Item 1.01 Entry into a Material Definitive Agreement.

On May 6, 2020, Quantum Computing Inc. (the "Company") executed an unsecuredpromissory note (the "Note") with BB&T/Truist Bank N.A. to evidence a loan tothe Company in the amount of $218,371 (the "Loan") under the Paycheck ProtectionProgram (the "PPP") established under the Coronavirus Aid, Relief, and EconomicSecurity Act (the "CARES Act"), administered by the U.S. Small BusinessAdministration (the "SBA").

In accordance with the requirements of the CARES Act, the Company expects to usethe proceeds from the Loan exclusively for qualified expenses under the PPP,including payroll costs, mortgage interest, rent and utility costs. Interestwill accrue on the outstanding balance of the Note at a rate of 1.00% per annum.The Company expects to apply for forgiveness of up to the entire amount of theNote. Notwithstanding the Company's eligibility to apply for forgiveness, noassurance can be given that the Company will obtain forgiveness of all or anyportion of the amounts due under the Note. The amount of forgiveness under theNote is calculated in accordance with the requirements of the PPP, including theprovisions of Section 1106 of the CARES Act, subject to limitations and ongoingrule-making by the SBA and the maintenance of employee and compensation levels.

Subject to any forgiveness granted under the PPP, the Note is scheduled tomature two years from the date of first disbursement under the Note. The Notemay be prepaid at any time prior to maturity with no prepayment penalties. TheNote provides for customary events of default, including, among others, thoserelating to failure to make payments, bankruptcy, and significant changes inownership. The occurrence of an event of default may result in the requiredimmediate repayment of all amounts outstanding and/or filing suit and obtainingjudgment against the Company. The Company's obligations under the Note are notsecured by any collateral or personal guarantees.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an

The discussion of the Loan set forth in Item 1.01 of this Current Report on Form8-K is incorporated in this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

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QUANTUM COMPUTING INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance...