☒ | ANNUAL 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 FOR THE TRANSITION PERIOD FROM TO |
Delaware |
85-2992192 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
4505 Campus Drive College Park, 20740 |
20740 | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock, $0.0001 par value per share Warrants, each exercisable for one share of common stock for $11.50 per share |
IONQ WS |
New York Stock Exchange New York Stock Exchange |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Report of Independent Registered Public Accounting Firm (PCAOB ID 42) |
F-2 |
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Consolidated Balance Sheets |
F-3 |
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Consolidated Statements of Operations |
F-4 |
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Consolidated Statements of Comprehensive Loss |
F-5 |
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Consolidated Statements of Changes in Convertible Redeemable Preferred Stock, Warrants and Stockholders’ Equity |
F-6 |
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Consolidated Statements of Cash Flows |
F-7 |
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Notes to Consolidated Financial Statements |
F-8 |
* | Furnished with the Original Report. The certifications furnished in Exhibit 32.1 to the Original Filing are deemed furnished and will not be deemed 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 of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K, as may be amended), irrespective of any general incorporation language contained in such filing. |
** | Filed herewith. |
+ | 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. |
Item 16. |
Form 10-K Summary |
IonQ, Inc. | ||||
March 28, 2022 | B Y : |
/s/ Peter Chapman | ||
Peter Chapman | ||||
President and Chief Executive Officer ( Principal Executive Officer ) |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-261737) pertaining to the IonQ, Inc. 2021 Equity Incentive Plan, the IonQ, Inc. 2021 Employee Stock Purchase Plan and the IonQ, Inc. 2015 Equity Incentive Plan of our report dated March 28, 2022, with respect to the consolidated financial statements of IonQ, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2021.
/s/ Ernst & Young LLP
Tysons, Virginia
March 28, 2022
Exhibit 31.1
CERTIFICATIONS
I, Peter Chapman, certify that:
1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of IonQ, Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: March 29, 2022
/s/ Peter Chapman |
Peter Chapman |
Chief Executive Officer |
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS
I, Thomas Kramer, certify that:
1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of IonQ, Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: March 29, 2022
/s/ Thomas Kramer |
Thomas Kramer |
Chief Financial Officer |
(Principal Financial and Accounting Officer) |