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
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Date of Report (Date of earliest event reported): February 26, 2024 |
IonQ, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-39694 |
85-2992192 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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4505 Campus Drive |
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College Park, Maryland |
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20740 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 301 298-7997 |
(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:
☐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:
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Title of each class
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Trading
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Name of each exchange on which registered
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Common stock, par value $0.0001 per share |
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IONQ |
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New York Stock Exchange |
Warrants, each exercisable for one share of common stock for $11.50 per share |
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IONQ WS |
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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 February 28, 2024, IonQ, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2023. 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 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 26, 2024, the Board of Directors (the “Board”) of the Company increased the size of the Board from nine to ten directors and, following the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Robert Thomas Cardillo and William Francis Scannell to serve as members of the Board, effective on February 26, 2024. Mr. Cardillo was appointed as a Class II director whose term will expire at the Company’s 2026 Annual Meeting of Stockholders, and Mr. Scannell was appointed as a Class III director whose term will expire at the Company’s 2024 Annual Meeting of Stockholders. The Board has determined that Mr. Cardillo and Mr. Scannell are “independent” pursuant to the rules of The New York Stock Exchange (“NYSE”) and other governing laws and applicable regulations.
Since April 2021, Mr. Cardillo has served as Chief Strategist at Planet Labs PBC, a publicly listed company. Until February 2019, Mr. Cardillo was the sixth Director of the National Geospatial-Intelligence Agency. Mr. Cardillo is the Chairman of the Board of Planet Federal, an Outside Director at Seerist Federal and an Independent Director on the Board of SynthetAIc. Mr. Cardillo served as a director on the boards of AGI and Enview, each private companies which were acquired by public companies – AGI by ANSER (2020) and Enview by Matterport (2022). Mr. Cardillo earned a Bachelor of Arts in Government from Cornell University in 1983 and a Master of Arts in National Security Studies from Georgetown University in 1988. In 2019, Mr. Cardillo received an honorary Doctorate of Humane Letters from Saint Louis University.
Since September 2016, Mr. Scannell has served as President, Global Sales & Customer Operations at Dell Technologies Inc., a publicly listed company. Prior to this role, Mr. Scannell oversaw Global Enterprise Sales & Customer Operations at Dell Technologies, Inc. and Global Sales at EMC Corporation (acquired by Dell Technologies, Inc. in 2016). Mr. Scannell began his career as a sales representative for EMC Corporation in 1986, and has served in several other roles in addition to those mentioned above. Mr. Scannell holds a Bachelor of Science degree in business management from Northeastern University.
There is no arrangement or understanding between Messrs. Cardillo and Scannell and any other person pursuant to which they were each selected as directors, and there is no family relationship between Messrs. Cardillo or Scannell and any of the Company’s other directors or executive officers. There are no transactions between Messrs. Cardillo or Scannell and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
As non-employee directors of the Company, Messrs. Cardillo and Scannell are eligible to participate in the Company’s Non-Employee Director Compensation Policy, pursuant to which they will each receive an annual base retainer of $30,000 per year for service on the Board, and an initial equity award with a dollar-denominated value of $400,000. The initial equity award (i) will be made pursuant to the Company’s 2021 Equity Incentive Plan, (ii) will consist of restricted stock units and an option to purchase the Company’s common stock, and (iii) will vest over a three-year period, with one-third of the initial grant vesting on each anniversary of the grant date, such that the initial grant is fully vested on the third anniversary of the date of grant, subject to continued board service.
In connection with Messrs. Cardillo and Scannell’s election to the Board, the Company and Messrs. Cardillo and Scannell entered into the Company’s standard form of indemnification agreement, the form of which was filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-260008), filed with the U.S. Securities and Exchange Commission on October 4, 2021. This agreement requires the Company to indemnify Messrs. Cardillo and Scannell, to the fullest extent permitted by Delaware law, for certain liabilities to which they each may become subject as a result of their respective affiliation with the Company.
Item 7.01 Regulation FD Disclosure.
A copy of the press release including an announcement of the appointments of Messrs. Cardillo and Scannell to the Board has been 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.
(d) Exhibits.
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.
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IonQ, Inc. |
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Date: |
February 28, 2024 |
By: |
/s/ Thomas Kramer |
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Thomas Kramer
Chief Financial Officer |
Exhibit 99.1
IonQ Announces Fourth Quarter and Full Year 2023 Financial Results
Full Year Results of $22.0 Million in Revenue, Above High End of Range
Full Year Results of $65.1 Million in Bookings, Above High End of Range, with Strong Pipeline Entering 2024
Fourth Quarter Results of $6.1 Million in Revenue, High End of Range
Achieved 2024 Technical Milestone of #AQ 35 in December 2023, a Full Year Early
Doubled Compute Space Performance Again, Reaching #AQ 36 in January 2024
Achieved First Major Milestone on Implementing Photonic Interconnects for Networked QPUs
COLLEGE PARK, Md.—(BUSINESS WIRE)— IonQ (NYSE: IONQ), a leader in the quantum computing industry, today announced financial results for the quarter and full year ended December 31, 2023.
“IonQ had a landmark year in 2023, meeting and exceeding our financial expectations, and accomplishing our technical goals early,” said Peter Chapman, President and CEO of IonQ. “We sold four systems, unveiled the designs for our upcoming generations, and opened our new Seattle manufacturing facility to begin producing more systems to fulfill our growing pipeline. IonQ’s pipeline for 2024 is stronger than ever, and our sale of two systems in Europe last year is accelerating interest in system purchases, especially in Europe.”
“With the rise of generative AI, we are increasingly hearing from customers about the prohibitively expensive and lengthy compute resources–upwards of $1 billion and 3 months–required to train certain large language models. We estimate that to fully simulate 64 algorithmic qubits, you would need 3.6 billion GPUs, and that by shifting AI workloads to our increasingly powerful quantum computers, IonQ can help address the world’s next great computing challenge. We are eager to work with our customers on the next era of computing and networking in 2024 and beyond.”
Financial Highlights
●IonQ recognized revenue of $6.1 million for the quarter and $22.0 million for the full year, putting results at the high end and above the high end of the respective financial outlook range. This represents 98% annual growth compared to $11.1 million in the prior year.
●IonQ achieved $6.7 million in new bookings for the fourth quarter and $65.1 million for the full year, above the high end of the full year financial outlook range. This represents 166% annual growth compared to $24.5 million in the prior year.
●Cash, cash equivalents and investments were $455.9 million as of December 31, 2023.
●Net loss was $41.9 million and Adjusted EBITDA loss was $20.0 million for the fourth quarter. As for the full year 2023, net loss was $157.8 million and Adjusted EBITDA loss was $77.7 million, ahead of IonQ’s full year Adjusted EBITDA financial outlook.* Exclusions from Adjusted EBITDA include a non-cash gain in the fourth quarter of $7.6 million and a full year 2023 loss of $19.2 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.
Corporate Highlights
●IonQ today announced the appointment of Robert Cardillo, former Director of the National Geospatial-Intelligence Agency, to its Board of Directors. In this role, Cardillo will seek to expand upon IonQ’s work with the U.S. government in establishing public-private partnerships that position the U.S. as a global leader in the quantum economy.
●IonQ today announced the appointment of Bill Scannell, President of Global Sales and Customer Operations at Dell Technologies, to its Board of Directors. As a member of the Board of Directors, Scannell will provide input and direction for IonQ’s system sales strategy and help strengthen the company’s leadership position in the quantum economy.
Technical Highlights
●IonQ achieved its 2024 technical milestone of #AQ 35 on IonQ Forte in December 2023, a full year ahead of schedule. At #AQ 35, IonQ expects its systems may be more commercially practical than the world’s most powerful quantum simulators for certain applications. These systems will now be more useful than ever for tackling quantum applications, such as those in quantum machine learning and quantum chemistry.
●IonQ today announced that it has furthered its performance leadership by achieving #AQ 36 in January 2024, also on IonQ Forte. Achieving #AQ 36 roughly doubles the computational space that Forte can now consider, relative to its performance at #AQ 35.
●IonQ announced that it had achieved its first major milestone in implementing photonic interconnects, the core technology that will allow IonQ to scale compute and networking between multiple quantum processing units (QPUs). IonQ can now generate photons entangled with ions repeatedly and reproducibly, creating a quantum state which will allow future quantum systems to communicate and transfer information between each other.
●IonQ today announced that it has demonstrated its forthcoming photonic integrated circuit, or PIC, technology in a lab setting. This technology will allow for the light that controls qubits to be routed directly to QPUs, enabling superior performance and form factors for future generations of IonQ quantum computers.
Commercial Highlights
●IonQ announced the start of construction on its first production-class IonQ Forte Enterprise systems in its Seattle manufacturing facility, with plans to begin delivery to customers by the end of 2024. These #AQ 35 systems will feature modular rack-mounted form factors designed to fit seamlessly into customers’ data centers.
●IonQ announced the availability of IonQ Forte through Amazon Braket Direct, a fully managed, white glove quantum computing service from Amazon Web Services. Customers can use Braket Direct to reserve dedicated capacity on different quantum devices and connect with quantum computing experts for hands-on support.
●IonQ announced a predictive maintenance project with Thompson Machinery, a Caterpillar dealer serving parts of Tennessee and Mississippi, to deploy a quantum machine learning model tasked with detecting potential failures in equipment and compare it directly to a classical model. The quantum model was more likely to detect failures, did so with more precision, and shows promise of being economically significant.
●Earlier this month, IonQ was joined by U.S. Senator Maria Cantwell from the State of Washington to inaugurate the Company’s new Seattle production facility with a ribbon cutting ceremony. Responding to an uptick in customer demand, IonQ has already decided to increase the footprint of this facility by 50%.
2024 Financial Outlook
●For the full year 2024, IonQ expects revenue to be between $37.0 million and $41.0 million, with between $6.5 million and $7.5 million for the first quarter.
●IonQ anticipates full year 2024 bookings of between $70 million and $90 million.
●IonQ anticipates an Adjusted EBITDA** loss of $110.5 million for the full year 2024 at the midpoint of the revenue outlook provided above.
** Adjusted EBITDA is a non-GAAP financial measure defined under “Non-GAAP Financial Measures.” The Company cannot provide a reconciliation between its forecasted Adjusted EBITDA and net loss without unreasonable effort due to the unavailability of estimates for stock-based compensation and change in fair value of assumed warrant liabilities, as these items are not within the Company’s control, may vary greatly between periods and could significantly impact future financial results.
Fourth Quarter 2023 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 fourth quarter and full year ended December 31, 2023 and to provide a business update. The call will be accessible by telephone at 877-407-4018 (domestic) or 201-689-8471 (international). The call will also be available live via webcast on the Company’s website here, or directly here. A telephone replay of the conference call will be available approximately three hours after its conclusion at 844-512-2921
(domestic) or 412-317-6671 (international) with access code 13743612 and will be available until 11:59 p.m. Eastern time, March 13, 2024. An archive of the webcast will also be available here shortly after the call and will remain available for one year.
Upcoming Investor Conference Participation
IonQ today announced that Thomas Kramer, Chief Financial Officer, and Jordan Shapiro, Vice President of FP&A and Head of Investor Relations, will participate in a fireside chat at the Morgan Stanley Technology, Media, and Telecom Conference at the Palace Hotel in San Francisco, CA on Tuesday, March 5, 2024. The Company’s discussion will begin at 5:05 PM ET and the webcast link will be available on IonQ’s website here, or directly here.
Non-GAAP Financial Measures
To supplement IonQ’s consolidated financial statements presented in accordance with GAAP, IonQ uses 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, income tax expense, depreciation and amortization expense, stock-based compensation, change in fair value of assumed warrant liabilities, 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 reflect 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 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 that delivers high-performance systems capable of solving the world’s largest and most complex commercial and research use cases. IonQ’s current generation quantum computer, IonQ Forte, is the latest in a line of cutting-edge systems, boasting 36 algorithmic qubits. The company’s innovative technology and rapid growth were recognized in Fast Company’s 2023 Next Big Things in Tech List and Deloitte’s 2023 Technology Fast 500™ List, respectively. Available through all major cloud providers, IonQ is making quantum computing more accessible and impactful than ever before. Learn more at IonQ.com.
IonQ 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,” “plan,” “believe,” “estimates,” “projects,” “could,” “would,” “may,” “will,” “forthcoming” and other similar expressions are intended to identify forward-looking statements. These statements include those related to the company’s technology driving commercial advantage in the future, the company’s future financial and operating performance, including our outlook and guidance, the timing of delivering to customers the first production-class IonQ Forte Enterprise systems, the planned increase to the footprint of the Seattle manufacturing facility, the company’s future sales strategy, the company’s ability to establish public-private partnerships, the ability for third parties to implement IonQ’s offerings to increase their quantum computing capabilities, the effect of increased availability of customer support functions, projected cost savings from a planned quantum machine learning model, IonQ’s quantum computing capabilities and plans, access to IonQ’s quantum computers, increases in algorithmic qubit achievement, the scalability and reliability of IonQ’s quantum computing offerings, the anticipated components of IonQ’s quantum computing offerings, and the delivery of IonQ’s services and quantum computing offerings in the future. 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: changes in the competitive industries in which IonQ operates, including development of competing technologies; changes in laws and regulations affecting IonQ’s business; IonQ’s ability to implement its business plans, forecasts and other expectations, identify and realize partnerships and opportunities, and to engage new and existing customers; and risks associated with U.S. government sales, partnerships and contracts, including changes in policy affecting the feasibility of public-private partnerships and provisions that allow the government to unilaterally terminate or modify contracts for convenience and the uncertain scope and impact of a possible U.S. government shutdown or operation under a continuing resolution. You should carefully consider the foregoing factors and the other risks and uncertainties disclosed in the Company’s filings, including but not limited to those described in the “Risk Factors” section of IonQ’s most recent Quarterly Report on Form 10-Q and other documents filed by IonQ 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 IonQ assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. IonQ does not give any assurance that it will achieve its expectations.