward to getting back to business. It has truly been an absolutely amazing and extraordinary
year. Since my last letter we have:

 

 

Released QAmplify, our enhancements to our Qatalyst platform that now amplifies the quantum effects of existing quantum computers
by 5x – 20x of their qubit count,

 

Continued to hire world class talent,

 

Expanded our Board of Directors,

 

Completed an additional funding of the company through the sale of preferred equity, and,

 

Successfully completed the acquisition of QPhoton.

 

Last year, I stated that QCI’s committed vision is “to
be the democratizing force that enables subject matter experts (SMEs) and end users to get critical answers to business problems right
now, using the computing mix that best delivers those results.” We have not only remained committed to that vision but we have accelerated
the achievement of delivering those results.

 

The capstone to this extraordinary year was the acquisition of QPhoton.
This enabled QCI to combine its deep expertise and experience in quantum computing with QPhoton’s research efforts to develop photonic
based quantum systems. QCI has developed a room-temperature Entropy Quantum System (EQC) for solving real world business problems –
TODAY.
This is game changing because the computational capability surpasses anything available in the industry, but operates without
all the costly and impractical infrastructure such as cryogenic cooling and specially environmentally engineered rooms to operate that
do not scale.

 

QCI has evolved into a full stack Quantum Solutions Company offering
customers the ability to run optimization problems in excess of 5000 variables (Qubits), on a room temperature, desk top quantum system.

 

We believe this achievement is something most other quantum hardware
companies only hope to do in the next three to five years at a computational level and are likely never to achieve using gate model or
other methods to achieve quantum results. QCI’s Entropy Quantum Computer, the quantum information processing system for solving
real-world problems, is available now and this is only the beginning of our commercialization of quantum solutions.

 

As exciting as that statement is, it is only one part of QCI’s
portfolio. We offer solutions ranging from quantum LiDAR, quantum intelligence, quantum sensing and imaging, quantum-secured networks,
and nanophotonic chips.

 

 

 

We all know that developing
a world class company requires world class talent. In addition to Dr. Huang joining as QCI’s Chief Quantum Officer and a Director,
we have attracted Dr. William McGann as our CTO and COO. Dr. McGann most recently was Leidos’ CTO of Security and Detection Technologies
with a long successful history as a scientist and entrepreneur with proven abilities to take technologies out of the lab and into the
commercial market. We believe that the combination of Dr. Huang and Dr. McGann, and the expanded engineering team they lead, make QCI
a real force in the quantum information industry.

 

QCI has an unwavering commitment to bring real world quantum solutions
to world to have a positive impact on business and society – at scale. That is why the acquisition of QPhoton makes more than just
business sense. Dr. Huang’ vision (which we share) is to bring quantum technologies to the industry and make it available for anyone
in any industry that needs to solve complex or world changing problems; business, research, education, and, government. Not only are we
perfectly aligned technically to achieve that goal, but we are philosophically aligned as well. That is why the integration of the two
companies has been seamless and easy – we all have had the same goal in mind – to build a company that has a meaningful positive
impact on our world and to create great value for our shareholders. That is why QCI has evolved to much beyond a quantum software company.

 

QCI truly is an Innovative Quantum Solutions Company
– providing both the industry’s leading quantum hardware and software.

 

The State of Quantum Computing

 

Last year when I wrote about the state of quantum computing I referred
to a lot of the hype in the industry. That is still true today in many ways but there have been some recent statements by hardware makers
downsizing expectations of what current quantum hardware can deliver. In large part those statements are based on the various approaches
to building a quantum computer, including gate models and annealers. These approaches have promises for the future but still require significant
investment and a lot of expensive supporting infrastructure to eventually reach those goals. And – it is unlikely that they will
be able to scale to be an “on premises quantum computer”, let alone a machine that can be easily deployed in an enterprise.
While the industry and market have focused on proving that quantum computing will eventually scale to be able to solve real world problems,
today they are solving science experiments and problems to claim to achieve quantum advantage but frankly have little meaning in the real
world.

 

For quantum computing to deliver real and scalable value to businesses
and the academic world, it will have to be accessible, capable, affordable, and widely deployable. It cannot be constrained by the limitations
of cryogenic cooling and sound and vibration proof infrastructures that make it a solution for only the most elite companies in the business
community. Said more specifically, regardless of the future technical advances in these technologies, they are not likely to ever achieve
practical levels of SWAP-C (Size / Weight and Power – Cost).

 

 

 

QCI is Changing the Current State of Quantum Computing:

 

Our first step into the world of quantum computing
hardware is our Entropy Quantum Computing (EQC) platform. Using the EQC we produced landmark results for a real-world problem –
BMW’s autonomous vehicle sensor optimization challenge which we highlighted in our presentation to BMW on July 20, 2022 (link
to the video
). As a result of the presentation, we had so many people reaching out with questions, and we wanted to share
some highlights about EQC, especially how it differs from today’s Noisy Intermediate Scale Quantum (NISQ) computers – the
more common quantum computer.

 

Quantum and Today’s NISQ Computers

 

First, here is a brief introduction to how quantum systems in nature
really work. Quantum systems are naturally “open”, meaning, they inevitably interact with the many degrees of freedom subtended
in their surrounding environment. As a result of this interaction, the wavefunctions describing those systems collapse, which is the point
where quantum information is lost.

 

That’s why today’s NISQ computers are designed to produce
closed quantum systems in pristine quantum states that are isolated from the environment. Their goal is to minimize this interaction since
it causes significant processing challenges for these architectures.

 

You see, to create and maintain stability of the pristine closed system,
there is a significant engineering cost in the design requirements to protect quantum information from the environment (aka noise). This
is why quantum computers usually require cryogenic cooling, pure vacuum, and zero electromagnetic background. Those requirements introduce
high cost, complex maintenance, and ongoing stability issues, thus the SWAP-C challenge of NISQ systems.

 

We’ve all heard the questions about whether quantum computing
is real (it is) as a result of the limitations of these early architectures. That’s due to the reality facing these NISQ computers:
they have limited qubit scale, which restricts the size and complexity of the problems they can process; they are extremely expensive
to build and maintain due to the extreme environmental demands; they are error prone even at small scale; they lack stability due to decoherence,
which collapses the quantum space.

 

As of today, these systems have been able to process small “toy”
problems up to 127 variables for gate-model systems and up to 400 variables for sparse matrix problems on a quantum annealer. The computations
can take hours to complete and may be interrupted as the systems lose coherence. Additionally, these closed systems are still extremely
prone to errors. One paper estimates that every logical qubit will require 1,000 to 10,000 qubits for error correction alone, which means
that the best NISQ computer today contains effectively less than one error-corrected qubit, and it will take decades to reach ten, if
at all possible.

 

EQC in Action – A Full Quantum Solution – The BMW
Sensor Problem Submission Summary

 

As demonstrated as part of the BMW Quantum Challenge presentations,
QCI’s first EQC prototype delivered truly landmark results. We solved a sensor optimization problem for autonomous vehicles FOR
THE FIRST TIME on a fully-quantum system. The computations included 3,854 variables and 500 constraints. The EQC delivered a superior,
feasible solution in six minutes. Following is a summary of this landmark result.

 

 

 

The BMW sensor challenge was designed to
test the abilities of quantum technologies. Its focus was to find an optimal configuration of vehicle sensors for autonomous driving.
Optimality was defined as maximal coverage of the vehicle’s surroundings, at minimal economic cost.

 

Today’s NISQ architectures have only
been able to process problems with very limited variable sizes, around 127 variables (Qubits). This is due to the limitations noted above
as the number of qubits available to represent problem variables are extremely limited. Plus the lack of connectivity and coherence between
these qubits to account for the volume of constraints. The size and complexity of the BMW Challenge highlighted the limitations caused
by the extreme system requirements needed in NISQ architectures.

 

Note that in 2021, Quantum Computing Inc. (QCI), took on the BMW sensor
optimization challenge and generated a solution, leveraging a variational approach, Variational Analog Quantum Oracle (VAQO) that enables
QPUs to contribute to solving problems larger than the number of qubits available. It was applied to a D-Wave quantum annealer that solved
the BMW problem (see the table below.) That demonstration provided a good example of how software can be used to extend the capabilities
of current quantum computing hardware. This software, QAmplify, includes VAQO and can be used to extend the qubit capacity of both gate-model
systems and quantum annealers.

 

With the recent acquisition of QPhoton, a quantum photonics systems
company, QCI has established a toolbox of new quantum hardware technologies, including Entropy Quantum Computing (EQC) that we applied
to the BMW optimization problem.

 

This year, we presented a 2022 solution based on EQC to directly solve
a problem with 3,854 variables. Using an initial EQC prototype, a superior, feasible solution was obtained in six minutes of total runtime.

 

EQC Results

 

The 2022 sensor challenge problem taken on with the EQC consists of
n = 3, 854 variables (Qubits) and 501 constraints. The problem (including constraints) was submitted directly to an EQC prototype in the
form of an n–by–(n + 1) Hamiltonian matrix. Through the controlled interaction with the engineered environment, the system
relaxed to a ground state, where the objective function and all of the optimality conditions were captured and subsequently analyzed.

 

The EQC result achieved optimality, provided a sensor configuration
consisting of 15 sensors yielding 96% coverage of the criticality space. This practical solution demonstrates a clear advantage when compared
with best alternatives as described below.

 

First, using QCI’s classical solver CSample,
the problem resulted in a significantly lower 62.8% coverage area for the same number of sensors (15).

 

Second, using the VAQO approach
demonstrated in our 2021 solution, we generated a result with a higher 99.8% sensor coverage, but at significantly higher costs using
373 sensors. (Table 1 summarizes this data.)

 

Table 1

 

Performance Parameters   EQC     VAQO     CSample  
Coverage     96 %     99.4 %     62.8 %
Number of Sensors     15       373       15  
Runtime (seconds)     363       26373       197  

 

Table 1: Comparison of best results obtained by each solver.
The Hamiltonian used was properly designed to take into account the physical constraints of the EQC system. Metrics meeting the practical
feasibility bar are marked in green, and

 

The Bottom Line

 

We all see the hype and concerns about the value of quantum computing,
arising from limited scale, high cost, lack of stability, overall complexity, and a significant error correction challenge. The EQC is
designed to address the significant challenges that current NISQ computers are facing. QCI has successfully demonstrated a scalable, error-free
and cost-effective computing prototype using quantum photonics. The future systems are designed to be deployable anywhere, require no
special environments, and be readily usable by non-quantum experts.

 

 

 

QCI’s Roadmap to the Quantum Future

 

Those of you who know me and QCI, know that we are a company that doesn’t
believe in hype, hyperbole or raising expectations that we cannot deliver on. If anything, we believe in underselling our capabilities
and over delivering on expectations, because candidly, that is how you build a solid reputation and successful business over time. As
I stated QCI aspires to be the leading innovation quantum solutions company. It is our vision that we will develop democratized quantum
solutions that will have a positive impact to business, industry, government and society. I would like to share our roadmap and explain
where we are going and how we will get there.

 

QCI’s technology roadmap is based on our Quantum EcoSystem; Quantum
Computing, Quantum Intelligence, Quantum Remote Sensing, Quantum Cyber Security, and Quantum Imaging and the lynchpin – Quantum
Optical Chips. This Quantum EcoSystem represent the technologies we have in our portfolio that we will be bringing to market.

 

QCI is now a full stack quantum computing company and is much more
than just quantum computing business. Our quantum technologies, which are either protected by our patents or are in the patent process,
allow us to go to market in the most important areas where this technology can make a difference – today:

 

 

o Our first Entropy Quantum Computer, Dirac 1, can run problems of over 5000 variables.

 

o Next quarter we will be providing subscription access to Dirac-1 capable of running complex optimization problems such as the BMW
sensor optimization problem and others. Our subscription service along with our professional services have been successfully beta testing
with a limited set of clients in preparation for our commercial release.

 

o The complete family of EQC products will be released in 2023 – These include next generations of EQC that further expand the
scale and capabilities of the Dirac-1 to broader, larger, and more complex optimization problems. As part of this progression of technology,
we are introducing a “high-dimensional” EQC that will operate with Quantum Digits (Qudits) vs. Quantum Bits (Qubits).

 

Quantum Intelligence – Reservoir Quantum Computing (RQC)

 

o Reservoir Quantum Computing (RQC) will also be released in late Q4 of 2022 and be made available through the Qatalyst platform. RQC
is a hardware configuration for quantum optical machine learning and will offer substantial increase in throughput over current convoluted
neural network (CNN) approaches today, by improving the data training rates by as much as 100X.

 

 

 

 

o Optical chips will ultimately provide the greatest scalability and performance advantages for quantum information processing, sensing
and imaging. When all of the critical optical components can be “embedded” on a fully integrated chip, the efficiency and
fidelity of the photonic quantum technologies will be fully realized. This will represent the ultimate SWAP-C capable system and will
serve as a common core technology for ALL of the product developments on the future (3 years) QCI product road maps.

 

Cybersecurity – Quantum Networks and Quantum Authentication

 

o The Cybersecurity domain has been awakened to the benefits and the threat of quantum computing resulting from the expectation that
quantum can break any RSA and non-quantum based encryption. However, effective cybersecurity goes well beyond encryption for protection.
Effective cybersecurity requires a holistic approach to protecting the enterprise. QCI believes that our quantum computing capabilities
have applications in encryption. However, we are applying our quantum technologies to create secure transport layers (quantum networks)
and authentication (quantum authentication) which will contribute greatly to the cybersecurity domain, beyond encryption.

 

Quantum Remote Sensing – QLiDAR

 

o Our QLiDAR capability has the ability to see through dense fog and provide image fidelity at great distances and through difficult
environments such as snow, ice, and water. Once again, by leveraging the power of quantum mechanics and single photon detection, LiDAR
systems can be greatly enhanced in their ability to measure at improved resolution and distances as well as extend these photonic signals
to applications in vibrometry for material stress analysis, particle size analysis, and potential remote sensing from satellites

 

 

o One of the most exciting opportunities in the 3-5 year horizon is to leverage the ability to count single photons and filter their
associated wavefunctions precisely to obtain optical imaging through otherwise opaque and dense materials.

 

Goals for 2022-2023

 

The past couple of years have certainly been tumultuous
ones. We face the uncertainty of the capital markets and an economy that is still reeling from the pandemic, inflation, an uncertain supply
chain, a strained workforce and other economic and political challenges. QCI has managed to thrive in these uncertain times. However,
one of the greatest challenges I face as CEO of QCI is getting the market to believe that this modest start-up company actually has the
technology to make the claims we are making while the largest technology companies in the world are still struggling to achieve scalable
quantum performance. We view that as a high class problem. We have the benefit of being able to prove and back up the claims we are making
and we are eager to accept problems from the industry to prove we can solve them at our cost, not theirs. I have always said that we will
build a company based on fundamentals – execution and operational excellence. And that is the path we are on – we will continue
to build a company that will deliver on the promise of quantum computing – today.

 

 

 

QCI arguably has the best and proven quantum technology along with
a broad portfolio of quantum technology in the marketplace. Our goals for 2022-23 are focused on generating and increasing sales of our
quantum technology’s existing capabilities represented in our roadmap. We expect to do the following over the next 12 months:

 

Offer subscription access to Dirac 1 and 2
     
Expand our Technical Solutions offerings to other domains that will benefit from our Dirac-1
     
Commercializing and selling our Quantum LiDAR
     
Deploying our Quantum Cybersecurity Solutions by commercializing our quantum Network and Authentication capabilities
     
Developing our Quantum Chip manufacturing capability
     
Deploying our quantum solutions to US Government clients
     
Expanding the deployment our quantum solutions to State Government clients
     
Expanding our technical team
     
Expanding our Technical Solutions and Sales Team
     
Establishing our Senior Technical Advisory Group
     
Increasing market awareness of QCI

 

These are ambitious goals for sure but well within our reach based
on our current trajectory. Our combined technical team is continually working to provide greater computational capabilities to our clients
as well as completing the development of other quantum solutions in the market place. The challenge we have is keeping up with the pace
of the engineering team’s development – it is a good problem to have.

 

2022-2023 Pipeline

 

In mid-2022 QCI created its Quantum Solutions division, which is focused
on bridging the gap between state of the art quantum computing technologies and real-world business problems. Our Quantum Solutions team
comprises professionals with backgrounds in data science, solutions architecture, and management consulting. We work with forward-thinking
companies to help them define, demonstrate, and implement quantum-based technology solutions to their business-relevant problems today.

 

Logistics optimization is a key technology application where quantum
computing can readily show value.  In July, QCI’s Quantum Solutions team was selected by a State Government Innovation Center
as a partner to evaluate quantum technology applications that support logistics use cases. In this partnership, QCI will use our Entropy
Quantum Computing (EQC) technologies to demonstrate optimization use cases to support advanced air mobility applications, such as air-based
drone delivery networks. QCI is honored to be selected by our State partner for this opportunity.

In addition to logistics applications, the Quantum Solutions team is
developing and demonstrating solutions for various other applications including:

 

· Energy: Improving the design of wind power plants by optimizing configurations of wind turbines to maximize power generation
efficiency while accounting for turbine wake effects
     
· Manufacturing: Supporting the design of autonomous vehicles by optimizing the placement of vehicle sensors to maximize coverage
of surrounding areas while minimizing costs
     
· Artificial Intelligence: Enhancing machine learning processes by optimizing the selection of features for AI/ML models
     
· Financial Services: Helping banks more accurately detect and identify fraudulent activity within their transactions data streams

 

 

 

QUBT-U and Workforce Development

 

It is often stated that children are our future.
We at QCI believe the education of the American workforce is critical to the advancement of high technology across industry and academics.
QCI is dedicated to ensuring that quantum computing is accessible to the academic community at every level, from high schools to graduate
levels. That is why we established QUBT-U (https://www.quantumcomputinginc.com/qubt-u/) which gives academic institutions free access
to our Qatalyst platform to allow students to learn how to use quantum computers in their areas of study. We have partnered with a number
of universities this past year to provide access to quantum computers via Qatalyst and will expand that program with additional universities.
But we are most excited about including high schools in QUBT-U to further attract students to quantum computing. In this next year we
will be working at the state and federal levels to expand our QUBT-U program to further reach students in every part of our community
to give them the opportunities to participate in the future of quantum computing.

 

Explore New Partnerships

 

Last year QCI announced a technology collaboration with Amazon Web
Services (AWS), with Qatalyst now available as a software-as-a-service (SaaS) on AWS Braket Qatalyst accesses quantum computers from D-Wave,
Ion-Q, and Rigetti via AWS Braket. The availability of Qatalyst on AWS Braket positions QCI directly in the middle of a global value chain
for AWS business users. This partnership has helped us as much as we have helped the users of AWS Braket achieve their objectives.

 

QCI is a small company with big technology and big ideas. We know that
we need to advance rapidly into markets with our innovative technologies and we need solid partnerships with established market leaders
to do so successfully. Fortunately we have the leadership on board that has done that before and we are working aggressively to establish
partners in the LiDAR, Cybersecurity, chip manufacturing and medical imaging domains to get our technologies into the market.

 

Establish a Senior Technology Advisory Group

 

Early on we established a group of very talented and accomplished executives to help shape the company’s strategy. We will be
expanding on this idea modeled after a very successful panel on which I served during my time with the US Government, the Intelligence
Science Board. We know that we have an excellent management team, but day to day execution does not leave much time to focus on some of
the higher level challenges the team often faces. To assist our management team, we have begun assembling a highly esteemed group of technology,
business, former government and academic professionals to help QCI deal with the challenges of its growth and expansion into the market.
This august and diverse group will allow us to think out of the box on issues that every rapidly growing faces to ensure that we are asking
the hard questions, continually innovating, and being aware of market changes and conditions that could potentially threaten QCI or offer
opportunities for growth.

 

 

 

Building Shareholder Value

 

We are building shareholder value by focusing on the needs of our customers
and delivering value today. The acquisition of QPhoton and the addition of top industry talent to our team are great examples of that.
We are better positioned and more focused on delivering value – providing solutions to real world problems through the application
of our technology, than we have ever been. As a shareholder of QCI, you should be excited by the opportunities this company has to not
just make a difference in the marketplace, but the world. I recently received a message from one of our original investors in QCI that
only knew of the company through his research in the quantum computing market. He invested in QCI because at the time, his wife was suffering
from multiple sclerosis, because he believed that quantum computing one day might contribute to the discovery of a cure of that and other
horrible diseases. Regrettably, she passed away before quantum computing could contribute to that goal. However, upon learning of the
acquisition of QPhoton and the capabilities the combined companies we now have, he reiterated his commitment to QCI and his belief that
we will one day enable researchers to find a cure for diseases that took his wife and countless others, way too early in their lives.
His story is fundamentally why we are doing what we do – we want to create the best technology to put into the hands of researchers,
students, business people, our government and anyone who is dedicated to making this world better. We believe quantum computing will do
that and we thank you for giving us the opportunity to contribute to that outcome.

 

Respectfully,  
   
/s/ Robert
Liscouski
 
Robert Liscouski  
Chairman, Chairman and CEO  

 

 

 

Important Cautions Regarding Forward-Looking Statements

 

This letter contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could
be deemed forwardlooking, including, but not limited to, statements regarding the future performance of Quantum Computing, Inc. and its
consolidated subsidiaries (the “Company” or “QCI”), including its financial outlook; the other expectations described
under “QCI’s Roadmap to Quantum Future”, “QCI Quantum EcoSystem”, “QUBT-U and Workforce Development”.
QCI’s Path to the Future”, Goals for 2022-23”, 2022-2023 Pipeline”, “Explore New Partnerships”, and
Establish A Senior Technology Advisory Group” above; and the Company’s business strategy, plans, and objectives for future
operations. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “appears,”
“should,” “expects,” “plans,” “anticipates,” “could,” “outlook,”
“intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,”
“predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions
that concern our expectations, strategy, plans, or intentions. Such statements are subject to a number of known and unknown risks, uncertainties,
assumptions, and other factors that may cause the Company’s actual results, performance, or achievements to differ materially from
results expressed or implied in this letter. Investors are cautioned not to place undue reliance on these statements, and reported results
should not be considered as an indication of future performance. Risks that contribute to the uncertain nature of the forward-looking
statements include, among others, the effects of the COVID-19 pandemic on the Company’s business, including as a result of new strains
or variants of the virus, and the global economy generally; litigation, and other proceedings related to the Company’s business
in a variety of areas; the effectiveness of the Company’s strategy and business initiatives; the Company’s lack of liquidity;
and changes in political, business, and economic conditions; as well as other risks listed or described from time to time in the Company’s
filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2021, the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022
and June 30, 2022, and any subsequent filings, which are or will be on file with the SEC and available on the investor relations page
of the Company’s website. All forward looking statements are based on information and estimates available to the Company at the
time of this letter and are not guarantees of future performance. Except as required by law, the Company assumes no obligation to update
any of the statements in this letter.

 

The information that can be accessed through hyperlinks
or website addresses included herein is deemed not to be incorporated in or part of this letter.

 

Qatalyst™ and QikStart™ are trademarks
of Quantum Computing Inc. All other trademarks are the property of their respective owners.

 

 

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