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Stock-Based Compensation

9 Months Ended

Sep. 30, 2025

Stock-Based Compensation [Abstract]

Stock-based Compensation

Note 11. Stock-based Compensation

Incentive Plans

The Quantum Computing Inc. 2019 Equity and Incentive Plan, as amended in 2021 enabled the Company to grant incentive stock options or nonqualified stock options and other equity awards to employees, directors and consultants of the Company up to a total of 3.0 million shares of common stock, all of which have been issued.

On July 5, 2022, the Board of Directors adopted the Quantum Computing Inc. 2022 Equity and Incentive Plan (the “2022 Plan”), which was approved by a majority of the shareholders in September 2022. The 2022 Plan initially provided for the issuance of up to 16 million shares of the Company’s common stock and includes provisions for annual automatic evergreen increases of 1,000,000 shares of common stock. As of September 30, 2025, the total number of shares of our common stock reserved for issuance under the 2022 Plan is 19.0 million and of that amount a total of 17.0 million shares, including 6.9 million shares underlying options, were issued and outstanding under the 2022 Plan.

Options

The following table summarizes the Company’s option activity for the nine months ended September 30, 2025 (in thousands, except exercise price and contractual life data):

		Number Outstanding				Weighted Average Exercise Price per Share				Weighted Average Remaining Contractual Life (Years)

Balance as of December 31, 2024			12,983			$	2.34				2.9
Granted			1,455				10.76				4.5
Exercised*			(7,168	)			2.30				-
Forfeited			(342	)			8.10				-
Balance as of September 30, 2025			6,928			$	3.86				2.8
Vested and exercisable as of September 30, 2025			3,512			$	3.92				2.4

*	The difference of 1,815 compared to the condensed consolidated statement of stockholders equity amount of 5,353 is a result of the Company’s policy to allow net exercise of options.

The following table presents the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted during the three and nine months ended September 30, 2025 and 2024:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2025				2024				2025				2024
Exercise price		$	15.24 – 20.21			$	1.00 – 1.12			$	1.00 – 20.21			$	1.00 – 1.12
Risk-free interest rate			3.6 – 4.1	%			5.2 – 5.2	%			3.6 – 4.2	%			5.2 – 5.2	%
Expected volatility			133.0 – 136.5	%			93.2 – 104.6	%			130.0 – 138.0	%			93.2 – 104.6	%
Expected dividend yield			0	%			0	%			0	%			0	%
Expected life of options (in years)			5.0				5.0				5.0				5.0

The following table summarizes the exercise price range as of September 30, 2025 (in thousands, except exercise price data):

Exercise Price		Outstanding Options				Exercisable Options
$0.00 - $1.00			75				45
$1.00 - $2.00			3,726				1,124
$2.00 - $3.00			1,295				1,287
$3.00 - $6.00			158				38
$6.00 - $8.00			967				742
$8.00 - $12.00			227				177
$12.00 - $15.00			30				-
$15.00 - $20.00			435				100
$20.00 - $21.00			15				-
			6,928				3,513

The weighted average grant-date fair value of stock options granted during the nine months ended September 30, 2025 and 2024 was $10.76 and $1.00 per share, respectively. As of September 30, 2025, total unrecognized compensation cost related to common stock options was $8.4 million, which is expected to be recognized over a period of 2.9 years.

Restricted Stock

As of September 30, 2025, there were 1.1 million shares of the Company’s common stock issued and unvested that had been awarded as stock-based compensation under the 2022 Plan. The following table summarizes the Company’s activity for restricted stock tied to vesting schedules for the nine months ended September 30, 2025 (in thousands):

		Number Outstanding				Weighted Average Fair Value

Unvested as of December 31, 2024			1,264			$	1.20
Granted			-				-
Vested			(130	)			0.67
Forfeited			(8	)			0.67
Unvested as of September 30, 2025			1,126			$	0.75

Stock-based Compensation

The Company recognized stock-based compensation expense related to common stock options and restricted shares of common stock in the following expense categories of its condensed consolidated statements of operations (in thousands):

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2025				2024				2025				2024
Research and development		$	526			$	562			$	1,490			$	1,761
Selling and marketing			62				12				153				123
General and administrative			2,484				189				4,593				796
Total stock-based compensation		$	3,072			$	763			$	6,236			$	2,680

For the nine months ended September 30, 2025, stock-based compensation on the condensed consolidated statements of stockholders’ equity was $1.5 million higher than expense recorded in the consolidated statement of operations, due to timing differences between award dates and the realization of stock-based compensation expense. There was no difference between stock-based compensation expense recorded for the three months ended September 30, 2025. For the three and nine months ended September 30, 2024, stock-based compensation on the condensed consolidated statements of stockholders’ equity was $176 thousand and $207 thousand lower, respectively, recorded due to timing differences between award dates and the realization of stock-based compensation expense.

The Company did not issue any shares of common stock as compensation during the nine months ended September 30, 2025. During the nine months ended September 30, 2025 and September 30, 2024, the Company issued 25 thousand shares of common stock to former executives per their separation agreements, and during the nine months ended September 30, 2024 the Company issued 218 thousand shares of common stock to former executives per their respective employment and separation agreements (the “Separation Agreement Shares”). In conjunction with the Separation Agreement Shares, the Company recognized $472 thousand and $197 thousand of stock-based compensation expense during the nine months ended September 30, 2025 and 2024, respectively, and does not expect future expense related to these offerings as the Separation Agreement Shares are fully vested.

Stock-based Compensation for Services

The Company recognized stock-based compensation expense for services in lieu of cash payments to certain consultants, including expenses for both shares issued and stock option awards granted, in the following expense categories of its consolidated statements of operations (in thousands):

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2025				2024				2025				2024
Research and development		$	-			$	-			$	6			$	-
Selling and marketing			-				-				10				-
General and administrative			-				2				2				21
Total stock-based compensation		$	-			$	2			$	18			$	21

For the nine months ended September 30, 2024, stock-based compensation for services on the condensed consolidated statements of stockholders’ equity was $113 thousand higher, respectively, as compared to the expense recorded due to timing differences between award dates and the realization of stock-based compensation expense. No such timing differences existed for the three and nine months ended September 30, 2025 or for the three months ended September 30, 2024.

The Company did not issue any shares of the Company’s common stock as compensation for services during the nine months ended September 30, 2025. For the nine months ended September 30, 2024, the Company issued 142 thousand shares of common stock for services.