Quantum Computing Inc. (QUBT)

Results of Operations

Our results of operations for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands, except percentages, with non-meaningful percentage changes labeled as “NM”):

Revenue for the three months ended June 30, 2026 was $5.6 million compared to $61 thousand for the comparable prior year period, an increase of $5.5 million. Revenue for the six months ended June 30, 2026 was $9.2 million compared to $100 thousand for the comparable prior year period, an increase of $9.1 million. Acquisitions, including our LSI, NuCrypt and NHanced acquisitions, contributed $5.1 million and $8.6 million in total revenue during the three and six months ended June 30, 2026. Revenue for the six months ended June 30, 2026 without the acquisitions increased $0.6 million over the prior year.

Cost of Revenue

Cost of revenue was $6.7 million for the three months ended June 30, 2026, compared to $35 thousand for the comparable prior year period, an increase of $6.7 million. Cost of revenue was $11.1 million for the six months ended June 30, 2026, compared to $61 thousand for the comparable prior year period, an increase of $11.1 million. The increase was primarily due to the LSI, NuCrypt and NHanced acquisitions which added $6.5 million and $10.7 million in costs for the three and six months ended June 30, 2026. Cost of revenue without the acquisitions increased $0.4 million over the prior year.

Gross Profit (loss)

Gross profit (loss) for the three months ended June 30, 2026 was a loss of $1.2 million compared to $26 thousand for the comparable prior year period. Gross profit (loss) for the six months ended June 30, 2026 was a loss of $1.9 million compared to $39 thousand for the comparable prior year period. The decrease in gross profit (loss) was primarily due to the under-absorption of fixed costs due to lower production volumes at QCI, LSI and NHanced. We anticipate product gross profit (loss) will improve as production volumes recover. However, there can be no assurance that production volumes will increase as expected or that gross margins will approve.

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Operating Expenses

Operating expenses for the three and six months ended June 30, 2026 increased by $11.7 million and $23.2 million compared to the three months and six months ended June 30, 2025. Acquisitions, including our LSI, NuCrypt and NHanced acquisitions, added $2.4 million and $4.3 million in total operating expenses for the three and six months ended June 30, 2026, respectively. The increase is further discussed below.

Research and development expenses consist primarily of labor expenses for employees that primarily engage in research and development efforts and non-labor expenses for the development of hardware products and supporting software. We focus our research and development activities on the continued development of existing products and the development of new offerings for emerging market opportunities. Research and development costs were $8.4 million and $15.4 million for the three and six months ended June 30, 2026 as compared to $6.0 million and $9.0 million for the three and six months ended June 30, 2025. Research and development expenses increased $2.5 million and $6.4 million for the three and six months ended June 30, 2026, respectively, as compared to the comparable prior year period. Acquisitions, including our LSI, NuCrypt and NHanced acquisitions, contributed $1.1 million and $1.8 million of the increase for the three and six months ended June 30, 2026, respectively. The remaining increase is primarily due to higher headcount and related payroll costs, higher recurring lab equipment and consumables costs, and higher depreciation for long-lived laboratory equipment, partially offset by lower stock-based compensation expense. The Company has hired additional scientists, engineers and technicians in order to accelerate the development of key technologies and products.

Sales and marketing expenses consist primarily of employee compensation as well as customer lead generation activities, tradeshow participation, advertising and other marketing and selling costs. Sales and marketing expenses were $1.9 million and $3.5 million for the three and six months ended June 30, 2026 as compared to $0.7 million and $1.4 million for the three and six months ended June 30, 2025. Sales and marketing expenses increased 184% and 161% for the three and six months ended June 30, 2026, respectively as compared to the prior comparable period. Acquisitions added $0.5 million and $0.8 million of selling and marketing expenses for the three and six months ended June 30, 2026. The remaining increase is primarily due to increases in the sales staff, higher tradeshow and travel-related costs and increased marketing program costs.

General and administrative expenses consist primarily of compensation expenses for employees performing administrative functions and professional fees incurred for legal, auditing and other consulting services. General and administrative expenses were $11.5 million and $22.8 million for the three and six months ended June 30, 2026 as compared to $3.5 million and $8.2 million for the three and six months ended June 30, 2025. General and administrative expenses increased 224% and 178% for the three and six months ended June 30, 2026, compared to the comparable prior year period. Acquisitions added $0.9 million and $1.8 million for the three and six months ended June 30, 2026, respectively. The remaining increase is primarily due to acquisition-related transaction expenses ($7.3 million) and ongoing litigation ($0.1 million).

Non-operating Income (Expense)

Non-operating income (expense) includes interest and other income, interest expense and change in fair value of derivative liability.

Interest and other income was $13.0 million and $26.4 million for the three and six months ended June 30, 2026 and $1.8 million and $3.5 million for the three and six months ended June 30, 2025. Interest and other income increased $11.1 million and $22.9 million for the three and six months ended June 30, 2026, compared to the comparable prior year period. The increase in interest income was primarily due to the Company maintaining higher cash balances in mutual funds, deposit and money market accounts, U.S. Treasuries, U.S. agency securities, corporate debt securities, asset-backed securities and certificates of deposits in 2026 compared with the prior year periods.

Interest expense, net consists primarily of interest on financial liabilities, including payroll-related taxes.

The Company recognized a loss of $1.7 million during the three months ended June 30, 2026 and a gain of $1.5 million during the six months ended June 30, 2026 as a result of the change in fair value of the QPhoton Warrant liability. The change in value of the warrant liability is comprised of mark-to-market adjustments for the QPhoton Warrants. Future mark-to-market adjustments may result in losses if the Company’s stock price increases above the Company’s closing bid price of $9.70 per share on June 30, 2026.

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Liquidity and Capital Resources.

We have incurred net losses and experienced negative cash flows from operations since inception. During the six months ended June 30, 2026, the Company raised $4.3 million through the issuance of stock. The Company has no lines of credit or short-term debt obligations outstanding. We expect to incur additional losses and higher operating expenses for the foreseeable future as we continue to invest in research and development and go-to-market programs. As of June 30, 2026, the Company had cash and cash equivalents of $189.2 million and investments of $1.1 billion.

We believe that our existing cash, cash equivalents and investments will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months, although we may choose to take advantage of opportunistic capital raising or financing transactions at any time.

Our primary uses of cash are to fund and invest in our operations as we continue to grow our business. We will require a significant amount of cash for continued investment in our TFLN chip contract manufacturing business run out of the AZ Chips Facility, or our Foundry Services offering, including but not limited to future-identified space for expansion of our AZ Chips Facility, as well as ongoing research and development for our non-linear quantum optical products and photonics chips. Until such time as we can generate significant revenue from sales or subscriptions of our hardware offerings, we expect to finance our operating and investing needs through our cash and cash equivalents and, equity and/or debt financings or other capital sources, including but not limited to U.S. government grant and loan programs. We may, however, be unable to raise sufficient funds or enter into such other arrangements, when needed, on favorable terms, or at all. In particular, uncertain and unfavorable conditions in the United States and global macroeconomic environment, including inflationary pressures, interest rates, bank failures, and financial and credit market fluctuations, could reduce our ability to access capital on favorable terms, or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be, or could be, diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, or substantially reduce our product development and go-to-market efforts. There can be no assurances that the Company will be able to secure additional equity and/or debt investments or achieve an adequate sales level. We believe, however,

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our
financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes
included in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors including,
but not limited to, those discussed under Item 1A, “Risk Factors.” The following analysis generally discusses 2025 and 2024
items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023
that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 20, 2025.

Overview

QCi is a development stage company with limited
operations and revenue. The Company is developing quantum and ancillary non-quantum products for high-performance computing applications
based on proprietary photonics technology. QCi’s products are designed to operate at room temperature and low power at an affordable
cost in the areas of high-performance computing, sensing, and quantum cybersecurity. The Company has generated some revenue based on sales
of products and related services to date and is expanding its sales and marketing efforts. The Company’s development team includes
optical engineers, technicians, mathematicians, physicists, and software developers.

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Recent Developments

On December 15, 2025, we entered into a Stock Purchase Agreement (the
“Stock Purchase Agreement”) with Luminar Technologies, Inc., a Delaware corporation (the “Seller”) and Luminar,
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 Luminar from the Seller (the “Luminar Acquisition”) for a total purchase
price of $110 million in cash (the “Purchase Price”). The Luminar Acquisition was completed on February 2, 2026. $11.0 million
of the Purchase Price was 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 Seller, together with certain of its subsidiaries,
is a debtor in a voluntary Chapter 11 case before the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy
Court”), which commenced on December 15, 2025. Luminar is not a debtor in such Chapter 11 case and is operating in the ordinary
course of business. Upon Bankruptcy Court approval, the Company was designated as the “stalking horse” bidder in connection
with a sale of Luminar under Section 363 of the Bankruptcy Code. The Luminar Acquisition was conducted through a Bankruptcy Court-supervised
process pursuant to Bankruptcy Court-approved bidding procedures and was subject to the receipt of higher or better offers from competing
bidders at an auction, approval of the sale by the Bankruptcy Court, and the satisfaction of certain conditions.

Key Factors Affecting Our Performance

Macroeconomic conditions, including inflation,
interest rates and currency fluctuations, have directly and indirectly impacted, and could in the future materially impact, the Company’s
results of operations and financial condition. Our business may be affected by disruptions or delays to the federal government budget.
We are subject to a lengthy product commercialization timeline and a lengthy sales cycle. Beginning in the second quarter of 2025, new
U.S. tariffs were announced, including additional tariffs on imports from China, India, Japan, South Korea, Taiwan, Vietnam and the EU,
among others. In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other
retaliatory measures. Various modifications to the U.S. tariffs have been announced and further changes could be made in the future, which
may include additional sector-based tariffs or other measures. Tariffs and other measures that are applied to the Company’s products
or their components can have a material adverse impact on the Company’s business, results of operations and financial condition,
including impacting the Company’s supply chain, components, pricing and gross margin. The ultimate impact remains uncertain and
will depend on several factors, including whether additional or incremental U.S. tariffs or other measures are announced or imposed, to
what extent other countries implement tariffs or other retaliatory measures in response, and the overall magnitude and duration of these
measures. Trade and other international disputes can have an adverse impact on the overall macroeconomic environment and result in shifts
and reductions in consumer spending and negative consumer sentiment for the Company’s products and services, all of which can further
adversely affect the Company’s business and results of operations.

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Results of Operations

Our results of operations for the years ended
December 31, 2025 and 2024 is as follows (in thousands, except percentages):

Revenues

The Company’s revenues during the years ended December 31, 2025
and 2024 consisted of (in thousands):

Revenues for the year ended December 31, 2025
were $682 thousand compared to $373 thousand for the year ended December 31, 2024, an increase of $309 thousand, or 83%. Revenue was derived
from sales of hardware products and professional services in 2025 and 2024, in each case provided to multiple commercial and government
customers under multi-month contracts. Product revenue increased substantially compared to 2024 due to successful sales of vibrometer
and quantum networking devices which were delivered during 2025. During 2025 we were able to sell more off the shelf products as opposed
to 2024 where we mostly provided services to create bespoke solutions for our customers. The year-over-year change was driven by changes
in the number of, size of and level of effort performed on active customer proof of concept and research and development services and
customer hardware contracts. In 2025, the Company continued to execute its business strategy to provide quantum-ready solutions for solving
real-world problems. While we have made significant progress toward this overarching objective, the generation of revenue from customers
has been slow to develop, in part due to the fact that quantum computing is a cutting-edge technology for most potential customers, who
are therefore proceeding cautiously with small, exploratory contracts to better understand its applicability to their requirements. Accordingly,
the Company has focused on providing professional services and research and development offerings to introduce customers to quantum-based
solutions to their operating needs as well as on customer education and building customer awareness as a means to generating sales. We
have developed and released multiple products, including commercial and research and development offerings and foundry services for TFLN
Optical Chips manufacturing that we are now in the process of marketing. As a result, we expect product revenues to continue to increase
going forward. The Company also started to recognize revenue for cloud-based access to the Dirac-3 quantum optimization system during
2025.

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Cost of Revenues

Cost of revenue,
which consists of direct labor expenses, primarily salary costs for engineering and solutions staff delivering services, and other direct
component costs for custom hardware on research and development contracts, was $615 thousand for the year ended December 31, 2025, compared
to $261 thousand for the prior year, an increase of $354 thousand, or 136%. Cost of revenues for each of the years ended December 31,
2025 and 2024 consists primarily of salary expense. The increase for 2025 was primarily due to the increases in direct labor expenses
on R&D services contracts and custom hardware contracts, an increase in production overhead, and increased other direct costs (primarily
parts and materials) required to perform on the contracts during the 2025 compared to the prior year.

Gross Margin

Gross margin for the year ended December 31, 2025
was $67 thousand compared to $112 thousand for the prior year, a decrease of $45 thousand, or 40%. On a percentage basis, gross margin
was 10%, a decrease of 20% year-over-year. The decrease in gross margin was largely due to higher than anticipated direct labor expenses
required to complete the assembly and test of the first unit of a new hardware product. Cost information from the production of the first
unit will be used in adjusting pricing of subsequent product sales. Our lack of a scaled and distributed base of revenue generation by
product and sales channel can result in significant differences in gross margin between reporting periods. We anticipate product gross
margins will improve as we build additional units of each product.

Operating Expenses

Operating expenses of approximately $51.1 million
during the year ended December 31, 2025 increased as compared to approximately $26.0 million in 2024 primarily as a result of higher research
and development expenses, sales and marketing expenses and general and administrative expenses, as set forth in the below tables (in thousands,
except percentages).

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Research and development expenses consist primarily
of labor expenses for employees that primarily engage in research and development efforts and non-labor expenses for the development of
hardware products and supporting software. We focus the bulk of our research and development activities on the continued development of
existing products and the development of new offerings for emerging market opportunities.

Research and development expenses during the year ended Dec

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