Completion of Acquisition or Disposition of Assets · Regulation FD Disclosure
Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed on a Current Report on Form 8-K filed by Quantum Computing Inc. (the “Company”) on December 15, 2025, the Company entered into a Stock Purchase Agreement, dated as of December 15, 2025 (the “Stock Purchase Agreement”) with Luminar Technologies, Inc., a Delaware corporation (the “Seller”) and Luminar Semiconductor…
Filed Feb 3, 2026Accepted Feb 3, 2026, 4:11 PM ESTCIK 1758009Accession 0001213900-26-011452
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.
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Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01
Completion of Acquisition or Disposition of Assets.
As previously disclosed on
a Current Report on Form 8-K filed by Quantum Computing Inc. (the “Company”) on December 15, 2025, the Company entered into
a Stock Purchase Agreement, dated as of December 15, 2025 (the “Stock Purchase Agreement”) with Luminar Technologies, Inc.,
a Delaware corporation (the “Seller”) and Luminar Semiconductor, Inc., a Delaware corporation (the “Target”),
pursuant to which, subject to the terms and conditions set forth in the Stock Purchase Agreement, the Company agreed to acquire all of
the issued and outstanding shares of common stock of the Target from the Seller (the “Transaction”). The Transaction was completed
on February 2, 2026.
The consideration paid by
the Company at closing consisted of approximately $97.5 million in cash, along with the $11.0 million of funds that were placed with an
escrow agent in connection with the signing of the Stock Purchase Agreement. The escrowed amount will remain with the escrow agent to
cover certain limited indemnification obligations of the Seller pursuant to the Stock Purchase Agreement until February 2, 2027.
The foregoing description
of the Transaction and the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
Stock Purchase Agreement, which the Company filed with the SEC as Exhibit 2.1 in its Current Report on Form 8-K on December 15, 2025,
and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
The statements contained in this Current Report
on Form 8-K include forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking statements and forecasts, generally identified by terms such
as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “intends,”
“goal,” “objective,” “seek,” “attempt,” “aim to,” or variations of these or similar
words, involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Those
statements include statements regarding the intent, belief, or current expectations of the Company and members of its management as well
as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, including the occurrence of any event, change or other circumstances
under which the anticipated benefits of the Transaction are not realized when expected or at all, including as a result of the impact
of, or problems arising from, the integration of the Target, diversion of management’s attention from ongoing business operations
and opportunities, operating costs and business disruption following the Transaction, exposure to potential litigation, the integration
of the Target’s products and technologies with the Company, and the acceleration of the Company’s development roadmap, and
that actual results may differ materially from those contemplated by such forward-looking statements. Except as required by federal securities
law, the Company undertakes no obligation to update or revise forward-looking statements to reflect changed conditions.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01
Regulation FD Disclosure.
On February 2, 2026, the Company
issued a press release announcing the Transaction, a copy of which is furnished herewith as Exhibit 99.1.
The information provided under
this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed”
with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934,
as amended, or the Securities Act of 1933, as amended.
Exhibit 99.1
FOR IMMEDIATE RELEASE
Quantum Computing Inc. Completes Acquisition
of Luminar Semiconductor, Inc.
Transaction
strengthens QCi’s technology roadmap and advances QCi toward becoming a vertically integrated, domestic provider of photonics and
quantum platforms
HOBOKEN,
NJ - FEBRUARY 2, 2026 - Quantum
Computing Inc. (“QCi” or the “Company”) (Nasdaq:
QUBT), an innovative, quantum optics and integrated photonics technology company, today announced the completion of acquiring Luminar
Semiconductor, Inc. (“LSI”), a wholly owned subsidiary of Luminar Technologies, Inc. (“Luminar”) (Nasdaq: LAZR),
in an all-cash transaction valued at $110 million (the “Transaction”).
The acquisition represents a significant milestone in QCi’s strategy
to build a vertically integrated, product-driven photonics and quantum technology platform. The acquisition supports the Company’s
long-term strategic roadmap and is expected to add annual revenue to QCi’s financial profile.
“This acquisition allows us to move forward with a combination
that is highly strategic for QCi,” said Yuping Huang, CEO and Chairman of the Board of QCi. “LSI is important to our technology
roadmap, and the deep te…