Quantum Computing Inc. 8-K

What Happened Quantum Computing Inc. (QUBT) announced it completed the purchase of all outstanding shares of Luminar Semiconductor, Inc. (the “Target”) from Luminar Technologies, Inc. (the “Seller”) on February 2, 2026. The Stock Purchase Agreement was dated December 15, 2025 and the closing consideration consisted of approximately $97.5 million in cash paid at closing plus $11.0 million that had been placed in escrow at signing.

Key Details

• Acquisition closed: February 2, 2026.
• Purchase agreement: Stock Purchase Agreement dated December 15, 2025 (previously filed as Exhibit 2.1 on QUBT’s Dec 15, 2025 8-K).
• Consideration: ~$97.5 million cash at closing + $11.0 million escrowed to cover limited seller indemnification obligations.
• Escrow term: Escrow funds remain with the escrow agent to cover indemnification obligations until February 2, 2027.
• Disclosure: QUBT furnished a press release about the transaction as Exhibit 99.1 (filed Feb 2, 2026). QUBT will file the financial statements of the acquired business as required.

Why It Matters The filing confirms QUBT has completed a material acquisition that could affect the company’s product, technology base and financials. The $11.0 million escrow provides limited protection for QUBT against certain seller liabilities for one year. Investors should note the company flagged typical integration and execution risks in its forward‑looking statements and that audited financials for the acquired business will be filed later, which may provide more detail on the purchase’s impact on QUBT’s results.