Corporate Action, Amendments to Bylaws (Form 8-K)

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 24, 2026, at the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Quantum Computing Inc. (the "Company"), the Company's stockholders approved an amendment (the "Plan Amendment") to the Company's 2022 Equity and Incentive Plan (as amended, the "Plan"). The Plan Amendment (i) increases the number of shares of common stock authorized for issuance under the Plan from 20,000,000 shares to 30,000,000 shares; (ii) amends the annual automatic increase (evergreen) provision to provide for an annual increase equal to 2% of the total shares of common stock outstanding on the last day of the immediately preceding calendar year, rather than a fixed 1,000,000-share annual increase, through January 1, 2032, subject to the Board of Directors' authority to provide for a lesser increase or no increase for any year; and (iii) removes the Non-Employee Director Limit.

The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 29, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware, which became effective upon filing. The Certificate of Amendment amends Section 4.1 of Article IV of the Company's Certificate of Incorporation to increase the total number of authorized shares of capital stock from 260,000,000 to 460,000,000, consisting of (a) 450,000,000 shares of Common Stock, par value $0.0001 per share (increased from 250,000,000), and (b) 10,000,000 shares of Preferred Stock, par value $0.0001 per share (unchanged).

The Certificate of Amendment was approved by stockholders at the Annual Meeting as described in Item 5.07 below.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.