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 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ |
Smaller reporting company | ||||
Emerging growth company |
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Item 1. |
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Item 1A. |
16 |
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Item 1B. |
50 |
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Item 2. |
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Item 3. |
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Item 4. |
50 |
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Item 5. |
51 |
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Item 6. |
51 |
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Item 7. |
52 |
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Item 7A. |
64 |
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Item 8. |
64 |
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Item 9. |
65 |
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Item 9A. |
65 |
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Item 9B. |
66 |
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Item 9C. |
66 |
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Item 10. |
67 |
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Item 11. |
72 |
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Item 12. |
78 |
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Item 13. |
81 |
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Item 14. |
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Item 15. |
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Item 16. |
91 |
• |
our financial and business performance, including financial projections and business metrics; |
• |
changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; |
• |
the implementation, market acceptance and success of our business model and growth strategy; |
• |
our expectations and forecasts with respect to market opportunity and market growth; |
• |
the ability of our products and services to meet customers’ compliance and regulatory needs; |
• |
our ability to attract and retain qualified employees and management; |
• |
our ability to adapt to changes in consumer preferences, perception and spending habits and develop and expand our product offerings and gain market acceptance of our products, including in new geographies; |
• |
our ability to develop and maintain our brand and reputation; |
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developments and projections relating to our competitors and industry; |
• |
our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; |
• |
the impact of health epidemics, including the COVID-19 pandemic, or geopolitical tensions, such as Russia’s recent incursion into Ukraine, on our business and the actions we may take in response thereto; |
• |
the impact of the COVID-19 pandemic on customer demands for cloud services; |
• |
expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”); |
• |
the volatility in the global economy and the credit and financials markets, including market disruptions and significant inflation and interest rate fluctuations; |
• |
our future capital requirements and sources and uses of cash; |
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our ability to obtain funding for our operations and future growth; and |
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our business, expansion plans and opportunities. |
Item 1. |
Business. |
• | Leveraging Our Technology |
• | Offering QCaaS |
• | Selling Direct Access to Quantum Computers |
• | Continuing to Enhance Our Proprietary Position |
• | Further Developing Our Quantum Computing Partner Ecosystem |
• | Noisy and intermediate-scale quantum (NISQ) computers |
• | Broad quantum advantage |
• | Full-scale fault tolerance |
• | Atoms |
• | Photons |
• | Spins in semiconductors |
• | Superconducting circuits |
• | Atomic qubits are nature’s qubits |
• | Trapped ion qubits are well-isolated from environmental influences |
• | Lower overhead for quantum error-correction |
• | Trapped ion quantum computers can run at room temperature -273.15° C, or -459.67° F) to minimize external interference and noise levels. Maintaining the correct temperature requires the use of large and expensive dilution refrigerators, which can hamper a system’s long-term scalability because the cooling space, and hence the system space, is limited. Trapped ion systems, on the other hand, can operate at room temperature. This is because the qubits themselves are not in thermal contact with the environment, as they are electromagnetically confined in free space inside a vacuum chamber. The laser-cooling of the qubits themselves is extremely efficient because the atomic ions have very little mass and this requires just a single low-power laser beam (microwatts). This allows us to minimize the system size as technology progresses, while scaling the compute power and simultaneously reducing costs. |
• | All-to-all in-between. In the trapped ion approach, however, qubits are connected by electrostatic repulsion rather than through physical wires. As a result, qubits in our existing systems can directly interact with any other qubit in the system. Our modular architecture benefits from this flexible connectivity, significantly reducing the complexity of implementing a given quantum circuit. |
• | Ion traps require no novel manufacturing capabilities |
quantum materials. They simply provide the conditions for the ion qubits to be trapped in space, and in their current state, they can be fabricated with existing conventional and standard silicon or other micro-fabrication technologies. By contrast, solid-state qubits, such as superconducting qubits or solid- state silicon spins, require exotic materials and fabrication processes that demand atomic perfection in the structures of the qubits and their surroundings; fabrication with this level of precision is an unsolved challenge. |
• | Complex laser systems component-by-component |
• | Ultra-high vacuum (UHV) technology |
• | Executing high fidelity gates with all-to-all |
• | Slow gate speeds |
• | During the development stage, our experts will assist customers in developing an algorithm to solve their business challenges. Customers may be expected to pay for quantum compute usage, in addition |
to an incremental amount for the consulting and development services provided in the creation of algorithms. We may choose to sell this computing time to customers in a variety of ways. In this stage, we expect revenue to be unevenly distributed, with individual customers potentially contributing to peaks in bookings. |
• | During the application stage, once an algorithm is fully developed for a market, we anticipate that customers would be charged to run the algorithm on our hardware. Given the mission critical nature of the use cases we anticipate quantum computing will attract, we believe a usage-based revenue model will result in a steady stream of revenue while providing the incremental ability to grow with customers as their algorithm complexity and inputs scale. |
• | Co-development of quantum applications with strategic partners.co-develop end-to-end co-development agreements with Hyundai Motor Company to pursue solutions for battery chemistry and with GE Research to apply quantum computing to risk management. |
• | Preferred compute agreements with clients |
• | Cloud access to quantum computing |
• | Dedicated hardware |
• | Delivery of a full-scale quantum compute platform in-house technical expertise in quantum computing capabilities at the time quantum advantage is achieved for the customer’s application, our preferred compute agreements, cloud offerings, and dedicated hardware sales are expected to offer sufficient quantum computational capacity. |
• | Packaged solution offerings in-house quantum expertise. |
• | Accelerated high-impact applications development |
Item 1A. |
Risk Factors. |
• | 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 expect 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 may need additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available. |
• | 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. |
• | Our 32-qubit system, which is an important milestone for our technical roadmap and commercialization, is not yet available for customers and may never be available. |
• | 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. |
• | If we are unable to maintain our current strategic partnerships or we are unable to develop future collaborate partnerships, our future growth and development could be negatively impacted. |
• | Our business depends on our customer’s abilities to find useful quantum algorithms and sufficient quantum resources for their business. If they are unable to do so due to the nature of their algorithmic challenge or other technical or personnel dilemmas, our growth may be negatively impacted. |
• | 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. |
• | Unfavorable conditions in our industry or the global economy, could limit our ability to grow our business and negatively affect our results of operations. |
• | Government actions and regulations, such as tariffs and trade protection measures, may limit our ability to obtain products from our suppliers. |
• | 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. |
• | We have been, and may in the future be, adversely affected by the global COVID-19 pandemic, its various strains or future pandemics. |
• | We are subject to requirements relating to environmental and safety regulations and environmental remediation matters which could adversely affect our business, results of operation and reputation. |
• | 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. |
• | If we are unable to obtain and maintain patent protection for our products and technology, or if the scope of the patent protection obtained is not sufficiently broad or robust, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize our products and technology may be adversely affected. Moreover, our trade secrets could be compromised, which could cause us to lose the competitive advantage resulting from these trade secrets. |
• | We may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs (including indemnification of third parties or costly licensing arrangements (if licenses are available at all)) and limit our ability to use certain key technologies in the future or require development of non-infringing products, services, or technologies, which could result in a significant expenditure and otherwise harm 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. |
• | Although we recently added accounting and financial reporting personnel with requisite knowledge and experience in the application of U.S. GAAP and SEC rules, the Company is still in process of |
formalizing its processes and procedures, establishing clear authorities and approvals and segregating duties to facilitate accurate and timely financial reporting. |
• | 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. |
• | Hired additional full-time accounting personnel with appropriate levels of experience, and augmented skills gaps with external experts; |
• | Established and implemented policies surrounding the approval of transactions, related to, but not limited to, account reconciliations and journal entries; and |
• | Selected and began implementing a financial accounting system 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 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; |
• | any supply chain disruptions due to Russia’s recent incursion in the Ukraine and any indirect effects thereof which could further complicate existing supply chain constraints; |
• | 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; |
• | changes in interest rates; |
• | impairment of long-lived assets; |
• | macroeconomic conditions, both nationally and locally; |
• | size and scope of our revenue arrangements with our customers; |
• | 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, if any, 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”), the Certificate of Incorporation or Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; |
• | any claim or cause of action seeking to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the 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 1B. |
Unresolved Staff Comments. |
Item 2. |
Properties. |
Item 3. |
Legal Proceedings. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6. |
[Reserved]. |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Year Ended December 31, |
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2021 |
2020 |
|||||||
(in thousands) |
||||||||
Revenue |
$ | 2,099 | $ | — | ||||
Costs and expenses: |
||||||||
Cost of revenue (excluding depreciation and amortization) (1) |
1,040 | 143 | ||||||
Research and development (1) |
20,228 | 10,157 | ||||||
Sales and marketing (1) |
3,233 | 486 | ||||||
General and administrative (1) |
13,737 | 3,547 | ||||||
Depreciation and amortization |
2,548 | 1,400 | ||||||
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|
|
|
|||||
Total operating costs and expenses |
40,786 | 15,733 | ||||||
|
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|||||
Loss from operations |
(38,687 | ) | (15,733 | ) | ||||
Change in fair value of warrant liabilities |
(63,332 | ) | — | |||||
Offering costs associated with warrants |
(4,259 | ) | — | |||||
Other income (expense), net |
92 | 309 | ||||||
|
|
|
|
|||||
Loss before benefit for income taxes |
(106,186 | ) | (15,424 | ) | ||||
Benefit for income taxes |
— | — | ||||||
|
|
|
|
|||||
Net loss |
$ | (106,186 | ) | $ | (15,424 | ) | ||
|
|
|
|
(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: |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
(in thousands) |
||||||||
Cost of revenue |
$ | 62 | $ | — | ||||
Research and development |
2,841 | 716 | ||||||
Sales and marketing |
67 | — | ||||||
General and administrative |
4,778 | 508 |
Year Ended December 31, |
$ Change |
% Change |
||||||||||||||
2021 |
2020 |
|||||||||||||||
(in thousands) |
||||||||||||||||
Revenue |
$ | 2,099 | $ | — | $ | 2,099 | 100 | % |
Year Ended December 31, |
$ Change |
% Change |
||||||||||||||
2021 |
2020 |
|||||||||||||||
(in thousands) |
||||||||||||||||
Cost of revenue (excluding depreciation and amortization) |
$ | 1,040 | $ | 143 | $ | 897 | 627 | % |
Year Ended December 31, |
$ Change |
% Change |
||||||||||||||
2021 |
2020 |
|||||||||||||||
(in thousands) |
||||||||||||||||
Research and development |
$ | 20,228 | $ | 10,157 | $ | 10,071 | 99 | % |
Year Ended December 31, |
$ Change |
% Change |
||||||||||||||
2021 |
2020 |
|||||||||||||||
(in thousands) |
||||||||||||||||
Sales and marketing |
$ | 3,233 | $ | 486 | $ | 2,747 | 565 | % |
Year Ended December 31, |
$ Change |
% Change |
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2021 |
2020 |
|||||||||||||||
(in thousands) |
||||||||||||||||
General and administrative |
$ | 13,737 | $ | 3,547 | $ | 10,190 | 287 | % |
Year Ended December 31, |
$ Change |
% Change |
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2021 |
2020 |
|||||||||||||||
(in thousands) |
||||||||||||||||
Depreciation and amortization |
$ | 2,548 | $ | 1,400 | $ | 1,148 | 82 | % |
Year Ended December 31, |
$ Change |
% Change |
||||||||||||||
2021 |
2020 |
|||||||||||||||
(in thousands) |
||||||||||||||||
Change in fair value of warrant liabilities |
$ | 63,332 | $ | — | $ | 63,332 | 100 | % |
Year Ended December 31, |
$ Change |
% Change |
||||||||||||||
2021 |
2020 |
|||||||||||||||
(in thousands) |
||||||||||||||||
Offering costs associated with warrants |
$ | 4,259 | $ | — | $ | 4,259 | 100 | % |
Year Ended December 31, |
$ Change |
% Change |
||||||||||||||
2021 |
2020 |
|||||||||||||||
( in thousands ) |
||||||||||||||||
Other income (expense), net |
$ | 92 | $ | 309 | $ | (217 | ) | (70 | )% |
Material Cash Requirements |
||||||||||||||||||||
Total |
Less than 1 Year |
1 - 3 Years |
3 - 5 Years |
More than 5 Years |
||||||||||||||||
Operating lease obligations (1) |
$ | 6,984 | $ | 644 | $ | 1,421 | $ | 1,568 | $ | 3,351 | ||||||||||
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|
|
|
|
|||||||||||
Total |
$ | 6,984 | $ | 644 | $ | 1,421 | $ | 1,568 | $ | 3,351 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Amounts include direct lease obligations, excluding any taxes, insurance and other related expenses. |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
(in thousands) |
||||||||
Net cash used in operating activities |
$ | (26,537 | ) | $ | (12,007 | ) | ||
Net cash used in investing activities |
(213,785 | ) | (11,676 | ) | ||||
Net cash provided by financing activities |
603,227 | 276 |
• | 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 Legacy IonQ 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 Legacy IonQ common stock; and |
• | macroeconomic conditions. |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
Item 8. |
Financial Statements and Supplementary Data. |
Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
Item 9A. |
Controls and Procedures. |
• | Although we recently added accounting and financial reporting personnel with requisite knowledge and experience in the application of U.S. GAAP and SEC rules, the Company is still in process of formalizing its processes and procedures, establishing clear authorities and approvals and segregating duties to facilitate accurate and timely financial reporting. |
• | 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. |
• | Hired additional full-time accounting personnel with appropriate levels of experience, and augmented skills gaps with external experts; |
• | Established and implemented policies surrounding the approval of transactions, related to, but not limited to, account reconciliations and journal entries; and |
• | Selected and began implementing a financial accounting system that can support effective information technology general controls as well as the anticipated growth of the business. |
Item 9B. |
Other Information. |
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Name |
Age |
Term Expires |
Position | |||
Peter Chapman |
61 | 2024 | President & Chief Executive Officer and Director | |||
Jungsang Kim |
52 | 2024 | Chief Technology Officer and Director | |||
Craig Barratt |
59 | 2024 | Chairman of the Board | |||
Blake Byers |
37 | 2022 | Director | |||
Ronald Bernal |
66 | 2023 | Director | |||
Niccolo de Masi |
41 | 2022 | Director | |||
Inder M. Singh |
63 | 2022 | Director | |||
Harry You |
62 | 2023 | Director |
Name |
Age* |
Position | ||||
Executive Officers |
||||||
Christopher Monroe |
56 | Chief Scientist | ||||
Thomas Kramer |
51 | Chief Financial Officer | ||||
Laurie Babinski |
40 | General Counsel and Secretary |
• | helping the board of directors oversee corporate accounting and financial reporting processes; |
• | managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit the financial statements; |
• | discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, the interim and year-end operating results; |
• | developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
• | reviewing related person transactions; |
• | obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and |
• | approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm. |
Item 11. |
Executive Compensation. |
Name and Principal Position |
Year |
Salary ($) |
Option Awards ($) (1) |
All Other Compensation ($) (2) |
Total ($) |
|||||||||||||||
Peter Chapman |
2021 | 350,000 | — | 14,500 | 364,500 | |||||||||||||||
President and Chief Executive Officer |
2020 | 350,000 | — | 14,250 | 364,250 | |||||||||||||||
Jungsang Kim |
2021 | 280,000 | 2,973,049 | — | 3,253,049 | |||||||||||||||
Chief Technology Officer |
2020 | 213,533 | 1,177,277 | — | 1,390,810 | |||||||||||||||
Thomas Kramer (3) |
2021 | 175,769 | 17,067,337 | 8,788 | 17,251,894 | |||||||||||||||
Chief Financial Officer |
||||||||||||||||||||
Niccolo de Masi (4) |
2021 | 11,000 | (5) |
— | — | 11,000 | ||||||||||||||
Former Chief Executive Officer |
(1) | The amounts in this column reflect the aggregate grant date fair value of the shares underlying option awards granted in the applicable year, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for stock-based compensation transactions. The assumptions we used in valuing these awards are described in Note 13 to our consolidated financial statements included elsewhere in this Annual Report. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. |
(2) | Amounts in this column represent 401(k) matching contribution for Mr. Chapman and Mr. Kramer. |
(3) | Mr. Kramer began employment with us on February 15, 2021. |
(4) | Mr. de Masi resigned as the chief executive officer upon closing of the business combination. |
(5) | Amount represents annual fees paid to Mr. de Masi for his service on our board of directors. |
Option Awards (5) |
Stock Awards (5) |
|||||||||||||||||||||||||||||||
Name |
Grant Date |
Vesting Commencement Date |
Number of securities underlying unexercised options (#) exercisable |
Number of securities underlying unexercised options (#) unexercisable |
Option exercise price ($) |
Option expiration date |
Number of shares or units of stock that have not vested (#) |
Market value of shares of units of stock that have not vested ($) |
||||||||||||||||||||||||
Peter Chapman |
5/17/2019 | 5/17/2019 | 4,183,402 | 3,913,503 | (1) |
$ | 0.13 | 5/16/2029 | — | — | ||||||||||||||||||||||
Jungsang Kim |
11/3/2020 | 12/31/2020 | 222,677 | 951,374 | (2) |
$ | 0.69 | 11/2/2030 | — | — | ||||||||||||||||||||||
3/4/2021 | 4/30/2021 | 60,714 | 344,131 | (2) |
$ | 2.39 | 3/3/2031 | — | — | |||||||||||||||||||||||
Thomas Kramer |
2/19/2021 | 2/15/2021 | — | 2,251,538 | (1) |
$ | 2.39 | 2/18/2031 | 225,158 | (3) |
3,760,139 | (4) | ||||||||||||||||||||
Niccolo de Masi |
— | — | — | — | — | — | — | — |
(1) | 10% of the shares of common stock underlying the option vested on the six month anniversary of the vesting commencement date and 1/54 th of the remaining shares shall vest on the last day of each month thereafter, subject to the holder remaining in continuous service with the Company on each vesting date. |
(2) | The shares of common stock underlying the option vested or shall vest 1/54 th on the last day of each month commencing on the Vesting Commencement Date, subject to the holder remaining in Continuous Service with the Company on each vesting date. |
(3) | Consists of shares of restricted stock issued pursuant to the early exercise of Mr. Kramer’s option award granted in February 2021 and that remain subject to our repurchase right in accordance with the vesting schedule of the option. |
(4) | The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our common stock on NYSE on December 31, 2021, the last trading day of the year, which was $16.70 per share. |
(5) | If a named executive officer experiences a covered termination during a change in control period, any then outstanding unvested shares of common stock subject to this option will become fully vested and exercisable. See the section below titled “—Change in Control Severance Plan” below for additional information. |
• | each chair of our audit, compensation and nominating and corporate governance committees receives an additional annual retainer of $20,000, $12,000 and $8,000, respectively; and |
• | each other member of our audit, compensation and nominating and corporate governance committees receives an additional annual retainer of $8,000, $6,000 and $4,000, respectively. |
Name |
Fees Earned or Paid in Cash ($) |
Option Awards (1)(5) ($) |
Total ($) |
|||||||||
Darla Anderson (3) |
— | — | — | |||||||||
Craig Barratt |
16,500 | 3,108,925 | (2) |
3,125,425 | ||||||||
Blake Byers |
10,500 | — | 10,500 | |||||||||
Ronald Bernal |
11,000 | — | 11,000 | |||||||||
Francesca Luthi (3) |
— | — | — | |||||||||
Inder M. Singh (4) |
1,900 | — | 1,900 | |||||||||
Charles E. Wert (3) |
— | — | — | |||||||||
Harry You |
12,500 | — | 12,500 |
(1) | The amounts reported in this column reflect the aggregate grant date fair value of the shares underlying option awards granted to our directors as computed in accordance with ASC Topic 718. See Note 13 to our consolidated financial statements included elsewhere in this Annual Report for a discussion of assumptions made us in determining the aggregate grant date fair value of our option awards. Note that the amounts reported in this column reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the directors upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. |
(2) | In connection with Mr. Barratt’s appointment to Legacy IonQ, he was granted a stock option to purchase 926,347 shares of our common stock. The shares of common stock underlying the option vested or shall vest 1/36 th on the last day of each month commencing on December 30, 2020, subject to the holder remaining in Continuous Service with the Company on each vesting date. The option contains an early exercisable provision and was fully exercised by Mr. Barratt. |
(3) | Resigned from our board of directors upon completion of the business combination on September 30, 2021. |
(4) | In January 2022, Mr. Singh received a Stock Option Award of 33,570 shares of our common stock and an RSU Award of 11,190 shares of our common stock in connection with his appointment to our board of directors in December 2021. |
(5) | The following table provides information regarding the aggregate number of equity awards granted to our non-employee directors that were outstanding as of December 31, 2021: |
Name |
Restricted Stock Outstanding at Year-End (#) |
Option Awards Outstanding at Year-End (#) |
||||||
Darla Anderson |
— | — | ||||||
Craig Barratt |
617,567 | (1) |
— | |||||
Blake Byers |
— | — | ||||||
Ronald Bernal |
— | — | ||||||
Francesca Luthi |
— | — | ||||||
Inder M. Singh |
— | — | ||||||
Charles E. Wert |
— | — | ||||||
Harry You |
— | — |
(1) | Consists of shares of restricted stock issued pursuant to the early exercise of the stock option granted to Mr. Barratt in connection with this appointment to Legacy IonQ that remain subject to our repurchase right in accordance with the vesting schedule of the stock option. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Name and Address of Beneficial Owner (1) |
Amount & Nature of Beneficial Ownership |
Percent of Class (Common Stock) |
||||||
5% Stockholders: |
||||||||
Entities affiliated with New Enterprise Associates (2) |
29,277,852 | 14.7 | % | |||||
Entities affiliated with GV (3) |
21,907,038 | 11.0 | % | |||||
Named Executive Officers and Directors: |
||||||||
Peter Chapman (4) |
4,723,194 | 2.3 | % | |||||
Jungsang Kim (5) |
7,623,390 | 3.4 | % | |||||
Thomas Kramer (6) |
675,464 | * | ||||||
Craig Barratt (7) |
926,347 | * | ||||||
Blake Byers |
300,000 | * | ||||||
Ronald Bernal (2) |
— | * | ||||||
Niccolo de Masi (8) |
— | * | ||||||
Inder M. Singh |
— | * | ||||||
Harry L. You (8) |
7,425,000 | 3.8 | % | |||||
All executive officers and directors as a group (11 persons) |
28,639,364 | 14.1 | % |
* | Less than 1%. |
(1) | Unless otherwise noted, the business address of each of the beneficial owners is c/o IonQ, Inc., 4505 Campus Drive, College Park, MD 20740. |
(2) | Consists of (i) 29,229,659 shares of common stock held by New Enterprise Associates 15, L.P. (“NEA 15”) and (ii) 48,193 shares of common stock held by NEA Ventures 2016, L.P (“NEA Ventures”). The shares directly held by NEA 15 are indirectly held by NEA Partners 15, L.P. (“NEA Partners 15”), the sole general partner of NEA 15, NEA 15 GP, LLC (“NEA 15 LLC”), the sole general partner of NEA Partners 15 and each of the individual managers of NEA 15 LLC. The individual Managers of NEA 15 LLC (collectively, the “Managers”) are Forest Baskett, Anthony A. Florence, Mohamad Makhzoumi, Peter Sonsini and |
Scott D. Sandell. The shares directly held by NEA Ventures are indirectly held by Karen P. Welsh, the general partner of NEA Ventures. NEA Partners 15, NEA 15 LLC and the Managers share voting and dispositive power with regard to the securities directly held by NEA 15. Ms. Welsh has voting and dispositive power with regard to the securities directly held by NEA Ventures. Ron Bernal, a member of our board of directors, and a Venture Partner at New Enterprise Associates, Inc. (“NEA”), has no voting or investment control over any of the shares held by NEA 15 and NEA Ventures. All indirect holders of the above referenced securities disclaim beneficial ownership therein except to the extent of their actual pecuniary interest. |
(3) | Consists of (i) 4,556,532 shares of common stock held by GV 2019, L.P. and (ii) 17,350,506 shares of common stock held by GV 2016, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C., (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the managing member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole voting and investment power over the securities held by GV 2019, L.P. GV 2016 GP, L.P. (the general partner of GV 2016, L.P.), GV 2016 GP, L.L.C. (the general partner of GV 2016 GP, L.P.), Alphabet Holdings LLC (the managing member of GV 2016 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole voting and investment power over the securities held by GV 2016, L.P. The principal business address of GV 2019, L.P., GV 2019 GP, L.P., GV 2019 GP, L.L.C., GV 2016, L.P., GV 2016 GP, L.P., GV 2016 GP, L.L.C., Alphabet Holdings LLC, XXVI Holdings Inc. and Alphabet Inc. is 1600 Amphitheatre Parkway, Mountain View, California 94043. |
(4) | Reflects shares of common stock issuable to Mr. Chapman pursuant to options exercisable within 60 days of March 15, 2022. |
(5) | Consists of (i) 6,422,352 shares of common stock held by Mr. Kim, (ii) 391,347 shares of common stock issuable to Mr. Kim pursuant to options exercisable within 60 days of March 15, 2022, and (iii) 809,691 shares of common stock held by the Jungsang Kim Irrevocable Trusts For Children, dated January 27, 2021. |
(6) | Consists of 675,464 shares of common stock held by Mr. Kramer, a portion of which are subject to a repurchase right. |
(7) | Consists of 926,347 shares of common stock held by the Barratt-Oakley Trust dated November 29, 2004, of which Mr. Barratt is a trustee. A portion of these shares are subject to a repurchase right. |
(8) | Consists of 7,425,000 shares of common stock held by dMY Sponsor III, LLC (the “Sponsor”). Each of Mr. You and Mr. de Masi are members of the Sponsor, and Mr. You is the manager of the Sponsor. Accordingly, Mr. You has voting and investment discretion with respect to the common stock held of record by the Sponsor. Mr. di Masi has no voting or investment control over any of the shares and disclaims any beneficial ownership of any securities held by the Sponsor. |
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights ($) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||||
(a) |
(b) |
(c) |
||||||||||
Equity compensation plans approved by stockholders: |
||||||||||||
2015 Equity Incentive Plan (1) |
22,133,210 | $ | 0.64 | — | ||||||||
2021 Equity Incentive Plan |
— | — | 26,235,000 | (2) | ||||||||
2021 Employee Stock Purchase Plan |
— | — | 5,354,000 | (3) | ||||||||
Equity compensation plans not approved by stockholders |
— | — | — | |||||||||
Total |
22,133,210 | $ | 0.64 | 31,589,000 |
(1) | Following the adoption of the 2021 Plan, no additional equity awards have been or will be granted under the 2015 Plan. |
(2) | The number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, beginning on January 1, 2022 and continuing through and including January 1, 2031, in an amount equal to (1) 5% of the fully-diluted common stock on December 31 of the preceding year (as defined in the 2021 Plan), or (2) a lesser number of shares of common stock determined by the board of directors prior to the date of the increase (which may be zero). Pursuant to the terms of the 2021 Plan, the number of shares available under the 2021 Plan was increased by 12,947,703 shares effective January 1, 2022. |
(3) | The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1 of each year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by the lesser of (1) 1% of the fully-diluted common stock on December 31 of the preceding calendar year (inclusive of the share reserve for the ESPP and of the 2021 Plan), (2) a number of shares equal to two times the initial share reserve, or (3) such lesser number of shares of common stock as determined by the board (which may be zero). Pursuant to the terms of the ESPP, no shares were added to the reserve on January 1, 2022. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
• |
the risks, costs, and benefits to us; |
• |
the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated; |
• |
the terms of the transaction; |
• |
the availability of other sources for comparable services or products; and |
• |
the terms available to or from, as the case may be, unrelated third parties. |
• |
the amounts involved exceeded or will exceed $120,000; and |
• |
any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. |
Shares of Series B-1 Preferred Stock |
Total Purchase Price |
|||||||
New Enterprise Associates 15, L.P. (1) |
896,748 |
$ |
4,999,998 |
|||||
GV 2019, L.P. (2) |
1,076,098 |
$ |
6,000,000 |
(1) |
Ronald Bernal, a member of our board of directors, is a partner of New Enterprise Associates 15, L.P., a beneficial owner of greater than 5% of our capital stock. |
(2) |
Blake Byers, a member of our board of directors, was previously a partner of GV 2019, L.P., a beneficial owner of greater than 5% of our capital stock. |
Stockholder |
Shares of dMY common stock |
Total Purchase Price |
||||||
Blake Byers (1) |
300,000 |
$ |
3,000,000 |
|||||
New Enterprise Associates 15, L.P. (2) |
200,000 |
$ |
2,000,000 |
|||||
GV 2016, L.P. (1) |
200,000 |
$ |
2,000,000 |
(1) |
Blake Byers, a member of our board of directors, was previously a partner of GV 2016, L.P., a beneficial owner of greater than 5% of our capital stock. |
(2) |
Ronald Bernal, a member of our board of directors, is a partner of New Enterprise Associates 15, L.P., a beneficial owner of greater than 5% of our capital stock. |
• |
sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, any shares of common stock held by it immediately after closing (including common stock acquired as part of the PIPE investment or issued in exchange for, or on conversion or exercise of, any securities issued as part of the PIPE investment), any shares of common stock issuable upon the exercise of options to purchase shares of common stock held by it immediately after closing, or any securities convertible into or exercisable or exchangeable for common stock held by it immediately after closing (the “Lock-Up Shares”), |
• |
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-Up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or |
• |
publicly announce any intention to effect any transaction specified in the foregoing clauses. |
Item 14. |
Principal Accountant Fees and Services. |
Fiscal Year |
||||||||
2021 |
2020 |
|||||||
Audit fees (1) |
$ |
1,510,000 |
$ |
425,000 |
||||
Audit-related fees |
$ |
— |
$ |
— |
||||
Tax fees |
$ |
— |
$ |
— |
||||
All other fees |
$ |
— |
$ |
— |
||||
|
|
|
|
|||||
Total fees |
$ |
1,510,000 |
$ |
425,000 |
||||
|
|
|
|
(1) |
Audit fees in 2021 consisted of fees billed for professional services rendered for the audit of IonQ, Inc.’s 2021 consolidated financial statements, the reviews of 2021 interim condensed consolidated financial statements, audit services in connection with the accounting for the business combination, and audit services provided in connection with other regulatory filings and offerings, including the regulatory filings associated with the business combination and related financings. Audit fees for 2020 consisted of fees billed for professional services rendered for the audit of Legacy IonQ’s consolidated financial statements (2019 and 2020), the reviews of the applicable historical interim condensed consolidated financial statements, and audit services provided in connection with other regulatory filings and offerings, including the regulatory filings associated with the business combination and related financings. |
Fiscal Year |
||||||||
2021 |
2020 |
|||||||
Audit fees (1) |
$ |
86,000 |
$ |
40,000 |
||||
Audit-related fees |
$ |
— |
$ |
— |
||||
Tax fees (2) |
$ |
8,000 |
$ |
— |
||||
All other fees |
$ |
— |
$ |
— |
||||
|
|
|
|
|||||
Total fees |
$ |
94,000 |
$ |
40,000 |
||||
|
|
|
|
(1) |
Audit fees in 2021 consisted of fees billed for professional services rendered for the audit of dMY’s restated 2020 annual financial statements, interim reviews of dMY’s quarterly financial statements, and services that were normally provided by Withum in connection with regulatory filings. Audit fees in 2020 include fees billed for professional services rendered for the audit of dMY’s annual financial statements and other required filings with the SEC. |
(2) |
Tax fees consisted of fees billed for professional services relating to tax compliance services. |
• |
all such services do not, in the aggregate, amount to more than 5% of the total fees paid by us to Ernst & Young during the fiscal year in which the services are provided; |
• |
such services were not recognized as non-audit services at the time of the relevant engagement; and |
• |
such services are promptly brought to the attention of and approved by the Audit Committee (or its delegate) prior to the completion of the annual audit. |
Item 15. |
Exhibit and Financial Statement Schedules. |
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
||||
F-8 |
Exhibit Number |
Description | |
2.1 |
||
3.1 |
||
3.2 |
||
4.1 |
||
4.2 |
||
4.3 |
||
10.1 |
Exhibit Number |
Description | |
10.2 |
||
10.3 |
||
10.4 |
||
10.5 |
||
10.6 |
||
10.7 |
||
10.8 |
||
10.9 |
||
10.10 |
||
10.11 |
||
10.12+ |
||
10.13+ |
||
10.14+ |
||
10.15+ |
||
10.16+ |
||
10.17+ |
||
10.18+ |
Exhibit Number |
Description | |
10.19+ |
||
10.20 |
||
10.21 |
||
10.22 |
||
10.23 |
||
10.24† |
||
10.25† |
||
10.26† |
||
10.27† |
||
10.28† |
||
10.29† |
||
10.30† |
||
10.31† |
* | 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 of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-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. |
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 |
Name |
Title |
Date | ||
/s/ Peter Chapman Peter Chapman |
President and Chief Executive Officer and Director (Principal Executive Officer) |
March 28, 2022 | ||
/s/ Thomas Kramer Thomas Kramer |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 28, 2022 | ||
/s/ Craig Barratt Craig Barratt |
Chairman of the Board of Directors |
March 28, 2022 | ||
/s/ Ronald Bernal Ronald Bernal |
Director |
March 28, 2022 | ||
/s/ Blake Byers Blake Byers |
Director |
March 28, 2022 | ||
/s/ Niccolo de Masi Niccolo de Masi |
Director |
March 28, 2022 |
/s/ Jungsang Kim Jungsang Kim |
Co-Founder, Chief Technology Officerand Director |
March 28, 2022 | ||
/s/ Inder M. Singh Inder M. Singh |
Director |
March 28, 2022 | ||
/s/ Harry You Harry You |
Director |
March 28, 2022 |
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
||||
F-8 |
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Short-term investments |
||||||||
Accounts receivable |
||||||||
Prepaid expenses and other current assets ($ |
||||||||
Total current assets |
||||||||
Long-term investments |
||||||||
Property and equipment, net |
||||||||
Operating lease right-of-use |
||||||||
Intangible assets, net |
||||||||
Other noncurrent assets ($ |
||||||||
Total Assets |
$ |
$ |
||||||
Liabilities, Convertible Redeemable Preferred Stock and Warrants, and Stockholders’ Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Current portion of operating lease liabilities ($ |
||||||||
Unearned revenue ($ |
||||||||
Current portion of stock option early exercise liabilities |
||||||||
Total current liabilities |
||||||||
Operating lease liabilities, net of current portion ($ |
||||||||
Unearned revenue, net of current portion |
||||||||
Stock option early exercise liabilities, net of current portion |
||||||||
Warrant liabilities |
||||||||
Total liabilities |
$ | $ | ||||||
Commitments and contingencies (see Note 9) |
||||||||
Convertible Redeemable Preferred Stock and Warrants: |
||||||||
Series A convertible redeemable preferred stock; $ |
||||||||
Series B convertible redeemable preferred stock; $ |
||||||||
Series B-1 convertible redeemable preferred stock; $ |
||||||||
Warrants for Series B-1 convertible redeemable preferred stock; after giving effect to the recapitalization there are |
||||||||
Stockholders’ Equity: |
||||||||
Common stock $ and |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Accumulated other comprehensive loss |
( |
) | ||||||
Total stockholders’ equity |
||||||||
Total Liabilities, Convertible Redeemable Preferred Stock and Warrants, and Stockholders’ Equity |
$ |
$ |
||||||
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Revenue |
$ | $ | ||||||
Costs and expenses: |
||||||||
Cost of revenue (excluding depreciation and amortization) |
||||||||
Research and development |
||||||||
Sales and marketing |
||||||||
General and administrative |
||||||||
Depreciation and amortization |
||||||||
|
|
|
|
|||||
Total operating costs and expenses |
||||||||
|
|
|
|
|||||
Loss from operations |
( |
) |
( |
) | ||||
Change in fair value of warrant liabilities |
( |
) | ||||||
Offering costs associated with warrants |
( |
) | ||||||
Other income (expense), net |
||||||||
|
|
|
|
|||||
Loss before benefit for income taxes |
( |
) |
( |
) | ||||
Benefit for income taxes |
||||||||
|
|
|
|
|||||
Net loss |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
|||||
Net loss per share attributable to common stockholders—basic and diluted |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Weighted average shares used in computing net loss per share attributable to common stockholders—basic and diluted |
||||||||
|
|
|
|
Year Ended December 31, | ||||||||
2021 | 2020 | |||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Other comprehensive loss, net of reclassification adjustments: |
||||||||
Unrealized loss on available-for-sale |
( |
) | ||||||
|
|
|
|
|||||
Total other comprehensive loss |
( |
) | ||||||
|
|
|
|
|||||
Total comprehensive loss |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
Convertible Redeemable Preferred Stock |
Stockholders’ Equity |
|||||||||||||||||||||||||||||||||||||||||||||||||||
Series A |
Series B |
Series B-1 |
Common Stock |
Additional Paid - in Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Total Stockholders’ Equity/(Deficit) |
|||||||||||||||||||||||||||||||||||||||||||||
Shares (1) |
Amount |
Shares (1) |
Amount |
Shares (1) |
Amount |
Shares (1) |
Amount |
|||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2019 |
$ |
$ |
$ |
( |
) |
( |
) | |||||||||||||||||||||||||||||||||||||||||||||
Retroactive application of recapitalization |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Adjusted balance, beginning of period |
— | — | — | — | — | — | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock in consideration for research and development arrangement |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Vesting of warrant issued to a customer |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Stock options exercised |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2020 |
— |
$ |
— |
— |
$ |
— |
— |
$ |
— |
( |
) |
|||||||||||||||||||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
) |
— |
( |
) | ||||||||||||||||||||||||||||||||||||||
Other comprehensive loss |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||||||||||||||||||||
Equity instruments issued in consideration for intellectual property and research and development arrangements |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||||||||
Stock options exercised |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||||||||
Merger and PIPE transaction, net of transaction costs |
— |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||||||||
Warrants exercised |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2021 |
— |
$ |
— |
— |
$ |
— |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
||||||||||||||||||||||||||||||||||
(1) |
The shares of the Company’s common and convertible redeemable preferred stock and warrants, prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio established in the Business Combination. Legacy IonQ’s convertible redeemable preferred stock and warrants previously classified as mezzanine equity were retroactively adjusted, converted into common stock, and reclassified to permanent equity because of the reverse recapitalization as described in Note 1. |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation and amortization |
||||||||
Non-cash research and development arrangements |
||||||||
Amortization of customer warrant |
||||||||
Offering costs associated with warrants |
||||||||
Stock-based compensation |
||||||||
Change in fair value of warrant liabilities |
||||||||
Other, net |
||||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
( |
) | ( |
) | ||||
Prepaid expenses and other current assets |
( |
) | ( |
) | ||||
Other noncurrent assets |
( |
) | ( |
) | ||||
Accounts payable |
||||||||
Accrued expenses |
||||||||
Operating lease liabilities |
( |
) | ( |
) | ||||
Unearned revenue |
||||||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
Cash flows from investing activities: |
||||||||
Purchases of property and equipment |
( |
) | ( |
) | ||||
Capitalized software development costs |
( |
) | ( |
) | ||||
Purchases of available-for-sale |
( |
) | ||||||
Intangible asset acquisition costs |
( |
) | ( |
) | ||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
Cash flows from financing activities: |
||||||||
Proceeds from stock options exercised |
||||||||
Repurchase of early exercised stock options |
( |
) | ||||||
Proceeds from public warrants exercised |
||||||||
Proceeds from merger and PIPE transaction, net of transaction costs |
||||||||
Net cash provided by financing activities |
||||||||
Net change in cash and cash equivalents |
( |
) | ||||||
Cash and cash equivalents at the beginning of the period |
||||||||
Cash and cash equivalents at the end of the period |
$ | $ | ||||||
Supplemental disclosures of non-cash investing and financing activities |
||||||||
Issuance of common stock for intellectual property |
$ | $ | ||||||
Issuance of common stock for research and development arrangement |
$ | $ | ||||||
Property and equipment purchases in accounts payable and accrued expenses |
$ | $ | ||||||
Intangible asset purchases in accounts payable and accrued expenses |
$ | $ | ||||||
Noncash reclassification of warrant liabilities to equity upon exercise |
$ | $ | ||||||
Vesting of customer warrants |
$ | $ |
• |
Level 1—Observable inputs, which include quoted prices in active markets; |
• |
Level 2—Observable inputs other than the quoted prices in active markets that are observable either directly or indirectly, such as quoted prices in markets that are not active, or other inputs such as broker quotes, benchmark yield curves, credit spreads and market interest rates for similar securities 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 using pricing models, discounted cash flow methodologies or similar techniques. |
2021 |
2020 |
|||||||
Billed accounts receivable |
$ | $ | ||||||
Unbilled accounts receivable |
||||||||
|
|
|
|
|||||
Total |
$ | $ |
Computer equipment and acquired computer software |
||
Machinery, equipment, furniture and fixtures |
||
Quantum computing systems |
||
Leasehold improvements |
1. | Identify the contract with the customer |
2. | Identify the performance obligations |
3. | Determine the transaction price |
4. | Allocate the transaction price to the performance obligations |
5. | Recognize revenue when (or as) the entity satisfies a performance obligation |
Year Ended December 31, |
||||||||
Numerator: |
2021 |
2020 |
||||||
Net loss attributable to common stockholders |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
||||||||
Weighted average shares used in computing net loss per share attributable to common stockholders—basic and diluted |
||||||||
Net loss per share attributable to common stockholders—basic and diluted |
$ | ( |
) | $ | ( |
) |
Year Ended December 31 |
||||||||
2021 |
2020 |
|||||||
Common stock options outstanding |
||||||||
Warrants to purchase common stock |
||||||||
Unvested common stock |
||||||||
Public and private warrants |
||||||||
Unvested founders’ shares |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
AS OF DECEMBER 31, 2021 |
AS OF DECEMBER 31, 2020 |
|||||||||||||||||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
|||||||||||||||||||||||||
Money market funds |
$ | $ | — | $ | — | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||
Commercial paper |
$ | $ | — | $ | ( |
) | $ | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||
Corporate notes and bonds |
( |
) | — | — | — | — | ||||||||||||||||||||||||||
Municipal bonds |
— | — | — | — | — | — | ||||||||||||||||||||||||||
US government and agency |
( |
) | — | — | — | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total cash equivalents and investments |
$ |
$ |
$ |
( |
) |
$ |
$ |
$ |
— |
$ |
— |
$ |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year or Less |
1 Year or Greater |
Total |
||||||||||
Money market funds |
$ | $ | — | $ | ||||||||
Commercial paper |
— | |||||||||||
Corporate notes and bonds |
||||||||||||
Municipal bonds |
— | |||||||||||
US government and agency |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
Fair Value Measured as of December 31, 2021: |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
Cash equivalents: |
||||||||||||||||
Money market funds (1) |
$ | $ | — | $ | — | $ | ||||||||||
Commercial paper |
— | — | ||||||||||||||
US government and agency |
— | — | ||||||||||||||
Total cash equivalents |
||||||||||||||||
Short-term investments: |
||||||||||||||||
Commercial paper |
— | — | ||||||||||||||
Corporate notes and bonds |
— | — | ||||||||||||||
Municipal bonds |
||||||||||||||||
US government and agency |
— | — | ||||||||||||||
Total short-term investments |
— | — | ||||||||||||||
Long-term investments |
||||||||||||||||
Corporate notes and bonds |
— | — | ||||||||||||||
US government and agency |
— | — | ||||||||||||||
Total long-term investments |
— | — | ||||||||||||||
Total Assets |
$ | $ | — | $ | ||||||||||||
Liabilities: |
||||||||||||||||
Public warrants |
$ | $ | — | $ | — | $ |
Fair Value Measured as of December 31, 2020: |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
Cash and cash equivalents (1) |
$ | $ | — | $ | — | $ | ||||||||||
|
|
|
|
|
|
|
|
(1) | Includes money market funds associated with the Company’s overnight investment sweep account. |
December 3, 2021 |
||||
Exercise price |
$ | |||
Stock price |
$ | |||
Volatility |
% | |||
Term |
||||
Risk-free rate |
% | |||
Dividend yield |
% |
Private placement warrants |
||||
Fair value as of December 31, 2020 |
$ |
|||
Assumed as part of the Business Combination |
||||
Change in valuation inputs |
||||
Exercise of private placement warrants |
( |
) | ||
|
|
|||
Fair Value as of December 31, 2021 |
$ |
|||
|
|
2021 |
2020 |
|||||||
Computer equipment and acquired computer software |
$ | $ | ||||||
Machinery, equipment, furniture and fixtures |
||||||||
Leasehold improvements |
||||||||
Quantum computing systems |
||||||||
|
|
|
|
|||||
Gross property and equipment |
||||||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net property and equipment |
$ |
$ |
||||||
|
|
|
|
December 31, 2021 |
||||||||||||||
Weighted Average Useful Life (Years) |
Gross Carrying Amount |
Accumulated Amortization |
Net Amount |
|||||||||||
Patents |
$ | $ | ( |
) | $ | |||||||||
Trademark |
Indefinite | — | ||||||||||||
Website and other |
( |
) | ||||||||||||
Internally developed software |
( |
) | ||||||||||||
|
|
|
|
|
|
|||||||||
Total |
$ |
$ |
( |
) |
$ |
|||||||||
|
|
|
|
|
|
December 31, 2020 |
||||||||||||||
Weighted Average Useful Life (Years) |
Gross Carrying Amount |
Accumulated Amortization |
Net Amount |
|||||||||||
Patents |
$ | $ | ( |
) | $ | |||||||||
Trademark |
Indefinite | — | ||||||||||||
Website and other |
( |
) | ||||||||||||
Internally developed software |
( |
) | ||||||||||||
|
|
|
|
|
|
|||||||||
Total |
$ |
$ |
( |
) |
$ |
|||||||||
|
|
|
|
|
|
Year ending December 31, |
||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
|
|
|||
Total |
$ |
• | 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 ( |
2021 |
2020 |
|||||||
Accrued salaries and other payroll liabilities |
$ | $ | ||||||
Accrued accounting and tax liabilities |
||||||||
Accrued expenses - other |
||||||||
|
|
|
|
|||||
Total accrued expenses |
$ |
$ |
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Stock options outstanding |
||||||||
Warrants to acquire common stock |
||||||||
Public warrants outstanding |
||||||||
Shares available for future grant |
||||||||
Total common stock reserved |
||||||||
• | in whole and not in part; |
• |
• |
• | if, and only if, the closing price of common stock equals or exceeds $ |
• |
in whole and not in part; |
• |
at $ |
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 $ |
2021 |
2020 |
|||||||
Risk-free interest rate |
% | % | ||||||
Expected term (in years) |
||||||||
Expected volatility |
% | % | ||||||
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 |
$ | $ | ||||||||||||||
Granted |
||||||||||||||||
Exercised |
( |
) | ||||||||||||||
Cancelled/ Forfeited |
( |
) | ||||||||||||||
Outstanding as of December 31, 2020 |
||||||||||||||||
Granted |
||||||||||||||||
Exercised |
( |
) | ||||||||||||||
Cancelled/ Forfeited |
( |
) | ||||||||||||||
Outstanding as of December 31, 2021 |
||||||||||||||||
Exercisable as of December 31, 2021 |
$ | $ | ||||||||||||||
Exercisable and expected to vest at December 31, 2021 |
$ | $ |
Number of Unvested Restricted Shares |
Weighted- Average Grant Date Fair Value per Share |
|||||||
Unvested Balance as of December 31, 2019 |
||||||||
Vested |
( |
) | ||||||
|
|
|
|
|||||
Unvested Balance as of December 31, 2020 |
$ | |||||||
|
|
|
|
Years Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Cost of revenue |
$ | $ | — | |||||
Research and development |
||||||||
Sales and marketing |
— | |||||||
General and administrative |
||||||||
|
|
|
|
|||||
Stock-based compensation, net of amounts capitalized |
||||||||
Capitalized stock-based compensation—Intangibles and fixed assets |
||||||||
Capitalized stock-based compensation—Other current assets |
||||||||
|
|
|
|
|||||
Total stock-based compensation |
$ | $ | ||||||
|
|
|
|
Years Ended December 31, |
||||||||
2021 |
2020 |
|||||||
U.S federal statutory income tax rate |
% |
% | ||||||
State and local income taxes |
% |
% | ||||||
R&D tax credits |
% |
% | ||||||
Stock-based compensation |
- |
% |
- |
% | ||||
Warrant expense |
- |
% |
||||||
Change in tax rates |
- |
% | ||||||
Valuation allowance |
- |
% |
- |
% | ||||
Other |
- |
% |
||||||
Effective tax rate |
% |
% |
2021 |
2020 |
|||||||
Deferred tax assets: |
||||||||
Accrued bonus |
||||||||
Deferred revenue |
||||||||
Non-qualified stock compensation |
||||||||
Accrued expenses |
||||||||
Warrant expenses |
||||||||
Depreciation and amortization |
||||||||
Other |
||||||||
Lease liabilities |
||||||||
R&D credit carryforwards |
||||||||
Net operating loss carryforwards |
||||||||
|
|
|
|
|||||
Total deferred tax assets |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total deferred tax assets net of valuation allowance |
||||||||
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
||||||||
Depreciation and amortization |
( |
) | ||||||
Right of use assets |
( |
) |
( |
) | ||||
Capitalized patents |
— |
( |
) | |||||
Internally developed software |
( |
) | ||||||
Capitalized R&D costs |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Total deferred tax liabilities |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Net deferred tax assets (liabilities) |
||||||||
|
|
|
|
2021 |
2020 |
|||||||
Operating lease cost (1) |
||||||||
Fixed lease cost |
$ | $ | ||||||
Short-term cost |
||||||||
|
|
|
|
|||||
Total operating lease cost |
$ | $ | ||||||
|
|
|
|
(1) | |
Years Ended December 31, |
||||||||
2021 | 2020 | |||||||
Cost of revenue |
$ |
$ |
— | |||||
Research and development |
||||||||
Sales and marketing |
— | |||||||
General and administrative |
||||||||
Total |
$ |
$ |
Year Ended December 31 |
||||||||
2021 |
2020 |
|||||||
Cash payments included in the measurement of operating lease liabilities |
$ |
$ |
||||||
Operating lease right-of-use assets recognized in exchange for new operating lease obligations |
Amount |
||||
Year Ending December 31, |
||||
2022 |
$ |
|||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
|
|
|||
Total lease payments |
||||
Less: imputed interest |
( |
) | ||
|
|
|||
Present value of operating lease liabilities |
$ |
|||
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Revenue |
— | |||||||
Cost of Revenue |
— | |||||||
Research and Development |
||||||||
Sales and Marketing |
— | |||||||
General and administrative |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Assets |
||||||||
Prepaid expenses and other current assets |
||||||||
Operating lease right-of-use |
||||||||
Other noncurrent assets |
||||||||
Liabilities |
||||||||
Accounts payable |
||||||||
Current operating lease liabilities |
||||||||
Unearned revenue |
— | |||||||
Non-current operating lease liabilities |