8-K
false 0001824920 0001824920 2022-11-14 2022-11-14 0001824920 us-gaap:CommonStockMember 2022-11-14 2022-11-14 0001824920 us-gaap:WarrantMember 2022-11-14 2022-11-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2022

 

 

IonQ, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39694   85-2992192

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4505 Campus Drive

College Park, MD

    20740
(Address of principal executive offices)     (Zip Code)

(301) 298-7997

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   IONQ   New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   IONQ WS   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 


Item 2.02.

Results of Operations and Financial Condition.

On November 14, 2022, IonQ, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information provided in this Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit
No.
  

Description

99.1    Press Release, dated November 14, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    IonQ, Inc.
Dated: November 14, 2022     By:  

/s/ Laurie Babinski

      Laurie Babinski
      General Counsel and Corporate Secretary

Exhibit 99.1

IonQ Announces Third Quarter 2022 Financial Results

Third Quarter Results of $2.8M in Revenue and $16.4M in Bookings, On Track for 2022 Targets

Signs Groundbreaking $13.4M Contract with the U.S. Air Force Research Lab

Achieves 2022 Technical Milestone of 25 Algorithmic Qubits, Increases Power of IonQ Aria by 4x

Maintains 2022 Full Year Guidance

College Park, MD - IonQ (NYSE: IONQ), a leader in quantum computing, today announced financial results for the quarter ended September 30, 2022.

“The third quarter represented an important inflection point in business momentum for IonQ,” said Peter Chapman, President and CEO of IonQ. “During the quarter, we announced a $13.4 million contract with the U.S. Air Force Research Lab, which represents a major step in hitting our bookings goal for the year and in the public-private effort to bring quantum technology into the mainstream. We also achieved our technical milestone for the year of 25 algorithmic qubits, setting an industry-wide record and representing a 4x improvement in the computational power of IonQ Aria.”

“This morning, we announced that IonQ is now a trusted provider of quantum technology to Dell Technologies, one of the world’s foremost names in computing hardware. Together with Dell, we will be introducing powerful and groundbreaking new hybrid quantum-classical compute solutions to the market,” noted Chapman. “We are pleased with our third quarter progress and look forward to continuing to deliver on our track record of success.”

Third Quarter 2022 Financial Highlights

 

   

IonQ recognized revenue of $2.8 million for the third quarter, above the midpoint of the previously provided range, compared to $233 thousand in the prior year period.

 

   

IonQ achieved bookings of $16.4 million for the third quarter. As IonQ has noted on prior calls, management continues to expect bookings to be lumpy for quite some time.

 

   

Cash, cash equivalents and investments were $555.8 million as of September 30, 2022.

 

   

Net loss was $24.0 million and Adjusted EBITDA was ($13.4) million.* Excluded from Adjusted EBITDA is, among other adjustments, a non-cash loss of $1.2 million related to the change in the fair value of IonQ’s warrant liabilities.*

 

*

Adjusted EBITDA is a non-GAAP financial measure defined under “Non-GAAP Financial Measures,” and is reconciled to net loss, its closest comparable GAAP measure, at the end of this release.

Commercial Highlights

 

   

In September, the United States Air Force Research Lab (AFRL) announced a multi-part, $13.4 million contract with IonQ. IonQ will supply cloud access to compute on its cutting-edge trapped ion systems and certain hardware components to further research in quantum networking.

 

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IonQ announced a project with the Oak Ridge National Laboratory, part of the U.S. Department of Energy, to research benchmark circuits for the discovery of new quantum chemistry applications.

 

   

IonQ announced a new partnership with Dell Technologies to offer joint customers a world-class hybrid computing solution, allowing for the seamless transitioning of workloads between the world’s leading quantum and classical computing hardware systems.

Technical Highlights

 

   

IonQ increased the computational power of its Aria system by approximately 4x, now reaching #AQ 25, up from #AQ 23. Aria was already believed to be the most powerful quantum computer known, and has now achieved IonQ’s #AQ technical milestone for 2022. Aria is available to the public via cloud access on Microsoft’s Azure Quantum Cloud.

 

   

IonQ announced a next generation custom chip called the multilayered glass trap (MGT), which utilizes multiple layers to route wires across the chip to enable higher qubit count per chip.

2022 Financial Outlook

 

   

For the fourth quarter of 2022, IonQ is expecting revenue of between $2.9 million and $3.4 million.

 

   

For the full year 2022, IonQ is reiterating the previously stated revenue outlook range of $10.2 million to $10.7 million.

 

   

IonQ is maintaining its previously stated bookings range of $23 million to $27 million for the full year 2022.

 

   

IonQ notes that United States government investment in quantum information science R&D nearly doubled from 2019 to 2022, going from a reported $449 million to a requested $877 million.

Third Quarter 2022 Conference Call

IonQ will host a conference call today at 4:30 p.m. Eastern time to review the Company’s financial results for the quarter ended September 30, 2022. The call will be accessible by telephone at 877-407-4018 (domestic) or 201-689-8471 (international) using passcode 13733574. The call will also be available live via webcast on the Company’s website. A telephone replay of the conference call will be available at 844-512-2921 or 412-317-6671 with access code 13733574 and will be available until 11:59 PM Eastern time, November 28, 2022. An archive of the webcast will also be available shortly after the call and will remain available for 90 days.

Non-GAAP Financial Measures

To supplement IonQ’s condensed consolidated financial statements presented in accordance with GAAP, we use non-GAAP measures of certain components of financial performance. Adjusted EBITDA is a financial measure that is not required by or presented in accordance with GAAP. Management believes that this measure provides investors an additional meaningful method to evaluate certain aspects of the company’s results period over period. Adjusted EBITDA is defined as net loss before interest income, net, interest expense, benefit from income taxes, depreciation and amortization expense, stock-based compensation, change in fair value of assumed warrant liabilities, offering cost associated with warrants, and other non-recurring non-operating income and expenses. IonQ uses Adjusted EBITDA to measure the operating performance of its business, excluding specifically identified items that it does not believe directly reflects its core operations and may not be indicative of recurring operations. The presentation of non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the financial results

 

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prepared in accordance with GAAP, and IonQ’s non-GAAP measures may be different from non-GAAP measures used by other companies. For IonQ’s investors to be better able to compare the Company’s current results with those of previous periods, IonQ shows a reconciliation of GAAP to non-GAAP financial measures at the end of this release.

About IonQ

IonQ, Inc. is a leader in quantum computing, with a proven track record of innovation and deployment. IonQ’s current generation quantum computer, IonQ Forte, is the latest in a line of cutting-edge systems, including IonQ Aria, a system that boasts industry-leading 25 algorithmic qubits. Along with record performance, IonQ has defined what it believes is the best path forward to scale.

IonQ is the only company with its quantum systems available through the cloud on Amazon Braket, Microsoft Azure, and Google Cloud, as well as through direct API access. IonQ was founded in 2015 by Christopher Monroe and Jungsang Kim based on 25 years of pioneering research. To learn more, visit www.ionq.com.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions are intended to identify forward-looking statements. These statements include those related to the Company’s ability to further develop and advance its quantum computers and achieve scale, including by continuing to improve its algorithmic qubits at the same pace or at all; the potential benefits of quantum computing and IonQ’s collaborations and partnerships, including its new partnership with Dell Technologies, contract with the AFRL and/or project with Oak Ridge National Laboratory, the success or outcome of new contracts entered into with IonQ customers, IonQ’s market opportunity, anticipated growth, and future financial performance, including management’s financial outlook for the fourth quarter and full year 2022. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: market adoption of quantum computing solutions and the Company’s products, services and solutions; the ability of the Company to protect its intellectual property; changes in the competitive industries in which the Company operates; changes in laws and regulations affecting the Company’s business; the Company’s ability to implement its business plans, forecasts and other expectations, and identify and realize additional partnerships and opportunities; and the risk of downturns in the market and the technology industry including, but not limited to, as a result of the COVID-19 pandemic and/or increased inflationary pressures. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of IonQ’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 and other documents filed by the Company from time to time with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.

 

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IonQ, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except share and per share data)

 

     Three Months Ended     Nine Months Ended  
     September 30,     September 30,  
     2022     2021     2022     2021  

Revenue

   $ 2,763     $ 233     $ 7,324     $ 451  

Costs and expenses:

        

Cost of revenue (excluding depreciation and amortization)

     733       234       2,043       742  

Research and development

     13,292       6,180       30,282       15,311  

Sales and marketing

     1,969       1,286       5,971       2,384  

General and administrative

     10,149       2,461       26,901       8,321  

Depreciation and amortization

     1,531       596       4,248       1,543  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     27,674       10,757       69,445       28,301  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (24,911     (10,524     (62,121     (27,850

Change in fair value of warrant liabilities

     (1,151     —         28,358       —    

Interest income, net

     2,059       —         3,926       —    

Offering costs associated with warrants

     —         (4,259     —         (4,259

Other income (expense), net

     20       2       (27     7  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before benefit for income taxes

     (23,983     (14,781     (29,864     (32,102

Benefit for income taxes

     —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (23,983   $ (14,781   $ (29,864   $ (32,102
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share attributable to common stockholders - basic and diluted

   $ (0.12   $ (0.12   $ (0.15   $ (0.27

Weighted average shares used in computing net loss per share attributable to common stockholders - basic and diluted

     198,301,240       120,605,457       197,255,965       119,535,167  

 

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IonQ, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands)

 

     September 30,     December 31,  
     2022     2021  

Assets:

    

Current assets:

    

Cash and cash equivalents

   $ 57,198     $ 399,025  

Short-term investments

     348,435       123,443  

Accounts receivable

     2,876       707  

Prepaid expenses and other current assets

     8,134       6,442  
  

 

 

   

 

 

 

Total current assets

     416,643       529,617  

Long-term investments

     150,154       80,110  

Property and equipment, net

     25,065       18,870  

Operating lease right-of-use assets

     3,824       4,032  

Intangible assets, net

     7,600       5,841  

Other noncurrent assets

     3,315       3,558  
  

 

 

   

 

 

 

Total Assets

   $ 606,601     $ 642,028  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity:

    

Current liabilities:

    

Accounts payable

   $ 5,042     $ 1,882  

Accrued expenses

     8,177       2,647  

Current portion of operating lease liabilities

     582       568  

Unearned revenue

     4,700       3,430  

Current portion of stock option early exercise liabilities

     1,130       1,164  
  

 

 

   

 

 

 

Total current liabilities

     19,631       9,691  

Operating lease liabilities, net of current portion

     3,512       3,643  

Unearned revenue, net of current portion

     741       1,533  

Stock option early exercise liabilities, net of current portion

     1,122       1,969  

Warrant liabilities

     5,598       33,962  

Other noncurrent liabilities

     367       —    
  

 

 

   

 

 

 

Total liabilities

   $ 30,971     $ 50,798  

Stockholders’ Equity:

    

Common stock

     20       19  

Additional paid-in capital

     760,389       737,150  

Accumulated deficit

     (175,655     (145,791

Accumulated other comprehensive loss

     (9,124     (148
  

 

 

   

 

 

 

Total stockholders’ equity

     575,630       591,230  
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 606,601     $ 642,028  
  

 

 

   

 

 

 

 

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IonQ, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

 

     Nine Months Ended  
     September 30,  
     2022     2021  

Cash flows from operating activities:

    

Net loss

   $ (29,864   $ (32,102

Adjustments to reconcile net loss to net cash used in operating activities:

    

Depreciation and amortization

     4,248       1,543  

Non-cash research and development arrangements

     390       1,205  

Amortization of customer warrant

     —         219  

Stock-based compensation expense

     22,561       5,929  

Change in fair value of warrant liabilities

     (28,358     —    

Offering costs associated with warrants

     —         4,259  

Other, net

     (38     184  

Changes in operating assets and liabilities:

    

Accounts receivable

     (1,135     (3,691

Prepaid expenses and other current assets

     (1,842     (3,950

Accounts payable

     2,992       (1,191

Accrued expenses

     1,996       1,714  

Unearned revenue

     (555     4,084  

Other assets and liabilities

     (180     (54
  

 

 

   

 

 

 

Net cash used in operating activities

     (29,785     (21,851
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (8,381     (5,295

Capitalized software development costs

     (1,491     (1,205

Intangible asset acquisition costs

     (598     (414

Purchases of available-for-sale securities

     (488,887     —    

Maturities and sales of available-for-sale securities

     185,150       —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (314,207     (6,914
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from stock options exercised

     953       5,424  

Tax withholding receipts related to vested and released restricted stock units

     1,212       —    

Tax withholding payments related to vested and released restricted stock units

     (17     —    

Proceeds from public warrants exercised

     17       —    

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

     2,165       579,939  
  

 

 

   

 

 

 

Net change in cash and cash equivalents

     (341,827     551,174  

Cash and cash equivalents at the beginning of the period

     399,025       36,120  
  

 

 

   

 

 

 

Cash and cash equivalents at the end of the period

   $ 57,198     $ 587,294  
  

 

 

   

 

 

 

 

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IonQ, Inc.

Reconciliation of Net Loss to Adjusted EBITDA

(unaudited)

(in thousands)

 

     Three Months Ended     Nine Months Ended  
     September 30,     September 30,  
     2022     2021     2022     2021  

Net loss

   $ (23,983   $ (14,781   $ (29,864   $ (32,102

Interest income, net

     (2,059     —         (3,926     —    

Interest expense

     —         —         —         —    

Benefit for income taxes

     —         —         —         —    

Depreciation and amortization expense

     1,531       596       4,248       1,543  

Stock-based compensation

     10,005       2,055       22,561       5,929  

Change in fair value of assumed warrant liabilities

     1,151       —         (28,358     —    

Offering cost associated with warrants

     —         4,259       —         4,259  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ (13,355   $ (7,871   $ (35,339   $ (20,371
  

 

 

   

 

 

   

 

 

   

 

 

 

IonQ Media Contact:

[email protected]

IonQ Investor Contact:

[email protected]

 

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