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Share Name | Share Symbol | Market | Type |
---|---|---|---|
dMY Technology Group Inc III | NYSE:DMYI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.40 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
84-2992192
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
Common stock, par value $0.0001 per share
|
IONQ
|
The New York Stock Exchange
|
||
Warrants, each exercisable for one share of common stock for $11.50 per share
|
IONQ WS
|
The New York Stock Exchange
|
☐ | Large accelerated filer | ☐ | Accelerated filer | |||
☒ |
Non-accelerated
filer
|
☒ | Smaller reporting company | |||
☒ | Emerging growth company |
|
3
|
|
||||
Item 1.
|
Financial Statements | 3 | ||||
3 | ||||||
4 | ||||||
5 | ||||||
7 | ||||||
8 | ||||||
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 | ||||
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk | 37 | ||||
Item 4.
|
Controls and Procedures | 37 | ||||
|
39
|
|
||||
Item 1.
|
Legal Proceedings | 39 | ||||
Item 1A.
|
Risk Factors | 39 | ||||
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds | 70 | ||||
Item 6.
|
Exhibits | 71 | ||||
September 30,
|
December 31,
|
|||||||
2021
|
2020
|
|||||||
Assets:
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 587,294 | $ | 36,120 | ||||
Accounts receivable
($4,000
|
4,082 | 390 | ||||||
Prepaid expenses and other current assets ($520 and $1,013 attributable to related parties)
|
6,478 | 2,069 | ||||||
|
|
|
|
|||||
Total current assets
|
597,854 | 38,579 | ||||||
Property and equipment, net
|
16,729 | 11,988 | ||||||
Operating lease
right-of-use
|
4,098 | 4,296 | ||||||
Intangible assets, net
|
5,521 | 2,687 | ||||||
Other noncurrent assets ($1,975 and $2,365 attributable to related parties)
|
2,357 | 2,928 | ||||||
|
|
|
|
|||||
Total Assets
|
$ | 626,559 | $ | 60,478 | ||||
|
|
|
|
|||||
Liabilities, Convertible Redeemable Preferred Stock and Warrants, and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable ($15 and $5 attributable to related parties)
|
$ | 1,967 | $ | 538 | ||||
Accrued expenses
|
3,483 | 608 | ||||||
Current portion of operating lease liabilities ($564 and $495 attributable to related parties)
|
564 | 495 | ||||||
Unearned revenue ($3,836
|
3,909 | 240 | ||||||
Current portion of stock option early exercise liabilities
|
1,153 | — | ||||||
|
|
|
|
|||||
Total current liabilities
|
11,076 | 1,881 | ||||||
Operating lease liabilities, net of current portion ($3,681 and $3,776 attributable to related parties)
|
3,681 | 3,776 | ||||||
Unearned revenue, net of current portion
|
1,533 | 1,118 | ||||||
Stock option early exercise liabilities, net of current portion
|
2,252 | — | ||||||
Warrant liabilities
|
50,350 | — | ||||||
|
|
|
|
|||||
Total liabilities
|
$ | 68,892 | $ | 6,775 | ||||
Commitments and Contingencies
|
||||||||
Convertible Redeemable Preferred Stock and Warrants:
|
||||||||
Series A convertible redeemable preferred stock
,
$0.0001 par value per share; 2,000,000 shares authorized; after
giving effect to the
recapitalization there is no convertible redeemable preferred stock issued or outstanding at September 30, 2021 and December 31, 2020
|
— | — | ||||||
Series B convertible redeemable preferred stock
,
$0.0001 par value per share; 9,753,798 shares authorized; after
giving effect to the
recapitalization there is no convertible redeemable preferred stock issued or outstanding at September 30, 2021 and December 31, 2020
|
|
—
|
|
— | ||||
Series
B-1
convertible redeemable preferred stock
,
$0.0001 par value per share; 13,217,404 shares authorized; after
giving effect to the
|
|
—
|
|
— | ||||
Warrants for Series
B-1
convertible redeemable preferred stock; after giving effect to the recapitalization there are no warrants for convertible redeemable preferred stock issued or outstanding at September 30, 2021 and December 31, 2020
|
|
—
|
|
— | ||||
Stockholders’ Equity:
|
||||||||
Common stock $0.0001 par value
per share
; 1,000,000,000 shares authorized; 190,197,253 and 118,146,795 shares issued and outstanding
at
September 30, 2021 and December 31, 2020, respectively
|
10 | 3 | ||||||
Additional
paid-in
capital
|
629,364 | 93,305 | ||||||
Accumulated deficit
|
(71,707 | ) | (39,605 | ) | ||||
|
|
|
|
|||||
Total stockholders’ equity
|
557,667 | 53,703 | ||||||
|
|
|
|
|||||
Total Liabilities, Convertible Redeemable Preferred Stock, Warrants and Stockholders’ Equity
|
$ | 626,559 | $ | 60,478 | ||||
|
|
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Revenue
|
$ | 233 | $ | — | $ | 451 | $ | — | ||||||||
Costs and expenses:
|
||||||||||||||||
Cost of revenue (excluding depreciation and amortization)
|
234 | 57 | 742 | 57 | ||||||||||||
Research and development
|
6,180 | 2,339 | 15,311 | 7,643 | ||||||||||||
Sales and marketing
|
1,286 | 81 | 2,384 | 263 | ||||||||||||
General and administrative
|
2,461 | 727 | 8,321 | 1,840 | ||||||||||||
Depreciation and amortization
|
596 | 372 | 1,543 | 995 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating costs and expenses
|
|
10,757
|
|
|
3,576
|
|
|
28,301
|
|
|
10,798
|
|
||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations
|
|
(10,524
|
)
|
|
(3,576
|
)
|
|
(27,850
|
)
|
|
(10,798
|
)
|
||||
Offering costs associated with warrants
|
(4,259 | ) | — | (4,259 | ) | — | ||||||||||
Other income
|
2 | 11 | 7 | 305 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss before benefit for income taxes
|
|
(14,781
|
)
|
|
(3,565
|
)
|
|
(32,102
|
)
|
|
(10,493
|
)
|
||||
Benefit for income taxes
|
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss and comprehensive loss
|
$
|
(14,781
|
)
|
$
|
(3,565
|
)
|
$
|
(32,102
|
)
|
$
|
(10,493
|
)
|
||||
|
|
|
|
|
|
|
|
|||||||||
Net loss per share attributable to common stockholders - basic and diluted
|
$ | (0.12 | ) | $ | (0.03 | ) | $ | (0.27 | ) | $ | (0.09 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted
|
120,605,457 | 115,369,517 | 119,535,167 | 114,597,135 | ||||||||||||
|
|
|
|
|
|
|
|
Convertible Redeemable Preferred Stock
|
Stockholder
s
’ Equity
|
|||||||||||||||||||||||||||||||||||||||||||||||
Series A
|
Series B
|
Series B-1
|
Warrants
|
Common Stock
|
Additional
Paid-in Capital |
Accumulated
Deficit |
Total
Stockholder
s’
Equity |
|||||||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2020
|
|
2,000,000
|
|
$
|
1,925
|
|
|
9,753,798
|
|
$
|
21,111
|
|
|
11,166,941
|
|
$
|
61,867
|
|
$
|
—
|
|
|
5,527,749
|
|
|
1
|
|
|
3,821
|
|
|
(31,109
|
)
|
|
(27,287
|
)
|
||||||||||||
Retroactive application of recapitalization
|
(2,000,000 | ) | (1,925 | ) | (9,753,798 | ) | (21,111 | ) | (11,166,941 | ) | (61,867 | ) | — | 109,644,604 | 2 | 84,901 | — | 84,903 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Adjusted balance, beginning of period
|
— | — | — | — | — | — | — | 115,172,353 | 3 | 88,722 | (31,109 | ) | 57,616 | |||||||||||||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | — | — | — | — | (3,565 | ) | (3,565 | ) | ||||||||||||||||||||||||||||||||||
Vesting of warrant issued to a customer
|
— | — | — | — | — | — | — | — | — | 566 | — | 566 | ||||||||||||||||||||||||||||||||||||
Stock options exercised
|
— | — | — | — | — | — | — | 16,513 | — | 3 | — | 3 | ||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock
|
— | — | — | — | — | — | — | 253,028 | — | 24 | — | 24 | ||||||||||||||||||||||||||||||||||||
Stock- based compensation
|
— | — | — | — | — | — | — | — | — | 227 | — | 227 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balance, September 30, 2020
|
—
|
$
|
—
|
—
|
$
|
—
|
—
|
$
|
—
|
$
|
—
|
115,441,894
|
3
|
89,542
|
(34,674
|
)
|
54,871
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Convertible Redeemable Preferred Stock
|
Stockholder
s’
Equity
|
|||||||||||||||||||||||||||||||||||||||||||||||
Series A
|
Series B
|
Series B-1
|
Warrants
|
Common Stock
|
Additional
Paid-in Capital |
Accumulated
Deficit |
Total
Stockholder
s’
Equity |
|||||||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2021
|
|
2,000,000
|
|
$
|
1,925
|
|
|
9,753,798
|
|
$
|
21,111
|
|
|
11,166,941
|
|
$
|
61,867
|
|
$
|
566
|
|
|
6,635,988
|
|
$
|
1
|
|
$
|
14,865
|
|
$
|
(56,926
|
)
|
$
|
(42,060
|
)
|
||||||||||||
Retroactive application of recapitalization
|
(2,000,000 | ) | (1,925 | ) | (9,753,798 | ) | (21,111 | ) | (11,166,941 | ) | (61,867 | ) | (566 | ) |
|
113,023,018
|
|
|
2
|
|
|
85,467
|
|
85,469 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Adjusted balance, beginning of period
|
— | — | — | — | — | — | — | 119,659,006 | 3 | 100,332 | (56,926 | ) | 43,409 | |||||||||||||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | — | — | — | — | (14,781 | ) | (14,781 | ) | ||||||||||||||||||||||||||||||||||
Stock options exercised
|
— | — | — | — | — | — | — | 69,458 | — | 33 | — | 33 | ||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock
|
— | — | — | — | — | — | — | 166,112 | — | 380 | — | 380 | ||||||||||||||||||||||||||||||||||||
Merger and PIPE transaction, net of transaction costs
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
70,302,677
|
|
|
|
7
|
|
|
|
526,498
|
|
|
|
—
|
|
|
|
526,505
|
|
Stock-based compensation
|
— | — | — | — | — | — | — | — | — | 2,121 | — | 2,121 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balance, September 30, 2021
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
190,197,253
|
|
$
|
10
|
|
$
|
629,364
|
|
$
|
(71,707
|
)
|
$
|
557,667
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Redeemable Preferred Stock
|
Stockholder
s
’
|
|||||||||||||||||||||||||||||||||||||||||||||||
Series A
|
Series B
|
Series B-1
|
Warrants
|
Common Stock
|
Additional
Paid-in Capital |
Accumulated
Deficit |
Total
Stockholder
s’
Equity |
|||||||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2019
|
|
2,000,000
|
|
$
|
1,925
|
|
|
9,753,798
|
|
$
|
21,111
|
|
|
11,166,941
|
|
$
|
61,867
|
|
$
|
—
|
|
|
5,098,562
|
|
|
1
|
|
|
3,263
|
|
|
(24,181
|
)
|
|
(20,917
|
)
|
||||||||||||
Retroactive application of recapitalization
|
(2,000,000 | ) | (1,925 | ) | (9,753,798 | ) | (21,111 | ) | (11,166,941 | ) | (61,867 | ) | — | 108,336,247 | 2 | 84,901 | — | 84,903 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Adjusted balance, beginning of period
|
— | — | — | — | — | — | — | 113,434,809 | 3 | 88,164 | (24,181 | ) | 63,986 | |||||||||||||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | — | — | — | — | (10,493 | ) | (10,493 | ) | ||||||||||||||||||||||||||||||||||
Vesting of warrant issued to a customer
|
— | — | — | — | — | — | — | — | — | 566 | — | 566 | ||||||||||||||||||||||||||||||||||||
Stock options exercised
|
— | — | — | — | — | — | — | 235,887 | — | 30 | — | 30 | ||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock
|
— | — | — | — | — | — | — | 1,771,198 | — | 170 | — | 170 | ||||||||||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | — | — | — | — | — | 612 | — | 612 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balance, September 30, 2020
|
—
|
$
|
—
|
—
|
$
|
—
|
—
|
$
|
—
|
$
|
—
|
115,441,894
|
3
|
89,542
|
(34,674
|
)
|
54,871
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Convertible Redeemable Preferred Stock
|
Stockholder
s’
|
|||||||||||||||||||||||||||||||||||||||||||||||
Series A
|
Series B
|
Series
B-1
|
Warrants
|
Common Stock
|
Additional
Paid-in
Capital |
Accumulated
Deficit |
Total
Stockholder
s’
Equity |
|||||||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||||||||||||||||||||||||
Balance, December 3
1
, 2020
|
|
2,000,000
|
|
$
|
1,925
|
|
|
9,753,798
|
|
$
|
21,111
|
|
|
11,166,941
|
|
$
|
61,867
|
|
$
|
566
|
|
|
6,262,460
|
|
$
|
1
|
|
$
|
7,838
|
|
$
|
(39,605
|
)
|
$
|
(31,766
|
)
|
||||||||||||
Retroactive application of recapitalization
|
(2,000,000 | ) | (1,925 | ) | (9,753,798 | ) | (21,111 | ) | (11,166,941 | ) | (61,867 | ) | (566 | ) | 111,884,335 | 2 | 85,467 | 85,469 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Adjusted balance, beginning of period
|
— | — | — | — | — | — | — | 118,146,795 | 3 | 93,305 | (39,605 | ) | 53,703 | |||||||||||||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | — | — | — | — | (32,102 | ) | (32,102 | ) | ||||||||||||||||||||||||||||||||||
Equity instruments issued in consideration for intellectual property and research and development arrangements
|
— | — | — | — | — | — | — | 385,797 | — | 2,381 | — | 2,381 | ||||||||||||||||||||||||||||||||||||
Stock options exercised
|
— | — | — | — | — | — | — | 974,013 | — | 256 | — | 256 | ||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock
|
— | — | — | — | — | — | — | 387,971 | — | 796 | — | 796 | ||||||||||||||||||||||||||||||||||||
Merger and PIPE transaction, net of transaction costs
|
— | — | — | — | — | — | — | 70,302,677 |
7
|
526,498 | — | 526,505 | ||||||||||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | — | — | — | — | — | 6,128 | — | 6,128 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balance, September 30, 2021
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
190,197,253
|
|
$
|
10
|
|
$
|
629,364
|
|
$
|
(71,707
|
)
|
$
|
557,667
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
||||||||
2021
|
2020
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$ | (32,102 | ) | $ | (10,493 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
1,543 | 995 | ||||||
Non-cash research and development arrangements
|
1,205 | — | ||||||
Amortization of
customer
warrant
|
219 | 18 | ||||||
Offering costs associated with
warrants
|
4,259 | — | ||||||
Stock-based compensation
|
5,929 | 681 | ||||||
Non-cash operating lease expense
|
184 | 46 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(3,691
|
)
|
(293 | ) | ||||
Prepaid expenses and other current assets
|
(3,950
|
)
|
(428 | ) | ||||
Other noncurrent assets
|
(39
|
)
|
3 | |||||
Accounts payable
|
(1,191
|
)
|
178 | |||||
Accrued expenses
|
1,714
|
|
214 | |||||
Operating lease liabilities
|
(15
|
)
|
14 | |||||
Unearned revenue
|
4,084
|
|
743 | |||||
|
|
|
|
|||||
Net cash used in operating activities
|
(21,851
|
)
|
(8,322 | ) | ||||
|
|
|
|
|||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(5,300
|
)
|
(8,031 | ) | ||||
Capitalized software development costs
|
(1,205
|
)
|
(775 | ) | ||||
Intangible asset acquisition costs
|
(414
|
)
|
(286 | ) | ||||
Proceeds from disposal of assets
|
5
|
|
1 | |||||
|
|
|
|
|||||
Net cash used in investing activities
|
(6,914
|
)
|
(9,091 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities:
|
||||||||
Proceeds from stock options exercised
|
5,424
|
29 | ||||||
Repurchase of early exercised stock options
|
(968 | ) |
—
|
|||||
Proceeds from merger and PIPE transaction, net of transaction costs
|
575,483 | — | ||||||
|
|
|
|
|||||
Net cash provided by financing activities
|
579,939
|
29 | ||||||
|
|
|
|
|||||
Net change in cash and cash equivalents
|
551,174
|
(17,384 | ) | |||||
Cash and cash equivalents at the beginning of the period
|
36,120 | 59,527 | ||||||
|
|
|
|
|||||
Cash and cash equivalents at the end of the period
|
$ | 587,294 | $ | 42,143 | ||||
Supplemental disclosures of
non-cash
investing and financing transactions:
|
||||||||
Issuance of common stock for intellectual property
|
$ | 1,567 | $ | — | ||||
Issuance of common stock for research and development arrangement
|
$ | 814 | $ | — | ||||
Property and equipment purchases in accounts payable and accrued expenses
|
$ |
309
|
$ | 320 | ||||
Intangible asset purchases in accounts payable and accrued expenses
|
$ |
129
|
$ | 75 | ||||
Transaction costs in accounts payable and accrued expenses
|
$ | 2,620 |
—
|
|||||
Vesting of warrants
|
$ | — | $ | 566 |
September 30,
2021
|
December 31,
2020 |
|||||||
Billed accounts receivable
|
$ | 4,080 | $ | 390 | ||||
Unbilled accounts receivable
|
2 | 0 | ||||||
|
|
|
|
|||||
Total accounts receivable
|
$
|
4,082
|
|
$
|
390
|
|
• |
Level 1 — Observable inputs, which include unadjusted quoted prices in active markets for identical assets or liabilities.
|
• |
Level 2 — Observable inputs other than Level 1 inputs, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
• |
Level 3 — Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques.
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
Numerator:
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
Net loss available to common stockholders
|
$ | (14,781 | ) | $ | (3,565 | ) | $ | (32,102 | ) | $ | (10,493 | ) | ||||
Denominator:
|
||||||||||||||||
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted
|
120,605,457 | 115,369,517 | 119,535,167 | 114,597,135 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss per share attributable to common stockholders – basic and diluted
|
$ | (0.12 | ) | $ | (0.03 | ) | $ | (0.27 | ) | $ | (0.09 | ) | ||||
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Common stock options outstanding
|
24,844,683 | 16,775,118 | 24,765,944 | 16,149,250 | ||||||||||||
Warrants to purchase common stock
|
8,301,202 | 8,301,202 | 8,301,202 | 8,301,202 | ||||||||||||
Public and private warrants
|
125,000 | — | 42,125 | — | ||||||||||||
Unvested
founders’
shares
|
8,152 | — | 2,747 | — | ||||||||||||
Unvested common stock
|
1,627,627 | 68,018 | 1,329,755 | 996,441 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total
|
34,906,664 | 25,144,338 | 34,441,773 | 25,446,893 | ||||||||||||
|
|
|
|
|
|
|
|
September 30,
2021
|
December 31,
2020 |
|||||||
Computer equipment and acquired computer software
|
$ | 662 | $ | 364 | ||||
Machinery, equipment, furniture, and fixtures
|
3,963 | 2,974 | ||||||
Leasehold improvements
|
818 | 736 | ||||||
Quantum computing systems
|
13,998 | 9,617 | ||||||
|
|
|
|
|||||
Gross
p
roperty and
e
quipment
|
|
19,441
|
|
|
13,691
|
|
||
Less: accumulated depreciation
|
(2,712 | ) | (1,703 | ) | ||||
|
|
|
|
|||||
Property and
e
quipment
, net
|
$
|
16,729
|
|
$
|
11,988
|
|
||
|
|
|
|
Fair Value Measured as of
September 30, 2021:
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
||||||||||||||||
Cash
and cash
equivalents
|
$ | 587,294 | $ | — | $ | — | $ | 587,294 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities
:
|
||||||||||||||||
Public
w
arrants
|
25,938 | — | — | 25,938 | ||||||||||||
Private
p
lacement
w
arrants
|
— | — | 24,412 | 24,412 | ||||||||||||
Total liabilities
|
|
$
|
25,938
|
|
|
$
|
—
|
|
|
$
|
24,412
|
|
|
$
|
50,350
|
|
|
|
|
|
|
|
|
|
Fair Value Measured as of
December 31, 2020:
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
||||||||||||||||
Cash
and cash
equivalents
|
$ | 36,120 | $ | — | $ | — | $ | 36,120 | ||||||||
|
|
|
|
|
|
|
|
September 30,
2021
|
||||
Exercise Price
|
$ | 11.50 | ||
Stock Price
|
$ | 10.40 | ||
Volatility
|
74.8 | % | ||
Term
|
5.00 | |||
Risk-free rate
|
0.98 | % | ||
Dividend yield
|
— |
%
|
• |
acceleration of the issuance of common stock as if exercised through the License Agreement,
|
• |
additional consideration equal to the consideration which a holder of
one-half
of one percent (0.5%) of the common stock of the Company, on a fully diluted basis, would have received in the sale to the extent it exceeds the amount UMD shall be entitled to as a result of ownership at the time of sale.
|
|
•
|
|
in whole and not in part;
|
|
•
|
|
at a price of $0.01 per warrant;
|
|
•
|
|
upon a minimum of 30 days’ prior written notice of redemption; and
|
|
•
|
|
if, and only if, the closing price of common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
|
•
|
|
in whole and not in part;
|
|
•
|
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value (as defined within the warrant agreement) of the common stock except as otherwise described
within the warrant agreement
; and upon a minimum of 30 days’ prior written notice of redemption; and
|
|
•
|
|
if, and only if, the closing price of common stock equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders.
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Risk- Free Interest Rate
|
— | % | 0.36 | % | 0.96 | % | 1.18 | % | ||||||||
Expected Term (in years)
|
— | 6.37 | 6.26 | 6.20 | ||||||||||||
Expected Volatility
|
— | % | 73.07 | % | 77.04 | % | 71.11 | % | ||||||||
Dividend Yield
|
— | % | — | % | — | % | — | % |
|
|
Number of
Option Shares |
|
|
Weighted
Average Exercise Price |
|
|
Weighted
Average Remaining Contractual Term |
|
|
Aggregate
Intrinsic Value (in millions) |
|
||||
Outstanding as of December 31, 2019
|
13,933,956 | $ | 0.13 | 8.80 | 5.00 | |||||||||||
Granted
|
3,620,559 | $ | 0.46 | |||||||||||||
Exercised
|
(235,887 | ) | $ | 0.13 | ||||||||||||
Cancelled/ Forfeited
|
(219,410 | ) | $ | 0.13 | ||||||||||||
|
|
|||||||||||||||
Outstanding as of September 30, 2020
|
17,099,218 | $ | 0.20 | 8.36 | 7.85 |
Number of
Option Shares |
Weighted
Average Exercise Price |
Weighted
Average Remaining Contractual Term |
Aggregate
Intrinsic Value (in millions) |
|||||||||||||
Outstanding as of December 31, 2020
|
21,863,368 | $ | 0.34 | 8.67 | 44.80 | |||||||||||
Granted
|
6,492,540 | $ | 2.39 | |||||||||||||
Exercised
|
(3,308,594 | ) | $ | 1.64 | ||||||||||||
Cancelled/ Forfeited
|
(1,212,609 | ) | $ | 1.91 | ||||||||||||
|
|
|||||||||||||||
Outstanding as of September 30, 2021
|
23,834,705 | $ | 0.64 | 8.15 | 227.89 | |||||||||||
|
|
|||||||||||||||
Exercisable as of September 30, 2021
|
7,476,990 | $ | 0.25 | 7.43 | 74.37 | |||||||||||
|
|
|||||||||||||||
Exercisable and expected to vest at September 30, 2021
|
23,834,705 | $ | 0.64 | 8.15 | 227.89 | |||||||||||
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Cost of revenue
|
$ | 15 | $ | — | $ | 46 | $ | — | ||||||||
Research and development
|
1,181 | 76 | 2,351 | 349 | ||||||||||||
Sales and marketing
|
22 | — | 47 | — | ||||||||||||
General and administrative
|
837 | 105 | 3,485 | 332 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Stock-based compensation, net of amounts capitalized
|
2,055 | 181 | 5,929 | 681 | ||||||||||||
Capitalized stock-based compensation – Intangibles and fixed assets
|
66 | 70 | 199 | 101 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total stock-based compensation
|
$ | 2,121 | $ | 251 | $ | 6,128 | $ | 782 | ||||||||
|
|
|
|
|
|
|
|
September 30, 2021
|
December 31, 2020
|
|||||||
Assets
|
||||||||
Accounts receivable
|
|
|
4,000
|
|
|
|
—
|
|
Prepaid expenses and other current assets
|
520 | 1,013 | ||||||
Operating lease
right-of-use
|
4,098 | 4,296 | ||||||
Other noncurrent assets
|
1,975 | 2,365 | ||||||
Liabilities
|
||||||||
Accounts payable
|
15 | 5 | ||||||
Current operating lease liabilities
|
564 | 495 | ||||||
Unearned
r
evenue
|
|
|
3,836
|
|
|
|
—
|
|
Non-current
operating lease liabilities
|
3,681 | 3,776 |
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
• |
Industry benchmarking by the Quantum Economic Development Consortium, a third-party industry group, demonstrated the superior power of IonQ hardware compared to key competitors.
|
• |
First team globally to show fault-tolerant error correction in practice in a peer-reviewed paper published in
Nature
, alongside researchers from Duke University, the University of Maryland and the Georgia Institute of Technology.
|
• |
Debuted the industry’s first Reconfigurable Multicore Quantum Architecture, creating a path to scale quantum computers with potentially hundreds of qubits on one chip.
|
• |
A partnership with The University of Maryland to create the National Quantum Lab at Maryland (Q-Lab), the nation’s first user facility that enables hands-on access to a commercial-grade quantum computer.
|
• |
Announced partnerships and collaborations with leading organizations such as Accenture, Goldman Sachs, Fidelity Center for Applied Research and GE Research.
|
• |
Continued our hiring of world-class talent with key positions filled by Tom Jones as Chief People Officer (Blue Origin, Microsoft, Honeywell), Ariel Braunstein as Senior Vice President of Product Management (Google, Lytro, Cisco), and Dean Kassmann as Vice President of Research and Development (Blue Origin, Amazon).
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Revenue
|
$ | 233 | $ | — | $ | 451 | $ | — | ||||||||
Costs and expenses:
|
||||||||||||||||
Cost of revenue (excluding depreciation and amortization)
(1)
|
234 | 57 | 742 | 57 | ||||||||||||
Research and development
(1)
|
6,180 | 2,339 | 15,311 | 7,643 | ||||||||||||
Sales and marketing
(1)
|
1,286 | 81 | 2,384 | 263 | ||||||||||||
General and administrative
(1)
|
2,461 | 727 | 8,321 | 1,840 | ||||||||||||
Depreciation and amortization
|
596 | 372 | 1,543 | 995 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating costs and expenses
|
10,757 | 3,576 | 28,301 | 10,798 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations
|
(10,524 | ) | (3,576 | ) | (27,850 | ) | (10,798 | ) | ||||||||
Offering costs associated with warrants
|
(4,259 | ) | — | (4,259 | ) | — | ||||||||||
Other income
|
2 | 11 | 7 | 305 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss before benefit for income taxes
|
(14,781 | ) | (3,565 | ) | (32,102 | ) | (10,493 | ) | ||||||||
Benefit for income taxes
|
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss
|
$ | (14,781 | ) | $ | (3,565 | ) | $ | (32,102 | ) | $ | (10,493 | ) | ||||
|
|
|
|
|
|
|
|
(1) |
Cost of revenue, research and development, sales and marketing, and general and administrative expenses for the periods include stock-based compensation expense as follows:
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Cost of revenue
|
$ | 15 | $ | — | $ | 46 | $ | — | ||||||||
Research and development
|
1,181 | 76 | 2,351 | 349 | ||||||||||||
Sales and marketing
|
22 | — | 47 | — | ||||||||||||
General and administrative
|
837 | 105 | 3,485 | 332 |
Three Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Revenue
|
$ | 233 | $ | — | $ | 233 | 100 | % |
Three Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Cost of revenue (excluding depreciation and amortization)
|
$ | 234 | $ | 57 | $ | 177 | 311 | % |
Three Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Research and development
|
$ | 6,180 | $ | 2,339 | $ | 3,841 | 164 | % |
Three Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Sales and marketing
|
$ | 1,286 | $ | 81 | $ | 1,205 | 1488 | % |
Three Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
General and administrative
|
$ | 2,461 | $ | 727 | $ | 1,734 | 239 | % |
Three Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Depreciation and amortization
|
$ | 596 | $ | 372 | $ | 224 | 60 | % |
Three Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Offering costs associated with warrants
|
$ | 4,259 | $ | — | $ | 4,259 | 100 | % |
Three Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Other income
|
$ | 2 | $ | 11 | $ | (9 | ) | (82 | )% |
Nine Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Revenue
|
$ | 451 | $ | — | $ | 451 | 100 | % |
Nine Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Cost of revenue (excluding depreciation and amortization)
|
$ | 742 | $ | 57 | $ | 685 | 1202 | % |
Nine Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Research and development
|
$ | 15,311 | $ | 7,643 | $ | 7,668 | 100 | % |
Nine Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Sales and marketing
|
$ | 2,384 | $ | 263 | $ | 2,121 | 806 | % |
Nine Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
General and administrative
|
$ | 8,321 | $ | 1,840 | $ | 6,481 | 352 | % |
Nine Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Depreciation and amortization
|
$ | 1,543 | $ | 995 | $ | 548 | 55 | % |
Nine Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Offering costs associated with warrants
|
$ | 4,259 | $ | — | $ | 4,259 | 100 | % |
Nine Months Ended September 30,
|
$
Change
|
%
Change
|
||||||||||||||
2021
|
2020
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Other income
|
$ | 7 | $ | 305 | $ | (298 | ) | (98 | )% |
Nine Months Ended September 30,
|
||||||||
2021
|
2020
|
|||||||
(in thousands)
|
||||||||
Net cash used in operating activities
|
$ | (21,851 | ) | $ | (8,322 | ) | ||
Net cash used in investing activities
|
$ | (6,914 | ) | $ | (9,091 | ) | ||
Net cash provided by financing activities
|
$ | 579,939 | $ | 29 |
As of December 31, 2020
|
Payments Due by Period
|
|||||||||||||||||||
Total
|
Less
than 1
Year
|
1-3
Years
|
3-5
Years
|
More
than 5
Years
|
||||||||||||||||
(
in thousands
)
|
||||||||||||||||||||
Contractual Obligations:
|
||||||||||||||||||||
Operating lease obligation
(1)
|
$ | 7,544 | $ | 561 | $ | 1,315 | $ | 1,522 | $ | 4,146 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total
|
$ | 7,544 | $ | 561 | $ | 1,315 | $ | 1,522 | $ | 4,146 | ||||||||||
|
|
|
|
|
|
|
|
|
|
As of September 30, 2021
|
Payments Due by Period
|
|||||||||||||||||||
Total
|
Less
than 1
Year
|
1-3
Years
|
3-5
Years
|
More
than 5
Years
|
||||||||||||||||
(
in thousands
)
|
||||||||||||||||||||
Contractual Obligations:
|
||||||||||||||||||||
Operating lease obligation
(1)
|
$ | 7,140 | $ | 639 | $ | 1,394 | $ | 1,556 | $ | 3,551 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total
|
$ | 7,140 | $ | 639 | $ | 1,394 | $ | 1,556 | $ | 3,551 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes future minimum payments for an operating lease of corporate office facilities.
|
• |
Expected Volatility
|
• |
Risk-Free Interest Rate
traded non-inflation-indexed U.S.
treasury securities with contract maturities equal to the expected term.
|
• |
Dividend Yield
|
• |
Expected Term
|
• |
Fair Value of Common Stock.
|
• |
Forfeitures
|
• |
contemporaneous valuations performed at periodic intervals by independent, third-party specialists;
|
• |
our actual operating and financial performance;
|
• |
our current business conditions and projections;
|
• |
our progress on research and development efforts;
|
• |
our stage of development;
|
• |
the prices, preferences, and privileges of shares of our convertible preferred stock relative to shares of common stock;
|
• |
likelihood of achieving a liquidity event for the underlying equity instruments, such as a business combination, given prevailing market conditions;
|
• |
lack of marketability of our common stock; and
|
• |
macroeconomic conditions.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
• |
we lack sufficient accounting and financial reporting personnel with requisite knowledge and experience in the application of U.S. GAAP and SEC rules to facilitate accurate and timely financial reporting. The limited personnel also contributed to a lack of clearly established authorities and approvals and insufficient segregation of duties.
|
• |
our financial accounting system has limited functionality and does not facilitate effective information technology general controls relevant to financial reporting. Additionally, elements of our close process are managed and processed outside the accounting system, increasing the risk of error.
|
• |
adding additional qualified accounting personnel, establishing defined policies for approval of transactions and segregating duties among accounting personnel; and
|
• |
upgrading our financial accounting system to one that can support effective information technology general controls as well as the anticipated growth of the business.
|
• |
We are an early-stage company and have a limited operating history, which makes it difficult to forecast our future results of operations.
|
• |
We have a history of operating losses and expects to incur significant expenses and continuing losses for the foreseeable future.
|
• |
We may not be able to scale our business quickly enough to meet customer and market demand, which could result in lower profitability or cause us to fail to execute on our business strategies.
|
• |
Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate.
|
• |
Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
|
• |
Our management has limited experience in operating a public company.
|
• |
We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate this material weakness, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, this may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations or cause our access to the capital markets to be impaired.
|
• |
We have not produced a scalable quantum computer and face significant barriers in our attempts to produce quantum computers. If we cannot successfully overcome those barriers, our business will be negatively impacted and could fail.
|
• |
The quantum computing industry is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers.
|
• |
Our business is currently dependent upon our relationship with our cloud providers. There are no assurances that we will be able to commercialize quantum computers from our relationships with cloud providers.
|
• |
Even if we are successful in developing quantum computing systems and executing our strategy, competitors in the industry may achieve technological breakthroughs which render our quantum computing systems obsolete or inferior to other products.
|
• |
We may be unable to reduce the cost per qubit, which may prevent us from pricing our quantum systems competitively.
|
• |
The quantum computing industry is in its early stages and volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our quantum computing solutions, if it encounters negative publicity or if our solution does not drive commercial engagement, the growth of our business will be harmed.
|
• |
If our computers fail to achieve a broad quantum advantage, our business, financial condition and future prospects may be harmed.
|
• |
We could suffer disruptions, outages, defects and other performance and quality problems with our quantum computing systems or with the public cloud and internet infrastructure on which we rely.
|
• |
We may face unknown supply chain issues that could delay the introduction of our product and negatively impact our business and operating results.
|
• |
If we cannot successfully execute on our strategy, including in response to changing customer needs and new technologies and other market requirements, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed.
|
• |
Our products may not achieve market success, but will still require significant costs to develop.
|
• |
We are highly dependent on our co-founders, and our ability to attract and retain senior management and other key employees, such as quantum physicists and other key technical employees, is critical to our success. If we fail to retain talented, highly-qualified senior management, engineers and other key employees or attract them when needed, such failure could negatively impact our business.
|
• |
Our future growth and success depend on our ability to sell effectively to large customers.
|
• |
We may not be able to accurately estimate the future supply and demand for our quantum computers, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.
|
• |
Our systems depend on the use of a particular isotope of an atomic element that provides qubits for our ion trap technology. If we are unable to procure these isotopically enriched atomic samples, or are unable to do so on a timely and cost-effective basis, and in sufficient quantities, we may incur significant costs or delays which could negatively affect our operations and business.
|
• |
If our quantum computing systems are not compatible with some or all industry-standard software and hardware in the future, our business could be harmed.
|
• |
System security and data protection breaches, as well as cyber-attacks, could disrupt our operations, which may damage our reputation and adversely affect our business.
|
• |
We are subject to governmental export and import controls that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws.
|
• |
Our operating and financial results forecast relies in large part upon assumptions and analyses we developed. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our forecasted results.
|
• |
Licensing of intellectual property is of critical importance to our business. For example, we license patents (some of which are foundational patents) and other intellectual property from the University of Maryland and Duke University on an exclusive basis. If the license agreement with these universities terminates, or if any of the other agreements under which we acquired or licensed, or will acquire or license, material intellectual property rights is terminated, we could lose the ability to develop and operate our business.
|
• |
Some of our in-licensed intellectual property, including the intellectual property licensed from the University of Maryland and Duke University, has been conceived or developed through government-funded research and thus may be subject to federal regulations providing for certain rights for the U.S. government or imposing certain obligations on us, such as a license to the U.S. government under such intellectual property, “march-in” rights, certain reporting requirements and a preference for U.S.-based companies, and compliance with such regulations may limit our exclusive rights and our ability to contract with non-U.S. manufacturers.
|
• |
effectively manage organizational change;
|
• |
design scalable processes;
|
• |
accelerate and/or refocus research and development activities;
|
• |
expand manufacturing, supply chain and distribution capacity;
|
• |
increase sales and marketing efforts;
|
• |
broaden customer-support and services capabilities;
|
• |
maintain or increase operational efficiencies;
|
• |
scale support operations in a cost-effective manner;
|
• |
implement appropriate operational and financial systems;
|
• |
and maintain effective financial disclosure controls and procedures.
|
• |
we lack sufficient accounting and financial reporting personnel with requisite knowledge and experience in the application of accounting principles generally accepted in the United States of America (“U.S. GAAP”) and SEC rules to facilitate accurate and timely financial reporting. The limited personnel also contributed to a lack of clearly established authorities and approvals and insufficient segregation of duties.
|
• |
our financial accounting system has limited functionality and does not facilitate effective information technology general controls relevant to financial reporting. Additionally, elements of our close process are managed and processed outside the accounting system, increasing the risk of error.
|
• |
adding additional qualified accounting personnel, establishing defined policies for approval of transactions and segregating duties among accounting personnel; and
|
• |
upgrading our financial accounting system to one that can support effective information technology general controls as well as the anticipated growth of the business.
|
• |
gate fidelity, error correction and miniaturization may not commercialize from the lab and scale as hoped or at all;
|
• |
it could prove more challenging and take materially longer than expected to operate parallel gates within a single ion trap and maintain gate fidelity;
|
• |
the photonic interconnect between ion traps could prove more challenging and take longer to perfect than currently expected. This would limit our ability to scale beyond a single ion trap of approximately 22 logical qubits;
|
• |
it could take longer to tune the qubits in a single ion trap, as well as preserve the stability of the qubits within a trap as we seek to maximize the total number of qubits within one trap;
|
• |
the gate speed in our technology could prove more difficult to improve than expected; and
|
• |
the scaling of fidelity with qubit number could prove poorer than expected, limiting our ability to achieve larger quantum volume.
|
• |
large, well-established tech companies that generally compete in all of our markets, including Honeywell, Google, Microsoft, Amazon, Intel and IBM;
|
• |
countries such as China, Russia, Canada, Australia and the United Kingdom, and those in the European Union as of the date of this prospectus and we believe additional countries in the future;
|
• |
less-established public and private companies with competing technology, including companies located outside the United States; and
|
• |
new or emerging entrants seeking to develop competing technologies.
|
• |
our inability to enter into agreements with suppliers on commercially reasonable terms, or at all;
|
• |
difficulties of suppliers ramping up their supply of materials to meet our requirements;
|
• |
a significant increase in the price of one or more components, including due to industry consolidation occurring within one or more component supplier markets or as a result of decreased production capacity at manufacturers;
|
• |
any reductions or interruption in supply, including disruptions on our global supply chain as a result of the COVID-19 pandemic, which we have experienced, and may in the future experience;
|
• |
financial problems of either manufacturers or component suppliers;
|
• |
significantly increased freight charges, or raw material costs and other expenses associated with our business;
|
• |
other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components to us on a timely basis;
|
• |
a failure to develop our supply chain management capabilities and recruit and retain qualified professionals;
|
• |
a failure to adequately authorize procurement of inventory by our contract manufacturers; or
|
• |
a failure to appropriately cancel, reschedule, or adjust our requirements based on our business needs.
|
• |
pricing and the perceived value of our systems relative to its cost;
|
• |
delays in releasing quantum computers with sufficient performance and scale to the market;
|
• |
failure to produce products of consistent quality that offer functionality comparable or superior to existing or new products;
|
• |
ability to produce products fit for their intended purpose;
|
• |
failures to accurately predict market or customer demands;
|
• |
defects, errors or failures in the design or performance of our quantum computing system;
|
• |
negative publicity about the performance or effectiveness of our system;
|
• |
strategic reaction of companies that market competitive products; and
|
• |
the introduction or anticipated introduction of competing technology.
|
• |
obtain expertise in relevant markets;
|
• |
obtain sales and marketing services or support;
|
• |
obtain equipment and facilities;
|
• |
develop relationships with potential future customers; and
|
• |
generate revenue.
|
• |
success and timing of development activity;
|
• |
customer acceptance of our quantum computing systems;
|
• |
breakthroughs in classical computing or other computing technologies that could eliminate the advantages of quantum computing systems rendering them less practical to customers;
|
• |
competition, including from established and future competitors;
|
• |
whether we can obtain sufficient capital to sustain and grow our business;
|
• |
our ability to manage our growth;
|
• |
our ability to retain existing key management, integrate recent hires and attract, retain and motivate qualified personnel; and
|
• |
the overall strength and stability of domestic and international economies.
|
• |
the scope of rights granted under the license agreement and other interpretation-related issues;
|
• |
whether and the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;
|
• |
our right to sublicense patent and other rights to third parties;
|
• |
our diligence obligations with respect to the use of the licensed technology in relation to our development and commercialization of our product and technology, and what activities satisfy those diligence obligations;
|
• |
the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and the company;
|
• |
our right to transfer or assign the license; and
|
• |
the effects of termination.
|
• |
cease selling or using solutions or services that incorporate the intellectual property rights that allegedly infringe, misappropriate or violate the intellectual property of a third party;
|
• |
make substantial payments for legal fees, settlement payments or other costs or damages;
|
• |
obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology;
|
• |
redesign the allegedly infringing solutions to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible; or
|
• |
indemnify organizations using our platform or third-party service providers.
|
• |
variations in quarterly operating results or dividends, if any, to stockholders;
|
• |
additions or departures of key management personnel;
|
• |
publication of research reports about our industry;
|
• |
litigation and government investigations;
|
• |
changes or proposed changes in laws or regulations or differing interpretations or enforcement of laws or regulations affecting our business;
|
• |
adverse market reaction to any indebtedness incurred or securities issued in the future;
|
• |
changes in market valuations of similar companies;
|
• |
adverse publicity or speculation in the press or investment community;
|
• |
announcements by competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments; and
|
• |
the impact of the COVID-19 pandemic on our management, employees, partners, customers, and operating results.
|
• |
labor availability and costs for hourly and management personnel;
|
• |
profitability of our products, especially in new markets and due to seasonal fluctuations;
|
• |
changes in interest rates;
|
• |
impairment of long-lived assets;
|
• |
macroeconomic conditions, both nationally and locally;
|
• |
negative publicity relating to products we serve;
|
• |
changes in consumer preferences and competitive conditions;
|
• |
expansion to new markets; and
|
• |
fluctuations in commodity prices.
|
• |
existing stockholders’ proportionate ownership interest in us will decrease;
|
• |
the amount of cash available per share, including for payment of dividends in the future, may decrease;
|
• |
the relative voting strength of each previously outstanding common stock may be diminished; and
|
• |
the market price of our common stock may decline.
|
• |
a classified board;
|
• |
advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;
|
• |
certain limitations on convening special stockholder meetings;
|
• |
limiting the persons who may call special meetings of stockholders;
|
• |
limiting the ability of stockholders to act by written consent;
|
• |
restrictions on business combinations with interested stockholder;
|
• |
in certain cases, the approval of holders representing at least 66 2/3% of the total voting power of the shares entitled to vote generally in the election of directors will be required for stockholders to adopt, amend or repeal the bylaws, or amend or repeal certain provisions of the certificate of incorporation;
|
• |
no cumulative voting;
|
• |
the required approval of holders representing at least 66 2/3% of the total voting power of the shares entitled to vote at an election of the directors to remove directors; and
|
• |
the ability of the board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions.
|
• |
any derivative action or proceeding brought on behalf of us;
|
• |
any action asserting a claim of breach of fiduciary duty owed by any director, officer, agent or other employee or stockholder to us or our stockholders;
|
• |
any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the “
DGCL
|
• |
any claim or cause of action seeking to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the amended and restated bylaws; or
|
• |
any action asserting a claim governed by the internal affairs doctrine, in each case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. It further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act. The exclusive forum clauses described above shall not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, or any other claim for which the federal courts have exclusive jurisdiction. Although these provisions are expected to benefit us by providing increased consistency in the application of applicable law in the types of lawsuits to which they apply, the provisions may have the effect of discouraging lawsuits against directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation have been challenged in legal proceedings and there is uncertainty as to whether a court would enforce such provisions. In addition, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. It is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our certificate of incorporation to be inapplicable or unenforceable in such action. If so, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition or results of operations.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
Total Number of Shares
(or Units) Purchased |
Average Price Paid per
Share (or Unit) |
Total Number of Shares
(or Units) Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number (or
Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
7/1/2021 – 7/31/2021
|
— | — | — | — | ||||||||||||
8/1/2021 – 8/31/2021
|
— | — | — | — | ||||||||||||
9/1/2021 – 9/30/2021
|
100,000 | 9.68 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total
|
100,000 | 9.68 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
+ |
Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation
S-K
Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
|
# |
Indicates a management contract or compensatory plan, contract or arrangement.
|
* |
Furnished herewith and not deemed to be “filed” for purposes of Section 18 of 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 this Quarterly Report on Form
10-Q),
irrespective of any general incorporation language contained in such filing.
|
IonQ, Inc.
(Formerly Known as dMY Technology Group, Inc. III)
|
||||||||
Date: November 15, 2021 |
/s/ Peter Chapman
|
|||||||
Name: | Peter Chapman | |||||||
Title: |
President and Chief Executive Officer
(Principal Executive Officer)
|
|||||||
Date: November 15, 2021 |
/s/ Thomas Kramer
|
|||||||
Name: | Thomas Kramer | |||||||
Title: |
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
|
1 Year dMY Technology Group Inc... Chart |
1 Month dMY Technology Group Inc... Chart |
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