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IonQ Inc

For the period ended Dec 31, 2024. Filed Feb 26, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 26, 2025

IONQ$34.99-1.0%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibit and Consolidated Financial Statements Schedules

The consolidated financial statements schedules and exhibits filed as part of this Annual Report are as follows:

(a)(1) Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 42)F-2
Consolidated Balance SheetsF-5
Consolidated Statements of OperationsF-6
Consolidated Statements of Comprehensive LossF-7
Consolidated Statements of Changes in Stockholders’ EquityF-8
Consolidated Statements of Cash FlowsF-9
Notes to Consolidated Financial StatementsF-10

(a)(2) Consolidated Financial Statements Schedules

All other consolidated financial statements schedules are omitted because they are not required or the required information is included in the consolidated financial statements or notes thereto.

(a)(3) Exhibits

The exhibits required to be filed as part of this Annual Report on Form 10-K are listed in the Exhibit List attached hereto and are incorporated herein by reference.

Exhibit · Description Form · Filed Herewith · Incorporated by Reference · Form · Exhibit · Filing Date
2.1^Agreement and Plan of Merger, dated as of March 7, 2021, by and among dMY Technology Group, Inc. III, IonQ, Inc. and IonQ Trap Acquisition Inc.X8-K2.1March 8, 2021
3.1Amended and Restated Certificate of Incorporation of IonQ, Inc.X8-K3.1October 4, 2021
3.2Amended and Restated Bylaws of IonQ, Inc.X10-Q3.2November 9, 2023
4.1Specimen Common Stock CertificateXS-4/A4.4August 11, 2021
4.2Warrant Agreement, dated November 12, 2020, between Continental Stock Transfer & Trust Company and IonQ, Inc.X8-K4.1November 17, 2020
4.3Description of the Registrant’s SecuritiesX10-K4.3March 28, 2022
10.1Amended and Restated Registration Rights Agreement, dated September 30, 2021, between and among the investors party thereto and IonQ, Inc.X8-K10.1October 4, 2021
10.2+Executive Severance Plan and Summary Plan Description (as amended December 3, 2024)X8-K10.1December 6, 2024
10.3+Form of Indemnification Agreement of IonQ, Inc.X8-K10.13October 4, 2021
10.4+2015 Equity Incentive PlanX8-K10.14October 4, 2021
10.5+Forms of Stock Option Grant Notice and Option Agreement under 2015 Equity Incentive PlanX8-K10.15October 4, 2021
10.6+2021 Equity Incentive PlanX8-K10.16October 4, 2021
10.7+Forms of Option Grant Notice and Option Agreement under 2021 Equity Incentive PlanX10-K10.14March 30, 2023
10.8+Form of Restricted Stock Unit Grant Notice and Unit Award Agreement under 2021 Equity Incentive PlanX10-Q10.1August 15, 2022
Exhibit · Description Form · Filed Herewith · Incorporated by Reference · Form · Exhibit · Filing Date
10.9+†Form of Performance-Based Award Grant Package (as amended December 3, 2024)X8-K10.2December 6, 2024
10.10+2021 Employee Stock Purchase PlanX8-K10.19October 4, 2021
10.11Amended and Restated Office Lease, by and between University of Maryland – College Park and IonQ, Inc.X8-K10.20October 4, 2021
10.12†Warrant to Purchase Shares, dated November 27, 2019, issued to Amazon.com NV Investment Holdings LLC by IonQ, Inc.XS-4/A10.33July 16, 2021
10.13†License Agreement, dated July 19, 2016, among the University of Maryland, Duke University and IonQ, Inc.XS-4/A10.20June 17, 2021
10.14†Amendment No. 1 to Exclusive License Agreement, dated September 22, 2017, between Duke University and the RegistrantXS-4/A10.21June 17, 2021
10.15†Amendment No. 1 to Exclusive License Agreement, dated October 11, 2017, between the University of Maryland and IonQ, Inc.XS-4/A10.22June 17, 2021
10.16†Amendment No. 2 to Exclusive License Agreement, dated October 4, 2018, between Duke University and IonQ, Inc.XS-4/A10.23June 17, 2021
10.17†Amendment No. 2 to Exclusive License Agreement, dated October 9, 2018, between the University of Maryland and IonQ, Inc.XS-4/A10.24June 17, 2021
10.18†Amendment No. 3 to Exclusive License Agreement, dated April 27, 2021, between Duke University, the University of Maryland and IonQ, Inc.XS-4/A10.25June 17, 2021
10.19†Amendment No. 3 to Exclusive License Agreement, dated February 1, 2021, between the University of Maryland and IonQ, Inc.X10-Q10.2May 16, 2022
10.20†Amendment No. 4 to Exclusive License Agreement, dated April 27, 2021, between Duke University, the University of Maryland and IonQ, Inc.XS-4/A10.26June 17, 2022
10.21†Amendment No. 4 to Exclusive License Agreement, dated February 1, 2021, between the University of Maryland and IonQ, Inc.X10-Q10.3May 16, 2022
10.22†Amendment No. 5 to Exclusive License Agreement, dated September 10, 2021, between Duke University and IonQ, IncX10-K10.29March 28, 2022
10.23†Amendment No. 5 to Exclusive License Agreement, dated September 24, 2021, between the University of Maryland and IonQ, Inc.X10-K10.30March 28, 2022
10.24†Amendment No. 6 to Exclusive License Agreement, dated January 23, 2023, between Duke University and IonQ, Inc.X10-K10.30March 30, 2023
10.25†Amendment No. 7 to Exclusive License Agreement, dated February 2, 2024, between Duke University and IonQ, Inc.X10-K10.31February 28, 2024
10.26†Exclusive Option Agreement, dated July 15, 2016, between Duke University and IonQ, Inc.XS-4/A10.27June 17, 2021
10.27First Amendment to Option Agreement, dated December 18, 2020, between Duke University and IonQ, Inc.XS-4/A10.28June 17, 2021
10.28Second Amendment to Option Agreement, dated March 19, 2021, between Duke University and IonQ, Inc.XS-4/A10.29June 17, 2021
10.29Amended and Restated Non-Employee Director Compensation PolicyX10-Q10.1November 6, 2024
10.30+Amended and Restated Offer Letter Agreement for Peter Chapman, dated September 8, 2021X10-Q10.2May 10, 2024
10.31+Amended and Restated Offer Letter Agreement for Thomas Kramer, dated September 8, 2021X10-Q10.3May 10, 2024
ExhibitDescription FormFiled HerewithIncorporated by ReferenceFormExhibitFiling Date
10.32+Employment Offer between the Company and Rima Alameddine, dated October 26, 2022X10-Q10.4May 10, 2024
10.33+Bonus Agreement between the Company and Peter Chapman, dated December 16, 2024X
19.1†IonQ, Inc. Insider Trading PolicyX
21.1List of Subsidiaries of the CompanyX
23.1Consent of Ernst & Young LLP, an Independent Registered Public Accounting Firm.X
24.1Power of Attorney (included on the signature page to this report).X
31.1Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
32.1Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
97Incentive Compensation Recoupment PolicyX10-K97February 28, 2024
101.INSInline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.X
101.SCHInline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.X
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101).X
  • Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act (whether made before or after the date of the Form10-K), irrespective of any general incorporation language contained in such filing.
  • Indicates a management contract or compensatory plan.

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

^ Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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