IonQ Inc
For the period ended Dec 31, 2024. Filed Feb 26, 2025.
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FY2024 · Filed Feb 26, 2025
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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 Sheets | F-5 |
| Consolidated Statements of Operations | F-6 |
| Consolidated Statements of Comprehensive Loss | F-7 |
| Consolidated Statements of Changes in Stockholders’ Equity | F-8 |
| Consolidated Statements of Cash Flows | F-9 |
| Notes to Consolidated Financial Statements | F-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. | X | 8-K | 2.1 | March 8, 2021 |
| 3.1 | Amended and Restated Certificate of Incorporation of IonQ, Inc. | X | 8-K | 3.1 | October 4, 2021 |
| 3.2 | Amended and Restated Bylaws of IonQ, Inc. | X | 10-Q | 3.2 | November 9, 2023 |
| 4.1 | Specimen Common Stock Certificate | X | S-4/A | 4.4 | August 11, 2021 |
| 4.2 | Warrant Agreement, dated November 12, 2020, between Continental Stock Transfer & Trust Company and IonQ, Inc. | X | 8-K | 4.1 | November 17, 2020 |
| 4.3 | Description of the Registrant’s Securities | X | 10-K | 4.3 | March 28, 2022 |
| 10.1 | Amended and Restated Registration Rights Agreement, dated September 30, 2021, between and among the investors party thereto and IonQ, Inc. | X | 8-K | 10.1 | October 4, 2021 |
| 10.2+ | Executive Severance Plan and Summary Plan Description (as amended December 3, 2024) | X | 8-K | 10.1 | December 6, 2024 |
| 10.3+ | Form of Indemnification Agreement of IonQ, Inc. | X | 8-K | 10.13 | October 4, 2021 |
| 10.4+ | 2015 Equity Incentive Plan | X | 8-K | 10.14 | October 4, 2021 |
| 10.5+ | Forms of Stock Option Grant Notice and Option Agreement under 2015 Equity Incentive Plan | X | 8-K | 10.15 | October 4, 2021 |
| 10.6+ | 2021 Equity Incentive Plan | X | 8-K | 10.16 | October 4, 2021 |
| 10.7+ | Forms of Option Grant Notice and Option Agreement under 2021 Equity Incentive Plan | X | 10-K | 10.14 | March 30, 2023 |
| 10.8+ | Form of Restricted Stock Unit Grant Notice and Unit Award Agreement under 2021 Equity Incentive Plan | X | 10-Q | 10.1 | August 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) | X | 8-K | 10.2 | December 6, 2024 |
| 10.10+ | 2021 Employee Stock Purchase Plan | X | 8-K | 10.19 | October 4, 2021 |
| 10.11 | Amended and Restated Office Lease, by and between University of Maryland – College Park and IonQ, Inc. | X | 8-K | 10.20 | October 4, 2021 |
| 10.12† | Warrant to Purchase Shares, dated November 27, 2019, issued to Amazon.com NV Investment Holdings LLC by IonQ, Inc. | X | S-4/A | 10.33 | July 16, 2021 |
| 10.13† | License Agreement, dated July 19, 2016, among the University of Maryland, Duke University and IonQ, Inc. | X | S-4/A | 10.20 | June 17, 2021 |
| 10.14† | Amendment No. 1 to Exclusive License Agreement, dated September 22, 2017, between Duke University and the Registrant | X | S-4/A | 10.21 | June 17, 2021 |
| 10.15† | Amendment No. 1 to Exclusive License Agreement, dated October 11, 2017, between the University of Maryland and IonQ, Inc. | X | S-4/A | 10.22 | June 17, 2021 |
| 10.16† | Amendment No. 2 to Exclusive License Agreement, dated October 4, 2018, between Duke University and IonQ, Inc. | X | S-4/A | 10.23 | June 17, 2021 |
| 10.17† | Amendment No. 2 to Exclusive License Agreement, dated October 9, 2018, between the University of Maryland and IonQ, Inc. | X | S-4/A | 10.24 | June 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. | X | S-4/A | 10.25 | June 17, 2021 |
| 10.19† | Amendment No. 3 to Exclusive License Agreement, dated February 1, 2021, between the University of Maryland and IonQ, Inc. | X | 10-Q | 10.2 | May 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. | X | S-4/A | 10.26 | June 17, 2022 |
| 10.21† | Amendment No. 4 to Exclusive License Agreement, dated February 1, 2021, between the University of Maryland and IonQ, Inc. | X | 10-Q | 10.3 | May 16, 2022 |
| 10.22† | Amendment No. 5 to Exclusive License Agreement, dated September 10, 2021, between Duke University and IonQ, Inc | X | 10-K | 10.29 | March 28, 2022 |
| 10.23† | Amendment No. 5 to Exclusive License Agreement, dated September 24, 2021, between the University of Maryland and IonQ, Inc. | X | 10-K | 10.30 | March 28, 2022 |
| 10.24† | Amendment No. 6 to Exclusive License Agreement, dated January 23, 2023, between Duke University and IonQ, Inc. | X | 10-K | 10.30 | March 30, 2023 |
| 10.25† | Amendment No. 7 to Exclusive License Agreement, dated February 2, 2024, between Duke University and IonQ, Inc. | X | 10-K | 10.31 | February 28, 2024 |
| 10.26† | Exclusive Option Agreement, dated July 15, 2016, between Duke University and IonQ, Inc. | X | S-4/A | 10.27 | June 17, 2021 |
| 10.27 | First Amendment to Option Agreement, dated December 18, 2020, between Duke University and IonQ, Inc. | X | S-4/A | 10.28 | June 17, 2021 |
| 10.28 | Second Amendment to Option Agreement, dated March 19, 2021, between Duke University and IonQ, Inc. | X | S-4/A | 10.29 | June 17, 2021 |
| 10.29 | Amended and Restated Non-Employee Director Compensation Policy | X | 10-Q | 10.1 | November 6, 2024 |
| 10.30+ | Amended and Restated Offer Letter Agreement for Peter Chapman, dated September 8, 2021 | X | 10-Q | 10.2 | May 10, 2024 |
| 10.31+ | Amended and Restated Offer Letter Agreement for Thomas Kramer, dated September 8, 2021 | X | 10-Q | 10.3 | May 10, 2024 |
| Exhibit | Description Form | Filed Herewith | Incorporated by Reference | Form | Exhibit | Filing Date |
|---|---|---|---|---|---|---|
| 10.32+ | Employment Offer between the Company and Rima Alameddine, dated October 26, 2022 | X | 10-Q | 10.4 | May 10, 2024 | |
| 10.33+ | Bonus Agreement between the Company and Peter Chapman, dated December 16, 2024 | X | ||||
| 19.1† | IonQ, Inc. Insider Trading Policy | X | ||||
| 21.1 | List of Subsidiaries of the Company | X | ||||
| 23.1 | Consent of Ernst & Young LLP, an Independent Registered Public Accounting Firm. | X | ||||
| 24.1 | Power of Attorney (included on the signature page to this report). | X | ||||
| 31.1 | Certification 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 | ||||
| 31.2 | Certification 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 | ||||
| 32.1 | Certification 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 | ||||
| 97 | Incentive Compensation Recoupment Policy | X | 10-K | 97 | February 28, 2024 | |
| 101.INS | Inline 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.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. | X | ||||
| 104 | Cover 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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