IonQ, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2023, our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act was recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information was accumulated and communicated to our management to allow timely decisions regarding required disclosure. Accordingly, we believe that the consolidated financial statements included in this Annual Report do fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Management’s Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on our evaluation, we have concluded that our internal control over financial reporting was effective as of December 31, 2023. Attestation Report of the Independent Registered Public Accounting Firm The report of our independent registered public accounting firm regarding internal control over financial reporting is set forth beginning on page F-1 of this Annual Report. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Rule 10b5-1 Trading Plans During the three months ended December 31, 2023 , none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified the amount, pricing or timing provisions of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 62 PART III Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy statement pursuant to Regulation 14A (the “Proxy Statement”), no later than 120 days after the end of our fiscal year, and certain information included therein is incorporated herein by reference. Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference. Item 11. Executive Compensation. The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference. Item 14. Principal Accountant Fees and Services. The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference. 63 PART IV Item 15. Exhibit and Consolidated Financial Statements Schedules. The consolidated financial statements schedules and exhibits filed as part of this Annual Report are as follows: (a)(1) Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 42) F- 2 Consolidated Balance Sheets F- 5 Consolidated Statements of Operations F- 6 Consolidated Statements of Comprehensive Loss F- 7 Consolidated Statements of Changes in Stockholders’ Equity F- 8 Consolidated Statements of Cash Flows F- 9 Notes to Consolidated Financial Statements F- 10 (a)(2) Consolidated Financial Statements Schedules All other consolidated financial statements schedules are omitted because they are not required or the required information is included in the consolidated financial statements or notes thereto. (a)(3) Exhibits The exhibits required to be filed as part of this Annual Report on Form 10-K are listed in the Exhibit List attached hereto and are incorporated herein by reference. Exhibit Number Description 2.1^ Agreement and Plan of Merger, dated as of March 7, 2021, by and among dMY Technology Group, Inc. III, IonQ, Inc. and IonQ Trap Acquisition Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on March 8, 2021). 3.1 Second Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on October 4, 2021). 3.2 Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39694), filed with the SEC on November 9, 2023). 4.1 Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-4/A (File No. 333-254840), filed with the SEC on August 11, 2021). 4.2 Warrant Agreement, dated November 12, 2020, between Continental Stock Transfer & Trust Company and IonQ, Inc. (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on November 17, 2020). 4.3 Description of the Registrant’s Securities (incorporated herein by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K (File No. 001-39694), filed with the SEC on March 28, 2022). 10.1 Amended and Restated Registration Rights Agreement, dated September 30, 2021, between and among the investors party thereto and IonQ, Inc. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on October 4, 2021). 10.2 Form of Subscription Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on March 8, 2021). 10.3 Hyundai Subscription Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on March 8, 2021). 10.4 Kia Subscription Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on March 8, 2021). 10.5 MSD Subscription Agreement (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on March 8, 2021). 10.6 Silver Lake Subscription Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on March 8, 2021). 10.7 BVE Subscription Agreement (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on March 8, 2021). 64 Exhibit Number Description 10.8 Form of Venture Capital / Other Investors Subscription Agreement (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on March 8, 2021). 10.9+ IonQ, Inc. Change in Control Severance Plan and Summary Plan Description (incorporated herein by reference to Exhibit 10.36 to the Company’s Registration Statement on Form S-4/A (File No. 333-254840), filed with the SEC on August 5, 2021). 10.10+ Form of Indemnification Agreement of IonQ, Inc. (incorporated herein by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on October 4, 2021). 10.11+ 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on October 4, 2021). 10.12+ Forms of Stock Option Grant Notice and Option Agreement under 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on October 4, 2021). 10.13+ 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on October 4, 2021). 10.14+ Forms of Option Grant Notice and Option Agreement under 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K (File No. 001-39694), filed with the SEC on March 30, 2023). 10.15+ Form of Restricted Stock Unit Grant Notice and Unit Award Agreement under 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39694), filed with the SEC on August 15, 2022). 10.16+ 2021 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on October 4, 2021). 10.17 Amended and Restated Office Lease, by and between University of Maryland – College Park and IonQ, Inc. (incorporated herein by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K (File No. 001-39694), filed with the SEC on October 4, 2021) 10.18† Warrant to Purchase Shares, dated November 27, 2019, issued to Amazon.com NV Investment Holdings LLC by IonQ, Inc. (incorporated herein by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-4/A (File No. 333-254840), filed with the SEC on July 16, 2021). 10.19† License Agreement, dated July 19, 2016, among the University of Maryland, Duke University and IonQ, Inc. (incorporated herein by reference to Exhibit 10.20 to the (incorporated herein by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-4/A (File No. 333-254840), filed with the SEC on June 17, 2021). 10.20† Amendment No. 1 to Exclusive License Agreement, dated September 22, 2017, between Duke University and the Registrant (incorporated herein by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-4/A (File No. 333-254840), filed with the SEC on June 17, 2021). 10.21† Amendment No. 1 to Exclusive License Agreement, dated October 11, 2017, between the University of Maryland and IonQ, Inc. (incorporated herein by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-4/A (File No. 333-254840), filed with the SEC on June 17, 2021). 10.22† Amendment No. 2 to Exclusive License Agreement, dated October 4, 2018, between Duke University and IonQ, Inc. (incorporated herein by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-4/A (File No. 333-254840), filed with the SEC on June 17, 2021). 10.23† Amendment No. 2 to Exclusive License Agreement, dated October 9, 2018, between the University of Maryland and IonQ, Inc. (incorporated herein by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-4/A (File No. 333-254840), filed with the SEC on June 17, 2021). 10.24† Amendment No. 3 to Exclusive License Agreement, dated April 27, 2021, between Duke University, the University of Maryland and IonQ, Inc. (incorporated herein by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-4/A (File No. 333-254840), filed with the SEC on June 17, 2021). 10.25† Amendment No. 3 to Exclusive License Agreement, dated February 1, 2021, between the University of Maryland and IonQ, Inc. (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39694), filed with the SEC on May 16, 2022). 10.26† Amendment No. 4 to Exclusive License Agreement, dated April 27, 2021, between Duke University, the University of Maryland and IonQ, Inc. (incorporated herein by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-4/A (File No. 333-254840), filed with the SEC on June 17, 2021). 10.27† Amendment No. 4 to Exclusive License Agreement, dated February 1, 2021, between the University of Maryland and IonQ, Inc. (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39694), filed with the SEC on May 16, 2022). 10.28† Amendment No. 5 to Exclusive License Agreement, dated September 10, 2021, between Duke University and IonQ, Inc. (incorporated herein by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K (File No. 001-39694), filed with the SEC on March 28, 2022). 65 Exhibit Number Description 10.29† Amendment No. 5 to Exclusive License Agreement, dated September 24, 2021, between the University of Maryland and IonQ, Inc. (incorporated herein by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K (File No. 001-39694), filed with the SEC on March 28, 2022). 10.30† Amendment No. 6 to Exclusive License Agreement, dated January 23, 2023, between Duke University and IonQ, Inc. (incorporated herein by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K (File No. 001-39694), filed with the SEC on March 30, 2023). 10.31† Amendment No. 7 to Exclusive License Agreement, dated February 2, 2024, between Duke University and IonQ, Inc. 10.32† Exclusive Option Agreement, dated July 15, 2016, between Duke University and IonQ, Inc. (incorporated herein by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-4/A (File No. 333-254840), filed with the SEC on June 17, 2021). 10.33† First Amendment to Option Agreement, dated December 18, 2020, between Duke University and IonQ, Inc. (incorporated herein by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-4/A (File No. 333-254840), filed with the SEC on June 17, 2021). 10.34 Second Amendment to Option Agreement, dated March 19, 2021, between Duke University and IonQ, Inc. (incorporated herein by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-4/A (File No. 333-254840), filed with the SEC on June 17, 2021). 10.35 Non-Employee Director Compensation Policy (incorporated herein by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K (File No. 001-39694), filed with the SEC on March 28, 2022). 10.36† Separation Agreement between IonQ, Inc. and Laurie Babinski dated September 8, 2023 and executed September 11, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39694), filed with the SEC on November 9, 2023) 21.1 List of Subsidiaries of the Company 23.1 Consent of Ernst & Young LLP, an Independent Registered Public Accounting Firm. 24.1 Power of Attorney (included on the signature page to this report). 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Incentive Compensation Recoupment Policy 101.INS Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101). * 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 or the Exchange Act (whether made before or after the date of the Form10-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. ^ Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). 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 None. 66 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. IonQ, Inc. February 28, 2024 BY: /s/ Peter Chapman Peter Chapman President and Chief Executive Officer ( Principal Executive Officer ) POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes and appoints Peter Chapman and Thomas Kramer, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Peter Chapman President and Chief Executive Officer and Director February 28, 2024 Peter Chapman (Principal Executive Officer) /s/ Thomas Kramer Chief Financial Officer February 28, 2024 Thomas Kramer (Principal Financial and Accounting Officer) /s/ Craig Barratt Chair of the Board of Directors February 28, 2024 Craig Barratt /s/ Robert Cardillo Director February 28, 2024 Robert Cardillo /s/ Kathryn Chou Director February 28, 2024 Kathryn Chou /s/ Niccolo de Masi Director February 28, 2024 Niccolo de Masi /s/ Jungsang Kim Director February 28, 2024 Jungsang Kim /s/ William Scannell Director February 28, 2024 William Scannell /s/ Inder M. Singh Director February 28, 2024 Inder M. Singh /s/ Wendy Thomas Director February 28, 2024 Wendy Thomas /s/ Harry You Director February 28, 2024 Harry You 67 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 42 ) F- 2 Consolidated Balance Sheets F- 5 Consolidated Statements of Operations F- 6 Consolidated Statements of Comprehensive Loss F- 7 Consolidated Statements of Changes in Stockholders’ Equity F- 8 Consolidated Statements of Cash Flows F- 9 Notes to Consolidated Financial Statements F- 10 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of IonQ, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of IonQ, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 28, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Capitalized internal-use software development costs Description of the Matter As discussed in Note 2 and Note 7 to the consolidated financial statements, the Company capitalizes certain costs related to internal-use software incurred during the application development stage. The Company capitalized $8.0 million of internal-use software costs in the year ended December 31, 2023 and had total capitalized internal-use software costs, net of accumulated amortization, of $9.1 million as of December 31, 2023. Capitalized internal-use software is recorded within intangible assets, net on the consolidated balance sheets. Auditing the Company’s capitalization of internal-use software development costs was especially challenging because management’s determination of which development activities qualify for capitalization requires significant judgment, as only those costs incurred in certain stages of software development and which result in additional functionality can be capitalized in accordance with the applicable accounting standards. How We Addressed the Matter in Our Audit To test the Company’s capitalization of internal-use software development costs, we performed audit procedures that included, among others, testing a sample of capitalized internal-use software development costs related to upgrades and enhancements to existing internal-use software projects. For each sample, we inspected underlying documentation to evaluate whether the development activities were capitalizable under F- 2 the applicable accounting standards. In addition, we inquired of a sample of the individuals performing the internal-use software development activities regarding the specific nature, stage of development, and time incurred on the projects selected for testing. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2020. Tysons, Virginia February 28, 2024 F- 3 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of IonQ, Inc. Opinion on Internal Control Over Financing Reporting We have audited IonQ, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, IonQ, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for the years then ended, and the related notes and our report dated February 28, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2020. Tysons, Virginia February 28, 2024 F- 4 IONQ, INC. Consolidated Balance Sheets (in thousands, except share and per share data) As of December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 35,665 $ 44,367 Short-term investments 319,776 311,430 Accounts receivable 11,467 3,292 Prepaid expenses and other current assets 23,081 12,539 Total current assets 389,989 371,628 Long-term investments 100,489 182,001 Property and equipment, net 37,515 26,014 Operating lease right-of-use assets 4,613 3,753 Intangible assets, net 15,077 8,944 Goodwill 742 742 Other noncurrent assets 5,155 4,910 Total Assets $ 553,580 $ 597,992 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 5,599 $ 3,055 Accrued expenses 18,376 6,655 Current portion of operating lease liabilities 710 591 Unearned revenue 12,087 8,729 Current portion of stock option early exercise liabilities 392 1,130 Total current liabilities 37,164 20,160 Operating lease liabilities, net of current portion 7,395 3,459 Unearned revenue, net of current portion 447 1,201 Stock option early exercise liabilities, net of current portion 448 839 Warrant liabilities 23,004 3,819 Other noncurrent liabilities 128 303 Total liabilities $ 68,586 $ 29,781 Commitments and contingencies (see Note 10) Stockholders’ Equity: Common stock $ 0.0001 par value; 1,000,000,000 shares authorized; 206,611,704 and 199,862,123 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively $ 20 $ 20 Additional paid-in capital 839,014 769,848 Accumulated deficit ( 352,073 ) ( 194,302 ) Accumulated other comprehensive loss ( 1,967 ) ( 7,355 ) Total stockholders’ equity $ 484,994 $ 568,211 Total Liabilities and Stockholders’ Equity $ 553,580 $ 597,992 The accompanying notes are an integral part of these consolidated financial statements. F- 5 IONQ, INC. Consolidated Statements of Operations (in thousands, except share and per share data) Year Ended December 31, 2023 2022 Revenue $ 22,042 $ 11,131 Costs and expenses: Cost of revenue (excluding depreciation and amortization) 8,108 2,944 Research and development 92,321 43,978 Sales and marketing 18,270 8,385 General and administrative 50,722 35,966 Depreciation and amortization 10,375 5,604 Total operating costs and expenses 179,796 96,877 Loss from operations ( 157,754 ) ( 85,746 ) Gain (loss) on change in fair value of warrant liabilities ( 19,206 ) 30,136 Interest income, net 19,322 7,093 Other income (expense), net ( 85 ) 6 Loss before income tax expense ( 157,723 ) ( 48,511 ) Income tax benefit (expense) ( 48 ) — Net loss $ ( 157,771 ) $ ( 48,511 ) Net loss per share attributable to common stockholders— basic and diluted $ ( 0.78 ) $ ( 0.25 ) Weighted average shares used in computing net loss per share attributable to common stockholders—basic and diluted 202,576,492 197,727,642 The accompanying notes are an integral part of these consolidated financial statements. F- 6 IONQ, INC. Consolidated Statements of Comprehensive Loss (in thousands) Year Ended December 31, 2023 2022 Net loss $ ( 157,771 ) $ ( 48,511 ) Other comprehensive income (loss), net of reclassification adjustments: Change in unrealized gain (loss) on available-for-sale securities, net 5,398 ( 7,207 ) Currency translation adjustments ( 10 ) — Total other comprehensive income (loss) 5,388 ( 7,207 ) Total comprehensive loss $ ( 152,383 ) $ ( 55,718 ) The accompanying notes are an integral part of these consolidated financial statements. F- 7 IONQ, INC. Consolidated Statements of Changes in Stockholders’ Equity (in thousands, except share data) Stockholders’ Equity Accumulated Additional Other Total Common Stock Paid-in Accumulated Comprehensive Stockholders' Shares Amount Capital Deficit Loss Equity Balance, December 31, 2021 195,630,975 $ 19 $ 737,150 $ ( 145,791 ) $ ( 148 ) $ 591,230 Net loss — — — ( 48,511 ) — ( 48,511 ) Other comprehensive income (loss) — — — — ( 7,207 ) ( 7,207 ) Stock options exercised 2,239,490 1 1,058 — — 1,059 Vesting of restricted common stock 515,534 — 1,162 — — 1,162 Issuance of common stock from the settlement of restricted stock units 1,474,592 — 473 — — 473 Stock-based compensation — — 29,980 — — 29,980 Warrants exercised 1,532 — 25 — — 25 Balance, December 31, 2022 199,862,123 $ 20 $ 769,848 $ ( 194,302 ) $ ( 7,355 ) $ 568,211 Net loss — — — ( 157,771 ) — ( 157,771 ) Other comprehensive income (loss) — — — — 5,388 5,388 Stock options exercised 1,778,090 — 1,954 — — 1,954 Vesting of restricted common stock 501,364 — 1,128 — — 1,128 Issuance of common stock from the settlement of restricted stock units 4,466,894 — 3,923 — — 3,923 Stock-based compensation — — 62,104 — — 62,104 Warrants exercised 3,233 — 57 — — 57 Balance, December 31, 2023 206,611,704 $ 20 $ 839,014 $ ( 352,073 ) $ ( 1,967 ) $ 484,994 The accompanying notes are an integral part of these consolidated financial statements. F- 8 IONQ, INC. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2023 2022 Cash flows from operating activities: Net loss $ ( 157,771 ) $ ( 48,511 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 10,375 5,604 Non-cash research and development arrangements 520 520 Stock-based compensation 69,743 31,456 (Gain) loss on change in fair value of warrant liabilities 19,206 ( 30,136 ) Amortization of premiums and accretion of discounts on available-for-sale securities ( 9,746 ) ( 1,577 ) Other, net 1,474 441 Changes in operating assets and liabilities: Accounts receivable ( 8,175 ) ( 1,510 ) Prepaid expenses and other current assets ( 14,413 ) ( 7,012 ) Accounts payable 2,188 1,060 Accrued expenses 3,319 1,344 Unearned revenue 2,604 3,892 Other assets and liabilities 1,865 ( 269 ) Net cash provided by (used in) operating activities $ ( 78,811 ) $ ( 44,698 ) Cash flows from investing activities: Purchases of property and equipment ( 13,703 ) ( 9,336 ) Capitalized software development costs ( 4,558 ) ( 2,179 ) Intangible asset acquisition costs ( 1,288 ) ( 1,049 ) Purchases of available-for-sale securities ( 298,445 ) ( 605,689 ) Maturities and sales of available-for-sale securities 386,760 310,045 Business acquired — ( 848 ) Net cash provided by (used in) investing activities $ 68,766 $ ( 309,056 ) Cash flows from financing activities: Proceeds from stock options exercised 1,954 1,059 Other financing, net ( 193 ) 37 Net cash provided by (used in) financing activities $ 1,761 $ 1,096 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash ( 2 ) — Net change in cash, cash equivalents and restricted cash ( 8,286 ) ( 352,658 ) Cash, cash equivalents and restricted cash at the beginning of the period 46,367 399,025 Cash, cash equivalents and restricted cash at the end of the period $ 38,081 $ 46,367 Supplemental disclosures of non-cash investing and financing transactions Property and equipment purchases in accounts payable and accrued expenses $ 773 $ 485 Intangible asset purchases in accounts payable and accrued expenses 254 164 Operating lease right-of-use assets subject to lease liability 2,380 — Remeasurement of operating lease right-of-use assets due to lease modification ( 849 ) — Noncash reclassification of warrant liabilities to equity upon exercise 20 8 Bonus settled in restricted stock units 3,923 473 Net share settled stock option exercises 291 — The accompanying notes are an integral part of these consolidated financial statements. a F- 9 IONQ, INC. Notes to Consolidated Financial Statements 1. DESCRIPTION OF BUSINESS IonQ, Inc. (“IonQ” or the “Company”), formerly known as dMY Technology Group, Inc. III (“dMY”), was incorporated in the state of Delaware in September 2020 and formed as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. IonQ Quantum, Inc. (formerly known as IonQ, Inc., and referred to as “Legacy IonQ” herein), was incorporated in the state of Delaware in September 2015 and is headquartered in College Park, Maryland. On March 7, 2021, Legacy IonQ entered into an Agreement and Plan of Merger (the “Merger Agreement”) with dMY and Ion Trap Acquisition Inc. (“Merger Sub”), a direct, wholly owned subsidiary of dMY. Pursuant to the Merger Agreement, on September 30, 2021 (“the Closing Date”), the Merger Sub was merged with and into Legacy IonQ with Legacy IonQ continuing as the surviving corporation following the merger, becoming a wholly owned subsidiary of dMY and the separate corporate existence of the Merger Sub ceased (the “Business Combination”). Contemporaneously with the Business Combination, dMY changed its name to IonQ, Inc. and Legacy IonQ changed its name to IonQ Quantum, Inc. Unless otherwise indicated, references in this Annual Report on Form 10-K to the “Company” and “IonQ” refer to the consolidated operations of IonQ, Inc. subsequent to the Business Combination. References to “dMY” refer to the company prior to the consummation of the Business Combination and references to “Legacy IonQ” refer to IonQ, Inc. prior to the consummation of the Business Combination. IonQ is engaged in quantum computing and develops general-purpose quantum computing systems designed to solve some of the world’s most complex problems, and transform business, society, and the planet for the better. To operate the quantum computing systems, the Company has developed custom hardware, custom firmware, and an operating system to orchestrate the quantum computers. Business Combination While the legal acquirer in the Merger Agreement is dMY, for financial accounting and reporting purposes under accounting principles generally accepted in the United States of America (“U.S. GAAP”), Legacy IonQ is the accounting acquirer and the merger is accounted for as a “reverse recapitalization” (i.e., a capital transaction involving the issuance of stock by dMY for the stock of Legacy IonQ). For accounting purposes, the Business Combination was treated as the equivalent of Legacy IonQ issuing stock for the net assets of dMY, accompanied by a recapitalization. The net assets of dMY are stated at historical cost, and no goodwill or other intangible assets were recorded. Because Legacy IonQ was deemed the accounting acquirer in the Business Combination, the historical financial statements of Legacy IonQ are the historical financial statements of the Company upon the consummation of the Business Combination. As a result, the consolidated financial statements included in this report reflect: (i) the historical operating results of Legacy IonQ prior to the Business Combination; (ii) the combined results of dMY and Legacy IonQ following the close of the Business Combination on September 30, 2021; and (iii) the assets and liabilities of Legacy IonQ stated at their historical cost. In accordance with guidance applicable to these circumstances, the equity structure has been retroactively restated in all comparative periods to reflect the number of shares of the Company’s common stock, $ 0.0001 par value per share, issued to Legacy IonQ’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy IonQ convertible redeemable preferred stock and warrants and Legacy IonQ common stock prior to the Business Combination have been retroactively restated as shares reflecting 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. All exercise prices for stock options and customer warrants have similarly been retroactively restated to reflect the exchange ratio established in the Business Combination. Segment Reporting The Company operates as one operating segment as its chief executive officer, who is the chief operating decision maker, reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. F- 10 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP as determined by the Financial Accounting Standards Board (“FASB”). Such consolidated financial statements include the accounts of IonQ and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation . Emerging Growth Company and Smaller Reporting Company Status Under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. As a result of the market value of the Company's common stock held by non-affiliates as of June 30, 2023, exceeding $ 700.0 million, the Company became a large accelerated filer under the Exchange Act as of December 31, 2023, and no longer qualifies as an emerging growth company. Therefore, the Company is required to comply with new or revised accounting standards as of the effective dates applicable to public companies that are not emerging growth companies. The Company was also a smaller reporting company as defined in the Exchange Act until June 30, 2023. However, the Company may continue to use the scaled disclosures permitted for a smaller reporting company through this Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and must begin providing non-scaled larger company disclosure in its first quarterly report in its next fiscal year (i.e., the quarterly report for the three-month period ended March 31, 2024). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP and the rules and regulations of the SEC require management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Significant estimates and assumptions are inherent in the analysis and measurement of items including, but not limited to: standalone selling price for revenue arrangements with multiple performance obligations, total expected costs for revenue arrangements recognized over time, capitalization of quantum computing system costs, useful lives for quantum computing systems, and stock-based compensation for awards with performance and market conditions. Management bases its estimates and assumptions on historical experience, expectations, forecasts, and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ and be affected by changes in those estimates. Foreign Currency The reporting currency of the Company is the U.S. dollar. Financial statements of subsidiaries whose functional currency is not the U.S. dollar are translated at exchange rates in effect at the balance sheet date for assets and liabilities and at average exchange rates for revenues and expenses for the respective periods. Translation adjustments are recorded in accumulated other comprehensive loss in the consolidated balance sheets. The Company is exposed to foreign currency risk to the extent that it enters into transactions denominated in currencies other than its subsidiaries’ respective functional currencies. Transactions denominated in currencies other than subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in the Company’s consolidated balance sheets related to these items will result in unrealized foreign currency transaction gains and losses based upon period-end exchange rates. The Company also records realized foreign currency transaction gains and losses upon settlement of the transactions. Foreign currency transaction gains and losses resulting from the conversion of the transaction currency to functional currency are included in other income (expense), net in the consolidated statements of operations. F- 11 Fair Value Measurements The Company evaluates the fair value of certain assets and liabilities using the fair value hierarchy. Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • 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. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. For assets that are measured using quoted prices in active markets, the total fair value is the published market price per unit multiplied by the number of units held, without consideration of transaction costs. Assets and liabilities that are measured using significant other observable inputs are primarily valued by reference to quoted prices of similar assets or liabilities in active markets, adjusted for any terms specific to that asset or liability. Assets and liabilities that are measured at fair value on a non-recurring basis include property and equipment, intangible assets, and goodwill. The Company recognizes these items at fair value when they are considered to be impaired or upon initial recognition when acquired through a business combination or an asset acquisition. The fair value of these assets and liabilities are determined with valuation techniques using the best information available and may include quoted market prices, market comparables and discounted cash flow models. Due to their short-term nature, the carrying amounts reported in the Company’s consolidated financial statements approximate the fair value for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash in banks, checking deposits, and money market funds. The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Restricted cash for collateralizing letters of credit and corporate credit cards is included in other noncurrent assets in the consolidated balance sheets. The Company issues letters of credit in the ordinary course of business, including for lease arrangements. As of December 31, 2023 and 2022, letters of credit totaling $ 2.1 million and $ 2.0 million were outstanding, respectively. The following table provides a reconciliation of cash, cash equivalents and restricted cash included in the consolidated balance sheets to the amounts included in the consolidated statements of cash flows (in thousands): December 31, December 31, 2023 2022 Cash and cash equivalents $ 35,665 $ 44,367 Restricted cash 2,416 2,000 Total cash, cash equivalents and restricted cash in the consolidated statements of cash flows $ 38,081 $ 46,367 Accounts Receivable and Allowance for Credit Losses Accounts receivable are non-interest bearing and represent amounts billed and currently due from customers at the gross invoiced amount as well as unbilled amounts related to unconditional rights for consideration to be received for services performed F- 12 but not yet invoiced. A receivable is recorded when the Company has an unconditional right to receive payment. Accounts receivable consists of the following (in thousands): December 31, December 31, 2023 2022 Billed accounts receivable $ 8,564 $ 1,150 Unbilled accounts receivable 2,903 2,142 Total accounts receivable $ 11,467 $ 3,292 On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance for credit losses. This assessment is based on management’s evaluation of relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the receivable. The Company did no t have any allowance for credit losses as of either December 31, 2023 or 2022 . Materials and Supplies, Net Materials and supplies are carried at average cost and recorded in prepaid expenses and other current assets in the consolidated balance sheets. Materials and supplies used in the production of quantum computing systems to be made commercially available are capitalized to property and equipment when installed. Materials and supplies used for maintenance, research and development efforts or to service customer contracts are expensed when consumed. The Company capitalized $ 3.6 million and $ 1.3 million of materials and supplies to property and equipment for the years ended December 31, 2023 and 2022, respectively. Materials and supplies are evaluated regularly for excess quantities and obsolescence. This evaluation includes analysis of the Company's current and future strategic plans, risk of technological obsolescence, and general market conditions. During the years ended December 31, 2023 and 2022, excess and obsolescence charges were less than $ 0.1 million and zero , respectively. Investments Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. The Company primarily invests in debt securities and classifies its investments as available-for-sale at the time of purchase if they are available to support either current or future operations. This classification is re-evaluated at each balance sheet date. Investments not considered cash equivalents, with remaining contractual maturities of one year or less from the balance sheet date are classified as short-term investments, and those with remaining contractual maturities greater than one year from the balance sheet date are classified as long-term investments. All investments are recorded at their estimated fair value, and any unrealized gains and losses are recorded in the consolidated balance sheets in accumulated other comprehensive loss. Realized gains and losses on sales and maturities of investments are determined based on the specific identification method and are recognized in the consolidated statements of operations in other income (expense), net. Accrued interest receivable on available-for-sale investments is recorded in the consolidated balance sheets in prepaid expenses and other current assets. As of December 31, 2023 and 2022, accrued interest receivable was $ 2.1 million and $ 1.7 million, respectively. The Company performs periodic evaluations to determine whether any declines in the fair value of investments below amortized cost are credit losses or impairments. The evaluation consists of qualitative and quantitative factors regarding the severity of the unrealized loss, as well as the Company’s ability and intent to hold the investments until a forecasted recovery occurs. Declines in fair value are considered to be credit losses if they are related to deterioration in credit risk or are considered impairments if it is likely that the underlying securities will be sold prior to a full recovery of their cost basis. Credit losses and impairments are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. Property and Equipment, Net Property and equipment, net is stated at cost less accumulated depreciation. Historical cost of fixed assets is the cost as of the date acquired. Hardware and labor costs associated with the building of quantum computing systems are capitalized in the period the costs are incurred when it is probable that the system will provide future economic benefit. The costs of quantum computing systems that are used in research and development activities and have alternative future uses are capitalized. Costs to maintain quantum computing systems are expensed as incurred. F- 13 Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Useful lives are as follows: Computer equipment and acquired computer software 3 – 5 years Machinery, equipment, furniture and fixtures 5 – 7 years Quantum computing systems 3 years Leasehold improvements Shorter of the lease term or the estimated useful life of the related asset The Company evaluates the useful life of its assets periodically and whenever events or changes in circumstances indicate that the useful life may have changed. In assessing useful lives, the Company considers, among other factors, the use of the asset, changes in technology, and the competitive environment. Effective October 1, 2022, the Company revised the accounting useful life of quantum computing systems, which was determined to be a change in accounting estimate and is being applied prospectively. This change in accounting estimate was not material for the years ended December 31, 2023 and 2022 . The estimated useful life for quantum computing systems was previously 2 years . Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and current operating lease liabilities and operating lease liabilities, net of current portion on the Company’s consolidated balance sheets. As of December 31, 2023, the Company has no financing lease arrangements. The Company recognizes lease expense for its operating leases on a straight-line basis over the term of the lease. The Company records a ROU asset and lease liability in connection with its operating leases. The Company’s lease portfolio is comprised primarily of real estate leases, which are accounted for as operating leases. The Company elected the practical expedient to not separate lease and non-lease components for all leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments, including the impact of any lease incentives, as applicable, over the lease term. An amendment to a lease is assessed to determine if it represents a lease modification or a separate contract. Lease modifications are reassessed as of the effective date of the modification using an incremental borrowing rate based on the information available at the commencement date. For modified leases the Company also reassesses the lease classification as of the effective date of the modification. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The Company’s lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company considers contractual-based factors such as the nature and terms of the renewal or termination, asset-based factors such as physical location of the asset and entity-based factors such as the importance of the leased asset to the Company’s operations to determine the lease term. The Company generally uses the base non-cancelable lease term when determining the ROU assets and lease liabilities. Intangible Assets, Net The Company’s intangible assets include website domain costs, patents, intellectual property, developed technology and trademarks. Intangible assets with identifiable useful lives are initially valued at acquisition cost and are amortized over their estimated useful lives using the straight-line method. With respect to patents, acquisition costs include external legal and patent application costs. Intangible assets with indefinite useful lives, such as trademarks, are assessed for impairment at least annually. Capitalized Internally Developed Software Capitalized internally developed software consists of costs to purchase and develop internal-use software, which the Company primarily uses to provide services to its customers. The costs to purchase and develop internal-use software are capitalized from the time that the preliminary project stage is completed, and it is considered probable that the software will be used to perform the function intended, until the time the software is placed in service for its intended use. Any costs incurred during subsequent efforts to upgrade and enhance the functionality of the software are also capitalized. Once this software is ready for its intended use, these costs are amortized on a straight-line basis over the estimated useful life of the software, which is typically assessed to be three years . Capitalized internal-use software is recorded within intangible assets, net, in the consolidated balance sheets. During the years ended F- 14 December 31, 2023 and 2022, the Company capitalized $ 8.0 million and $ 3.2 million in internal-use software costs, respectively. The Company amortized $ 2.9 million and $ 1.5 million of capitalized internally developed software costs during the years ended December 31, 2023 and 2022 , respectively. Goodwill Goodwill is the excess of the purchase price over the fair values assigned to the net assets acquired in a business combination. The Company tests goodwill for impairment on an annual basis, which it has determined to be the first day of the fourth quarter, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company tests goodwill qualitatively, or quantitatively by comparing the fair value of the reporting unit with the unit’s carrying amount. No impairment loss was recognized for the years ended December 31, 2023 and 2022 . Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. No impairment loss was recognized for the years ended December 31, 2023 and 2022 . Early Exercise of Stock Options Stock options granted under the 2015 Equity Incentive Plan provide employee option holders, if approved by the Board, the right to exercise unvested options in exchange for restricted common stock, which is subject to a repurchase right held by the Company at the lower of (i) the fair market value of its common stock on the date of repurchase or (ii) the original purchase price. Early exercises of options are not deemed to be substantive exercises for accounting purposes and accordingly, amounts received for early exercises are recorded as a liability. These amounts are reclassified to common stock and additional paid-in capital as the underlying shares vest. Warrant Liabilities The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued upon exercise or at each reporting date for the unexercised warrants, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. The warrants of dMY assumed in the Business Combination are classified as liabilities and remeasured at each reporting period (as more fully described in Note 13). Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Revenue Recognition The Company derives revenue from the design, development, and construction of specialized quantum computing hardware together with related services, from providing access to its quantum-computing-as-a-service (“QCaaS”), and from consulting services related to co-developing algorithms on the quantum computing systems. The Company applies the provisions of the FASB Accounting Standards Update (“ASU”), Revenue from Contracts with Customers (“ASC 606”), and all related applicable guidance. The core principle of ASC 606 is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. F- 15 To support this core principle, the Company applies the following five step approach: 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 Certain of the Company’s contracts contain multiple performance obligations, most commonly in contracts for the sale of specialized quantum computing hardware together with related maintenance and support. Such contracts may also include access to the Company’s QCaaS. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied. When there are multiple performance obligations in a contract, the Company allocates the transaction price to each performance obligation based on its standalone selling price when available. The Company determines standalone selling price based on the observable price of a product or service when it sells the products or services separately in similar circumstances and to similar customers. Certain products and services have limited or no history of being sold on a standalone basis, requiring the Company to estimate the standalone selling price. To date, the Company has estimated the standalone selling price based on other contracts for similar products and services adjusted for differing terms than the contract being evaluated, as well as internal pricing guidelines and market factors. In addition, the Company takes into consideration the estimated costs to be incurred to satisfy the performance obligation plus an appropriate profit margin. In limited situations, for certain contracts executed in prior years, when the standalone selling price was not known, due to it being either highly variable or uncertain, the Company allocated the transaction price using the residual approach. The Company has determined that its QCaaS contracts represent a combined, stand-ready performance obligation to provide access to its quantum computing systems together with related maintenance and support. The transaction price generally consists of a fixed fee for a minimum volume of usage to be made available over a defined period of access. Fixed fee arrangements may also include a variable component whereby customers pay an amount for usage over contractual minimums contained in the contracts. The Company has determined that contracts that contain consulting services related to co-developing quantum computing algorithms and the ability to use its quantum computing systems to run such algorithms represent a combined performance obligation that is satisfied over-time. Performance obligations are satisfied over time if the customer receives the benefits as the Company performs the work, if the customer controls the asset as it is being produced (continuous transfer of control), or if the product being produced for the customer has no alternative use and the Company has a contractual right to payment for performance to date. For performance obligations related to specialized quantum computing hardware and consulting services, revenue is recognized over time based on the efforts incurred to date relative to the total expected effort, primarily based on a cost-to-cost input measure. The Company applies judgment to determine a reasonable method to measure progress and to estimate total expected effort. Factors considered in these estimates include the Company's historical performance, the availability, productivity and cost of labor, the nature and complexity of work to be performed, the effect of change orders, availability and cost of materials, and the effect of any delays in performance. For performance obligations related to providing QCaaS access, fixed fees are recognized on a straight-line basis over the access period. Variable usage fees in excess of fixed minimums are recognized during the period of such usage. For the years ended December 31, 2023 and 2022, substantially all revenue was recognized based on transfer of service over time. Revenues recognized at a point in time were not material. In arrangements with cloud service providers, the cloud service provider is considered the customer and IonQ does not have any contractual relationships with the cloud service providers’ end users. For these arrangements, revenue is recognized at the amount charged to the cloud service provider and does not reflect any mark-up to the end user. The Company may enter into multiple contracts with a single counterparty at or near the same time. The Company will combine contracts and account for them as a single contract when one or more of the following criteria are met: (i) the contracts are negotiated as a package with a single commercial objective; (ii) consideration to be paid in one contract depends on the price or performance of the other contract; and (iii) goods or services promised are a single performance obligation. Consideration payable to a customer includes cash amounts that an entity pays, or expects to pay, to the customer. For arrangements that contain consideration payable to a customer, the Company uses judgment in determining whether such payments are a reduction of the transaction price or a payment to the customer for a distinct good or service. The variable fees associated with the QCaaS are generally billed a month in arrears. Customers also have the ability to make advance payments. If a contract exists under ASC 606, advance payments are recorded as a contract liability until services are delivered or obligations are met and revenue is earned. Contract liabilities to be recognized in the succeeding 12-month period are classified as current and the remaining amounts are classified as non-current liabilities in the Company’s consolidated balance sheets. F- 16 As of December 31, 2023, approximately $ 69.1 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied), including both funded (firm orders for which funding has been both authorized and appropriated by the customer) and unfunded (firm orders for which funding has not been appropriated) orders. Unexercised contract options are not included in remaining performance obligations until the time the option is exercised. The Company expects approximately 40 % of the remaining performance obligations to be recognized as revenue within the next twelve months . The following table summarizes the changes in unearned revenue for the years ended December 31, 2023 and 2022 (in thousands): 2023 2022 Beginning balance $ 9,930 $ 4,963 Revenue recognized ( 8,660 ) ( 4,216 ) New deferrals, net 11,264 9,183 Ending balance $ 12,534 $ 9,930 Assets Recognized from Costs to Obtain a Contract Sales commissions paid to employees and third parties are considered incremental costs to obtain a contract with a customer. These costs are capitalized in the period a customer contract is executed and are amortized as an expense consistent with the transfer of the goods or services to the customer. Capitalized costs are recorded in prepaid expenses and other current assets and other noncurrent assets in the consolidated balance sheets. Applying the practical expedient, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets is one year or less. As of December 31, 2023 and 2022, total capitalized costs were $ 2.8 million and $ 1.0 million, respectively. Amortization expense was $ 0.6 million and less than $ 0.1 million for the years ended December 31, 2023 and 2022 , respectively, and is included in sales and marketing in the consolidated statements of operations. Cost of Revenue Cost of revenue primarily consists of expenses related to delivering the Company's services, including personnel-related expenses, allocated facility and other costs for customer facing functions, and costs associated with maintaining the Company's in-service quantum computing systems to ensure proper calibration as well as costs incurred for maintaining the cloud on which the QCaaS resides. Cost of revenue also includes hardware costs for construction of specialized quantum computing hardware. Personnel-related expenses include salaries, benefits, and stock-based compensation. Cost of revenue excludes depreciation and amortization related to our quantum computing systems and related software. Research and Development Research and development expenses consist of personnel-related costs, including salaries, benefits and stock-based compensation expense, and allocated shared resource costs for the Company’s hardware, software and engineering personnel who design and develop the Company’s quantum computing systems and research new quantum computing technologies. Unlike a standard computer, design and development efforts continue throughout the useful life of the Company’s quantum computing systems to ensure proper calibration and optimal functionality. Research and development expenses also include purchased hardware and software costs related to quantum computing systems constructed for research purposes that are not probable of providing future economic benefit and have no alternate future use, as well as costs associated with third-party research and development arrangements. Under an agreement with Duke University (“Duke”), the Company issued common shares to Duke in consideration for research and development services through July 15, 2026. The agreement is considered a research and development service arrangement and recorded as a prepayment based on the fair value of the common stock issued and is amortized over the term of the arrangement as services are received. Refer to Note 8 for further information on the Duke agreements. Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expenses in the consolidated statements of operations. These costs were $ 0.9 million and $ 1.3 million for the years ended December 31, 2023 and 2022 , respectively. F- 17 Stock-Based Compensation The Company measures and records the expense related to stock-based awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and uses the straight-line method to recognize stock-based compensation. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option-pricing model to determine the estimated fair value for stock options. The Black-Scholes option-pricing model requires the use of subjective assumptions, which determine the fair value of stock option awards, including the option’s expected term, the price volatility of the underlying common stock, risk-free interest rates, and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the stock options represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company records forfeitures as they occur. Stock-based compensation cost for restricted stock units and performance-based restricted stock units is measured based on the fair value of the Company’s common stock on the grant date. The fair value of performance-based restricted stock units with a market condition is estimated on the date of grant using the Monte Carlo simulation model. The Monte Carlo simulation model requires the use of subjective assumptions, which determine the fair value of these awards, including price volatility, contractual term, discount rate, risk-free interest rates, and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the performance-based restricted stock awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. For awards with a performance-based vesting condition, including those with a market condition, the Company records stock-based compensation cost if it is probable that the performance conditions will be achieved. Stock-based compensation cost will be recognized if the performance condition is satisfied, even if the market condition is not met and the award does not vest. At each reporting period, the Company reassesses the probability of the achievement of the performance conditions and any change in expense resulting from an adjustment in the estimated shares to be released is treated as a cumulative catch-up in the period of the adjustment. The Company records stock-based compensation expense for incentive compensation liabilities based on estimated payments to employees for which the Company expects to settle the liability by granting restricted stock units. For these awards, stock-based compensation expense is accrued commencing at the service inception date, which generally precedes the grant date, through the end of the requisite service period. Income Taxes Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits or tax deficiencies from stock option exercises are recognized in the income tax provision in the period in which they occur. The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more-likely-than-not that some portion or all of its deferred tax assets will not be realized. The Company determines the realizability of its deferred tax assets primarily based on the reversal of existing taxable temporary differences and projections of future taxable income (exclusive of reversing temporary differences and carryforwards). In evaluating such projections, the Company considers its history of profitability and the time frame over which it would take to utilize the deferred tax assets prior to their expiration. For certain tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the consolidated financial statements. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. There were no amounts recognized relating to interest and penalties in the consolidated statements of operations for the years ended December 31, 2023 and 2022 . The Company had no uncertain income tax positions as of either December 31, 2023 or 2022 . Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, investments, and trade accounts receivable. The Company maintains the majority of its cash, cash equivalents, restricted cash and investments with three financial institutions. The Company’s deposits routinely exceed amounts guaranteed by the Federal Deposit Insurance Corporation. While the Company has not experienced any losses in such accounts, the F- 18 failure of Silicon Valley Bank (“SVB”), at which the Company held cash and cash equivalents in multiple accounts, exposed the Company to limited credit risk prior to the completion by the Federal Deposit Insurance Corporation of the resolution of SVB in a manner that fully protected all depositors. The Company’s accounts receivable are derived from customers primarily located in the U.S. The Company performs periodic evaluations of its customers’ financial condition and generally does not require its customers to provide collateral or other security to support accounts receivable and maintains an allowance for credit losses. Credit losses historically have not been material. Significant customers are those that represent more than 10 % of the Company’s total revenue. For the year ended December 31, 2023 , the Company had two significant customers that accounted for 58 % of total revenue. For the year ended December 31, 2022, the Company had three significant customers that accounted for 70 % of total revenue. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of shares of common stock during the period, plus common stock equivalents, outstanding during the period. If the Company reports a net loss, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be antidilutive. The following table sets forth the computation of basic and diluted loss per share attributable to common stockholders (in thousands, except share and per share data): Year Ended December 31, Numerator: 2023 2022 Net loss attributable to common stockholders $ ( 157,771 ) $ ( 48,511 ) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders—basic and diluted 202,576,492 197,727,642 Net loss per share attributable to common stockholders—basic and diluted $ ( 0.78 ) $ ( 0.25 ) In periods with a reported net loss, the effect of anti-dilutive stock options, unvested restricted stock units, unvested common stock (including unvested restricted common stock) and warrants are excluded and diluted loss per share is equal to basic loss per share. The following is a summary of the weighted average common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Year Ended December 31, 2023 2022 Common stock options outstanding 23,518,426 22,951,439 Warrants to purchase common stock 8,301,202 8,301,202 Public warrants 5,230,613 5,231,750 Unvested restricted stock units 13,726,782 4,418,852 Unvested performance-based restricted stock units 542,905 — Unvested common stock 654,442 1,158,095 Total 51,974,370 42,061,338 Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses, along with various updates and improvements. The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company adopted this standard effective January 1, 2023, and it did not have a material effect on the consolidated financial statements and related disclosures. F- 19 In August 2020, the FASB issued ASU 2020-06, Debt, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The Company adopted this standard effective January 1, 2023, in the consolidated financial statements. The adoption of this guidance did not have a material impact on the consolidated financial statements and related disclosures. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of ASU 2023-07 should be applied on a retrospective basis, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures. 3. ACQUISITIONS On December 30, 2022, the Company acquired the assets of Entangled Networks Ltd. for total cash consideration of $ 1.0 million. The acquisition supports the Company’s efforts to build large-scale quantum computers by enabling computation across multiple distributed quantum processors. As part of the final purchase price allocation, the Company recorded $ 0.3 million in identifiable intangible assets and $ 0.7 million in goodwill. 4. CASH, CASH EQUIVALENTS, RESTRICTED CASH AND INVESTMENTS The following table summarizes the Company’s unrealized gains and losses and estimated fair value of cash, cash equivalents, restricted cash and investments in available-for-sale securities recorded in the consolidated balance sheets (in thousands): As of December 31, 2023 As of December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and money market funds $ 25,131 $ — $ — $ 25,131 $ 46,367 $ — $ — $ 46,367 Commercial paper 16,374 — ( 14 ) 16,360 130,141 — ( 443 ) 129,698 Corporate notes and bonds 176,793 38 ( 1,854 ) 174,977 277,184 19 ( 5,993 ) 271,210 Municipal bonds 4,990 — ( 43 ) 4,947 9,905 — ( 273 ) 9,632 US government and agency 237,015 311 ( 395 ) 236,931 83,556 23 ( 688 ) 82,891 Total cash, cash equivalents, restricted cash and investments $ 460,303 $ 349 $ ( 2,306 ) $ 458,346 $ 547,153 $ 42 $ ( 7,397 ) $ 539,798 Unrealized losses related to investments were primarily a result of interest rate fluctuations. The following table presents information about the Company’s investments in available-for-sale securities with gross unrealized losses and the length of time that individual securities have been in a continuous unrealized loss position (in thousands): F- 20 As of December 31, 2023 Less than 12 Months 12 Months or Longer Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Loses Commercial paper $ 16,360 $ ( 14 ) $ — $ — $ 16,360 $ ( 14 ) Corporate notes and bonds 11,074 ( 58 ) 151,174 ( 1,796 ) 162,248 ( 1,854 ) Municipal bonds — — 4,947 ( 43 ) 4,947 ( 43 ) US government and agency 109,540 ( 192 ) 24,795 ( 203 ) 134,335 ( 395 ) Total $ 136,974 $ ( 264 ) $ 180,916 $ ( 2,042 ) $ 317,890 $ ( 2,306 ) There were no securities in a gross unrealized loss position for greater than twelve months as of December 31, 2022. The Company did no t have any allowance for credit losses as of either December 31, 2023 or December 31, 2022. The Company neither intends to nor believes that it is more likely than not that it will be required to sell the investments in an unrealized loss position before the recovery of the associated amortized cost basis. The estimated fair value of the Company’s cash, cash equivalents, restricted cash and investments in available-for-sale securities as of December 31, 2023, aggregated by investment category and classified by contractual maturity date, is as follows (in thousands): 1 Year or Less Greater than 1 Year Total Cash and money market funds $ 22,726 $ 2,405 $ 25,131 Commercial paper 16,360 — 16,360 Corporate notes and bonds 130,423 44,554 174,977 Municipal bonds 4,947 — 4,947 US government and agency 180,996 55,935 236,931 Total $ 355,452 $ 102,894 $ 458,346 F- 21 5. FAIR VALUE MEASUREMENTS The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): Fair Value Measured as of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash, cash equivalents and restricted cash: Cash and money market funds (1) $ 25,131 $ — $ — $ 25,131 US government and agency — 12,950 — 12,950 Total cash, cash equivalents and restricted cash $ 25,131 $ 12,950 $ — $ 38,081 Short-term investments: Commercial paper — 16,360 — 16,360 Corporate notes and bonds — 130,423 — 130,423 Municipal bonds — 4,947 — 4,947 US government and agency — 168,046 — 168,046 Total short-term investments $ — $ 319,776 $ — $ 319,776 Long-term investments: Corporate notes and bonds — 44,554 — 44,554 US government and agency — 55,935 — 55,935 Total long-term investments $ — $ 100,489 $ — $ 100,489 Total Assets $ 25,131 $ 433,215 $ — $ 458,346 Liabilities Public warrants $ 23,004 $ — $ — $ 23,004 Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash, cash equivalents and restricted cash: Cash and money market funds (1) $ 46,367 $ — $ — $ 46,367 Total cash, cash equivalents and restricted cash $ 46,367 $ — $ — $ 46,367 Short-term investments: Commercial paper — 129,698 — 129,698 Corporate notes and bonds — 120,447 — 120,447 Municipal bonds — 4,911 — 4,911 US government and agency — 56,374 — 56,374 Total short-term investments $ — $ 311,430 $ — $ 311,430 Long-term investments: Corporate notes and bonds — 150,763 — 150,763 Municipal bonds — 4,721 — 4,721 US government and agency — 26,517 — 26,517 Total long-term investments $ — $ 182,001 $ — $ 182,001 Total Assets $ 46,367 $ 493,431 $ — $ 539,798 Liabilities Public warrants $ 3,819 $ — $ — $ 3,819 (1) Includes money market funds associated with the Company’s overnight investment sweep account and cash collateralizing the Company's letter of credit and corporate credit cards. Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. There were no transfers between levels during the years ended December 31, 2023 and 2022. On December 31, 2023 , the closing trading price of the public warrants was $ 4.40 per warrant. F- 22 6. PROPERTY AND EQUIPMENT, NET Property and equipment, net is composed of the following (in thousands): December 31, December 31, 2023 2022 Computer equipment and acquired computer software $ 4,537 $ 2,407 Machinery, equipment, furniture and fixtures 9,238 7,506 Leasehold improvements 10,043 1,132 Quantum computing systems 28,296 22,430 Gross property and equipment 52,114 33,475 Less: accumulated depreciation ( 14,599 ) ( 7,461 ) Total property and equipment, net $ 37,515 $ 26,014 Depreciation expense for the years ended December 31, 2023 and 2022 was $ 7.2 million and $ 4.0 million, respectively. 7. INTANGIBLE ASSETS, NET Intangible assets, net is composed of the following (in thousands, except as otherwise noted): December 31, 2023 Weighted Average Remaining Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Amount Patents 15.9 $ 5,783 $ ( 287 ) $ 5,496 Trademark Indefinite 154 — 154 Website and other 8.9 227 ( 38 ) 189 Developed technology 1.0 318 ( 159 ) 159 Internally developed software 2.3 14,524 ( 5,445 ) 9,079 Total $ 21,006 $ ( 5,929 ) $ 15,077 December 31, 2022 Weighted Average Remaining Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Amount Patents 16.5 $ 4,438 $ ( 146 ) $ 4,292 Trademark Indefinite 131 — 131 Website and other 9.6 220 ( 17 ) 203 Developed technology 2.0 318 — 318 Internally developed software 2.2 6,548 ( 2,548 ) 4,000 Total $ 11,655 $ ( 2,711 ) $ 8,944 Total amortization expense for intangible assets for the years ended December 31, 2023 and 2022, was $ 3.2 million and $ 1.6 million, respectively. As of December 31, 2023, the projected annual amortization expense for the Company’s intangible assets is as follows (in thousands): Amount Year ending December 31, 2024 $ 4,427 2025 3,524 2026 1,853 2027 189 2028 189 Thereafter 4,741 Total amortization expense $ 14,923 F- 23 8. AGREEMENTS WITH UNIVERSITY OF MARYLAND AND DUKE UNIVERSITY Exclusive License Agreement The Company entered into an exclusive license agreement (“License Agreement”) in July 2016 with the University of Maryland (“UMD”) and Duke University (“Duke”). The License Agreement grants to the Company an exclusive, perpetual license (“Initial Patents”) to certain patents, know-how and other intellectual property utilized in trapped-ion quantum computing systems. The license granted to the Company is exclusive for all patents (and non-exclusive for other types of intellectual property), subject to certain governmental rights and retained rights by UMD and Duke and other non-profit institutions to use and practice the Licensed Patents (as defined below) and technology for internal research and other non-profit purposes. In exchange for the Initial Patents, UMD and Duke received an aggregate of 142,886 shares of common stock. On February 1, 2021, the Company and UMD executed two amendments to the License Agreement granting exclusive rights to license additional intellectual property in exchange for a total of 257,198 shares of common stock. Management evaluated the amendments and concluded that the arrangements qualify as equity-classified instruments and recorded an intangible asset and additional paid-in capital based on the fair value of the shares at the date the amendments were executed of $ 1.6 million. The shares for each executed amendment were issued during the year ended December 31, 2021. Exclusive Option Agreements The Company also entered into an exclusive option agreement (the “Option Agreement”) with each of UMD and Duke in 2016 whereby on the anniversary of the effective date of the License Agreement for a period of 5 years , the Company has the right to exclusively license additional intellectual property developed by UMD and Duke (the “Additional Patents” and together with the Initial Patents, the “Licensed Patents”) by exercising an annual option and issuing shares of common stock each to Duke and UMD in consideration for the Additional Patents. The amount issued to UMD and Duke pursuant to the Option Agreement over the 5-year term was equal to an aggregate of 642,995 shares of common stock to each university. The Company may elect not to exercise the option if there was not a minimum number of intellectual property developed in a given year and then the Option Agreement would extend another year . In December 2020, the Company amended its Option Agreement with Duke, and under this amendment, the Company issued 1,214,317 shares of common stock to Duke in consideration for research and development services through July 15, 2026. Under the terms of the amended Option Agreement, the issuance of shares is a nonrefundable upfront payment in exchange for research and development services by Duke whereby the Company will obtain rights to any potential future intellectual property developed during the term. As such, the fair value of the shares of common stock was recorded as a prepaid expense and is being amortized over the term of the arrangement as services are received. The Company recognized $ 0.5 million of research and development expense related to the agreement with Duke during each of the years ended December 31, 2023 and 2022. The useful life of the Licensed Patents derived from the License Agreement and the Option Agreement is the remaining legal life at the time of acquisition. The value of the Licensed Patents is based on the fair value of the common stock given as consideration on the effective date of each agreement and exercise of option. The asset is amortized over the useful life of the Licensed Patents. 9. OTHER BALANCE SHEET ACCOUNTS Prepaid expenses and other current assets are composed of the following (in thousands): December 31, December 31, 2023 2022 Materials and supplies $ 12,476 $ 5,164 Prepaid expenses 5,696 3,952 Other current assets 4,909 3,423 Total prepaid expenses and other current assets $ 23,081 $ 12,539 F- 24 Accrued expenses are composed of the following (in thousands): December 31, December 31, 2023 2022 Accrued salaries and other payroll liabilities $ 15,950 $ 4,935 Accrued professional services 605 678 Accrued equipment and services liabilities for research and development 112 489 Accrued expenses—other 1,709 553 Total accrued expenses $ 18,376 $ 6,655 10. COMMITMENTS AND CONTINGENCIES Warranties and Indemnification The Company’s commercial services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company’s documentation under normal use and circumstances. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe third- party intellectual property rights. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. Stockholder Lawsuit In May 2022, a securities class action complaint captioned Leacock v. IonQ, Inc. et al., Case No. 8:22-cv-01306, was filed by a stockholder of the Company in the United States District Court for the District of Maryland (the “Leacock Litigation”) against the Company and certain of the Company’s current officers. In June 2022, a securities class action complaint captioned Fisher v. IonQ, Inc., Case No. 8:22-cv-01306-DLB (the “Fisher Litigation”) was filed by a stockholder against the Company and certain of the Company’s current officers (“IonQ Defendants”). Both the Leacock Litigation and Fisher Litigation, which have been consolidated into a single action, allege violations of Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act and seek damages. In September 2022, the Court appointed lead plaintiffs and counsel for lead plaintiffs, and ordered lead plaintiffs to file a consolidated amended complaint. The consolidated amended complaint was filed on November 22, 2022. As part of the consolidated amended complaint, certain members of the Company’s board of directors as well as other dMY-related defendants (“Additional Defendants”) have been added as defendants to the case. On February 7, 2023, the IonQ Defendants and the Additional Defendants each filed a motion to dismiss the consolidated amended complaint. On March 23, 2023, lead plaintiffs filed their omnibus opposition to the motions to dismiss. On April 26, 2023, the IonQ Defendants and the Additional Defendants each filed a reply in support of the motions to dismiss. On September 28, 2023, the District Court of Maryland issued an order dismissing plaintiffs' claims against the IonQ Defendants and the Additional Defendants with prejudice and directed the clerk to close the case. On October 26, 2023, the plaintiffs filed a motion for post-judgment relief, seeking to amend their consolidated amended complaint. The IonQ Defendants and Additional Defendants filed oppositions to plaintiffs’ motion on December 1, 2023, and plaintiffs filed their reply on January 8, 2024. Both the IonQ Defendants and Additional Defendants intend to defend the matters vigorously. Given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from the associated suit. Glatt Litigation On January 12, 2021, dMY Technology Group, Inc. II, dMY Sponsor II, LLC, dMY, and dMY Sponsor III, LLC (“Sponsor”) accepted service of a lawsuit where they were named as counterclaim defendants in an underlying action by and between GTY Technology Holdings, Inc. (“GTY”), dMY Technology Holdings Inc., dMY Sponsor, LLC, dMY Sponsor II, LLC, dMY Technology Group Inc. II, dMY and Sponsor (collectively “dMY Defendants”) and Carter Glatt (“Glatt”) and Captains Neck Holdings LLC (“Captains Neck”), an entity of which Mr. Glatt is a member. The underlying lawsuit, filed by dMY Technology Group, Inc. and dMY Sponsor, LLC, seeks a declaratory judgment that Glatt and Captains Neck are not entitled to membership units of dMY Sponsor LLC, which was formed by Harry L. You, the co-founder and former President and Chief Financial Officer of GTY when Glatt was still working at GTY. The underlying lawsuit contains claims arising from Glatt’s termination of employment from GTY, including theft and misappropriation of confidential GTY information, breach of contract, breach of the duties of loyalty and fiduciary duty and conversion. Glatt responded to the underlying lawsuit by adding members of the Sponsor and officers of dMY as additional counterclaim defendants (collectively with the dMY Defendants Glatt and Captains Neck, the “Counterclaim Defendants”) and adding Dune Acquisition Holdings LLC, a newly formed special purpose acquisition company, as a counterclaimant and asserting claims for breach of contract, fraudulent misrepresentation, negligent misrepresentation, tortious interference with business relations, quantum meruit and unjust enrichment. dMY and the Company have never employed Glatt nor maintained any business agreements with him. F- 25 The Counterclaim Defendants denied the claims against them and filed a motion to dismiss the suit. During 2023, the court dismissed the claims against dMY Technology Group, Inc. III (“dMY III”), the former legal registrant of IonQ, Inc and the case is now considered closed. 11. STOCKHOLDERS’ EQUITY Our second amended and restated certificate of incorporation authorizes us to issue up to 1,000,000,000 shares of common stock, $ 0.0001 par value per share, and 20,000,000 shares of preferred stock, par value $ 0.0001 per share. Preferred Stock Under our second amended and restated certificate of incorporation, our board of directors may, without further action by our stockholders, fix the rights, preferences, privileges and restrictions of up to an aggregate of 20,000,000 shares of preferred stock in one or more series and authorize their issuance. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. Any issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders would receive dividend payments and payments on liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deterring or preventing a change of control or other corporate action. No shares of preferred stock have been issued as of December 31, 2023. Common Stock The terms, rights, preference, and privileges of the common stock are as follows: Voting Rights Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, each holder of common stock possess all voting power for the election of our directors and all other matters requiring stockholder action. Holders of common stock are entitled to one vote per share on matters to be voted on by stockholders. The Company’s second amended and restated certificate of incorporation and bylaws do not provide for cumulative voting rights. Dividends Subject to preferences that may be applicable to any then outstanding preferred stock, the holders of common stock may be entitled to receive dividends out of legally available funds if the board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that the board of directors may determine. We do not anticipate paying any cash dividends in the foreseeable future. Liquidation In the event of our voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of common stock will be entitled to receive an equal amount per share of all of our assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock, if any, have been satisfied. Rights and Preference Holders of the Company’s common stock have no preemptive or other subscription rights, and there are no sinking fund or redemption provisions applicable to the common stock. The rights, preferences, and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of the Company’s preferred stock that may be issued. F- 26 Common Stock Reserved for Issuance The Company’s common stock reserved for future issuances are as follows: As of December 31, 2023 2022 Stock options outstanding 21,664,377 24,716,270 Warrants to acquire common stock 8,301,202 8,301,202 Public warrants outstanding 5,228,253 5,231,486 Restricted stock units outstanding 15,107,535 9,320,045 Performance-based restricted stock units grants 12,923,499 — Shares available for grant under the 2021 Equity Incentive Plan 14,075,832 23,415,625 Shares available for issuance under the Employee Stock Purchase Plan 5,354,000 5,354,000 Total common stock reserved 82,654,698 76,338,628 12. WARRANT TRANSACTION AGREEMENT In November 2019, contemporaneously with a revenue arrangement, the Company entered into a contract, pursuant to which the Company agreed to issue to a customer warrants to acquire shares of Legacy IonQ Series B-1 preferred stock (the “Warrant Shares”), subject to certain vesting events. Upon closing of the Business Combination, these warrants exercisable for Legacy IonQ Series B-1 preferred stock were assumed by the Company and converted into a warrant to purchase shares of common stock. Except as specifically provided in the Merger Agreement, the Warrant Shares will have the same terms and be subject to the same conditions (including applicable vesting conditions) as set forth in the Legacy IonQ warrant agreement. As of December 31, 2023 , the contract allows for the customer to acquire up to 8,301,202 shares of common stock in the Company. As the Warrant Shares were issued in connection with an existing commercial agreement with a customer, the value of the Warrant Shares was determined to be consideration payable to the customer and consequently is treated as a reduction to revenue recognized under the corresponding revenue arrangement. Approximately 6.5 % of the Warrant Shares vested and became immediately exercisable in August 2020. The remaining Warrant Shares will vest and become exercisable upon satisfaction of certain milestones based on revenue generated under the commercial agreement with the customer, to the extent certain prepayments are made by the customer. The exercise price for the Warrant Shares is $ 1.38 per share and the warrant is exercisable through November 2029. The fair value of the Warrant Shares at the date of issuance was determined to be $ 8.7 million. 13. WARRANT LIABILITIES The Company assumed 7,500,000 public warrants on September 30, 2021 as part of the Business Combination. As of December 31, 2023 , there were 5,228,253 public warrants to purchase common stock outstanding. Each warrant entitles the registered holder to purchase one share of common stock at a price of $ 11.50 per share. Public warrants The public warrants may be exercised on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering of dMY; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the public warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their public warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The public warrants became exercisable on November 17, 2021. Redemption of warrants when the price per share of common stock equals or exceeds $ 18.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • in whole and not in part; • at a price of $ 0.01 per warrant ; • upon a minimum of 30 days’ prior written notice of redemption ; and F- 27 • if, and only if, the closing price of common stock equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of warrants for when the price per share of common stock equals or exceeds $ 10.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value (as defined within the warrant agreement) of the common stock except as otherwise described within the warrant agreement; and upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of common stock equals or exceeds $ 10.00 per public share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends notice of redemption to the warrant holders. No public warrants have been redeemed by the Company as of December 31, 2023 . 14. STOCK-BASED COMPENSATION Equity Incentive Plans The Company has a 2015 Equity Incentive Plan (the “2015 Plan”), which provided for the grant of share-based compensation to certain officers, directors, employees, consultants, and advisors. Upon the closing of the Business Combination, no further awards were made pursuant to the 2015 Plan and all outstanding Legacy IonQ stock options under the 2015 Plan were assumed by the Company. Such stock options granted under the 2015 Plan will continue to be governed by the terms of the 2015 Plan and the stock option agreements thereunder, until such outstanding options are exercised or until they terminate or expire by their terms. For awards granted under the 2015 Plan, vesting generally occurs over four to five years from the date of grant. In August 2021, the Company’s board of directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which was subsequently approved by the Company’s stockholders in September 2021, and became effective upon the closing of the Business Combination. The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards (“RSU”), performance awards and other forms of awards to employees, directors, and consultants. The number of shares of the Company’s common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each year, beginning on January 1, 2022, and continuing through and including January 1, 2031, by 5 % of the Fully Diluted Common Stock (as defined in the 2021 Plan) outstanding on December 31 of the preceding year, or a lesser number of shares determined by the Company’s board of directors prior to such increase. As of January 1, 2024, the number of shares reserved for issuance under the 2021 Plan increased by 14,215,808 . For awards granted under the 2021 Plan, vesting terms range from one to four years from the date of grant. As of December 31, 2023, the Company had 14,075,832 shares available for grant under the 2021 Plan. Under both equity incentive plans, all options granted have a contractual term of 10 years. Stock Options The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. Expected Volatility —As the Company was privately held until 2021 and there has been limited history of a public market for its common stock prior to closing the Business Combination, the expected volatility is based on the average historical stock price volatility of comparable publicly-traded companies in its industry peer group, financial, and market capitalization data. Expected Term —The expected term of the Company’s options represents the period that the stock options are expected to be outstanding. The Company has estimated the expected term of its employee stock option awards using the SAB Topic 14 Simplified Method allowed by the FASB and SEC, for calculating expected term as it has limited historical exercise data to provide a reasonable basis F- 28 upon which to otherwise estimate expected term. Certain of the Company’s stock options began vesting prior to the grant date, in which case the Company uses the remaining vesting term at the grant date in the expected term calculation. Risk-Free Interest Rate —The Company estimates its risk-free interest rate by using the yield on actively traded non-inflation-indexed U.S. treasury securities with contract maturities equal to the expected term. Dividend Yield —The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero . Fair Value of Underlying Common Stock —For stock options granted under the 2015 Plan, because the Company’s common stock was not yet publicly traded on the date of grant, the Company estimated the fair value of common stock prior to closing the Business Combination. The board of directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards were approved. The factors considered included, but were not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of Legacy IonQ’s previously Convertible Redeemable Preferred Stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. For stock options granted under the 2021 Plan, the Company utilizes the closing stock price on the date of grant as the fair value of the common stock underlying such options. The assumptions used to estimate the fair value of stock options granted are as follows: Year Ended December 31, 2023 2022 Risk-free interest rate 4.09 % 2.60 % Expected term (in years) 5.50 5.82 Expected volatility 80.63 % 75.82 % Dividend yield — % — % The stock option activity is summarized in the following table: Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2022 24,716,270 $ 2.19 7.32 $ 49.69 Granted 104,020 13.53 Exercised ( 1,800,450 ) 1.25 Cancelled/ Forfeited ( 1,355,463 ) 3.23 Outstanding as of December 31, 2023 21,664,377 $ 2.26 6.05 $ 220.08 Exercisable as of December 31, 2023 14,987,758 $ 1.44 5.41 $ 164.45 Exercisable and expected to vest as of December 31, 2023 21,664,377 $ 2.26 6.05 $ 220.08 The following table summarizes additional information on stock option grants, vesting and exercises (in millions, except per share amounts): Year Ended December 31, 2023 2022 Total intrinsic value of options exercised $ 18.6 $ 6.7 Aggregate grant-date fair value of options vested $ 15.5 $ 9.9 Weighted-average grant date fair value per share for options granted $ 9.38 $ 5.58 F- 29 Early Exercised Stock Options As of December 31, 2023 and 2022, there were 403,764 and 905,128 shares, respectively, subject to repurchase related to stock options early exercised and unvested. As of December 31, 2023 and 2022, the Company recorded a liability related to these shares subject to repurchase in the amount of $ 0.8 million and $ 2.0 million, respectively, in its consolidated balance sheets. Restricted Stock Units The RSU activity is summarized in the following table: Number of RSUs Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Fair Value (in millions) Outstanding as of December 31, 2022 9,320,045 $ 7.02 3.21 $ 65.38 Granted 11,072,072 9.97 Vested ( 4,466,894 ) 7.89 Forfeited ( 817,688 ) 7.42 Outstanding as of December 31, 2023 15,107,535 $ 8.90 2.98 $ 134.42 Expected to vest after December 31, 2023 15,066,535 $ 8.89 2.98 $ 133.89 During the years ended December 31, 2023 and 2022, the Company released 566,389 and 81,134 RSUs, respectively, related to the settlement of an accrued bonus liability. Performance-Based Restricted Stock Units During the year ended December 31, 2023 , the Company granted performance-based restricted stock unit awards (“PSU”) to certain officers and employees, which vest over approximately four years . The target number of PSUs granted was 4,641,564 . The number of shares that can be earned will range from 0 % to 300 % of the target number of shares, based on the Company's achievement of certain financial and technical goals, as well as a stock price hurdle requirement for a portion of the awards. In the event that the stock price hurdle is not met at the time the PSUs vest, the maximum PSU opportunity shall be limited to target ( 100 %) performance. The number of PSUs expected to vest and for which compensation cost has been recognized is based on the number of awards that the Company believes are probable of vesting as of December 31, 2023 . No PSUs were granted during the year ended December 31, 2022. For the portion of the PSUs subject to the stock price hurdle, the fair value was determined using a Monte Carlo simulation model. The Monte Carlo simulation model requires estimates of highly subjective assumptions, which affect the fair value of each PSU. Expected Volatility —As the Company was privately held until 2021 and there has been limited history of a public market for its common stock prior to closing the Business Combination, the expected volatility is based on the average historical stock price volatility of comparable publicly-traded companies in its industry peer group, financial, and market capitalization data. Contractual Term —The Company utilizes the remaining performance period on the date of grant as the contractual term, which represents the period that the PSUs are expected to be outstanding. Risk-Free Interest Rate —The Company estimates its risk-free interest rate by using the yield on actively traded non-inflation-indexed U.S. treasury securities with contract maturities equal to the expected term. Dividend Yield —The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero . Fair Value of Underlying Common Stock —The Company utilizes the closing stock price on the date of grant as the fair value of the common stock underlying such PSUs in the Monte Carlo simulation model. F- 30 The assumptions used to estimate the fair value of PSUs subject to the stock price hurdle are as follows: Year Ended December 31, 2023 2022 Risk-free interest rate 4.59 % — % Contractual term (in years) 3.37 — Expected volatility 80.00 % — % Dividend yield — % — % The PSU activity is summarized in the following table, based on awards at target: Number of PSUs Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Fair Value (in millions) Outstanding as of December 31, 2022 — $ — — $ — Granted 4,641,564 15.74 Forfeited ( 333,731 ) 15.56 Outstanding as of December 31, 2023 4,307,833 $ 15.75 3.17 $ 67.86 Expected to vest after December 31, 2023 (1) 6,461,750 $ 15.06 3.17 $ 97.34 (1) Represents the number of PSUs expected to vest, which may exceed the target number of shares, based on the Company's probability assessment of expected performance during the performance period. Stock-Based Compensation Expense Total stock-based compensation expense for stock option awards, RSUs and PSUs, which are included in the consolidated financial statements, is as follows (in thousands): Year Ended December 31, 2023 2022 Cost of revenue $ 2,819 $ 902 Research and development 40,103 13,472 Sales and marketing 6,762 1,298 General and administrative 20,059 15,784 Stock-based compensation, net of amounts capitalized $ 69,743 $ 31,456 Capitalized stock-based compensation—Intangibles and fixed assets 4,702 1,741 Total stock-based compensation $ 74,445 $ 33,197 Unrecognized Stock-Based Compensation A summary of the Company's remaining unrecognized compensation expense and the weighted-average remaining amortization period as of December 31, 2023, related to its non-vested stock option awards, RSUs and PSUs is presented below (in millions, except time period amounts): Unrecognized Expense Weighted- Average Amortization Period (Years) Restricted stock units $ 122.8 3.1 Performance-based restricted stock units 87.0 3.2 Stock options 26.5 2.2 Employee Stock Purchase Plan In August 2021, the Company’s board of directors adopted the Employee Stock Purchase Plan (the “ESPP”), which was subsequently approved by the Company’s stockholders in September 2021, and became effective upon the closing of the Business Combination. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the U.S. F- 31 Internal Revenue Code of 1986, as amended (the “Code”). The number of shares of common stock initially reserved for issuance under the ESPP was 5,354,000 shares. The ESPP provides for an annual increase on January 1 of each year, beginning on January 1, 2022, and continuing through and including January 1, 2031, equal to the lesser of (i) 1 % of the fully diluted shares of common stock outstanding on the last day of the prior fiscal year, (ii) 10,708,000 shares, or (iii) a lesser number of shares determined by the Company’s board of directors prior to such increase. The board of directors elected not to approve the annual increase of ESPP shares on January 1, 2024. Under the terms of the ESPP, eligible employees can elect to acquire shares of the Company’s common stock through periodic payroll deductions during a series of offering periods. Purchases under the ESPP are affected on the last business day of each offering period at a 15 % discount to the lower of closing price on that day or the closing price on the first day of the offering period. As of December 31, 2023 , no shares of common stock had been issued under the ESPP and no offering period had been set by the board of directors. 15. INCOME TAXES The current and deferred components of the provision for income taxes for federal, state and foreign jurisdictions for the years ended December 31, 2023 and 2022 are as follows (in thousands): Year Ended December 31, 2023 2022 Current: Federal $ — $ — State — — Foreign 48 — Total current tax expense (benefit) $ 48 $ — Deferred: Federal — — State — — Foreign — — Total deferred tax expense (benefit) $ — $ — Total tax expense (benefit) $ 48 $ — The Company’s provision for income taxes differs from the amount determined by applying the applicable federal statutory tax rate to the loss before income taxes due to the valuation allowance for the net deferred income tax assets. A reconciliation of the U.S. statutory tax rate to our effective tax rate is presented below: Year Ended December 31, 2023 2022 U.S. federal statutory income tax rate 21.0 % 21.0 % State and local income taxes 4.5 % 7.4 % R&D tax credits 3.1 % 5.9 % Stock-based compensation 2.6 % ( 5.1 )% Warrant expense ( 2.5 )% 13.0 % Change in tax rates ( 0.4 )% 0.4 % Provision to return and deferred tax adjustments ( 0.2 )% 10.9 % Valuation allowance ( 28.0 )% ( 53.4 )% Other ( 0.1 )% ( 0.1 )% Effective tax rate 0.0 % 0.0 % F- 32 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, December 31, 2023 2022 Deferred tax assets: Accrued bonus $ 3,652 $ 1,018 Unearned revenue 1,233 — Stock-based compensation 7,308 2,965 Depreciation and amortization 2,843 2,725 Capitalized R&D costs 27,432 8,262 Lease liabilities 2,031 1,068 R&D credit carryforwards 11,428 6,240 Net operating loss carryforwards 36,197 24,836 Other 686 2,256 Total deferred tax assets $ 92,810 $ 49,370 Valuation allowance ( 90,963 ) ( 48,212 ) Total deferred tax assets, net of valuation allowance $ 1,847 $ 1,158 Deferred tax liabilities: Right of use assets ( 1,142 ) ( 989 ) Other ( 705 ) ( 169 ) Total deferred tax liabilities $ ( 1,847 ) $ ( 1,158 ) Net deferred tax assets (liabilities) $ — $ — The following table summarizes the activity in the Company’s valuation allowance against its gross deferred tax assets (in thousands): 2023 2022 Beginning balance $ 48,212 $ 20,388 Charged to costs and expenses 44,123 25,925 Charged (credited) to other accounts ( 1,372 ) 1,899 Ending balance $ 90,963 $ 48,212 The Company had pre-tax U.S. federal and state net operating loss carryforwards of approximately $ 143.4 million and $ 95.7 million, respectively, as of December 31, 2023 . The Company’s net operating loss carryforwards generated prior to January 1, 2018 of $ 1.1 million will begin to expire, if not utilized, in 2036. The Company’s net operating loss carry forwards generated after December 31, 2017, will carryforward indefinitely. As of December 31, 2023, the Company had U.S. federal and state tax credit carryforwards of $ 11.6 million. The tax credit carryforwards will expire between 2025 and 2043 . The deductibility of such credits and net operating losses (“NOL”) may be limited. Under Sections 383 and 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which generally occurs if the percentage of the corporation’s stock owned by 5 % stockholders increases by more than 50 % over a three-year period, the corporation’s ability to use its pre-change credits and NOL carryforwards and other pre-change tax attributes to offset its post-change income, may be limited. The Company has not determined if it has experienced Section 383/382 ownership changes in the past and if a portion of its NOL and tax credit carryforwards are subject to an annual limitation. In addition, the Company may experience ownership changes in the future as a result of subsequent shifts in its stock ownership, some of which may be outside of its control. If the Company determines that an ownership change has occurred and its ability to use its historical NOL and tax credit carryforwards is significantly limited, it would harm the Company’s future operating results by effectively increasing its future tax obligations. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses, including a three-year cumulative loss position as of December 31, 2023 and 2022 , the Company has concluded that it is not more likely than not that its deferred income tax assets will be realized. Accordingly, the Company has provided a full valuation allowance , for each of the years ended December 31, 2023 and 2022. The net increase in the valuation allowance of $ 42.8 million is due to the impacts of capitalized research and development and current year operating losses. F- 33 The Company is generally subject to a three-year statute of limitations by major tax jurisdictions. The current tax years that are subject for examination are tax years 2018 through 2022 , although tax years dating back to 2016 remain open up to the tax attribute amounts carried forward for future use. 16. LEASES The Company has operating leases for its various facilities, including its two primary locations in College Park, Maryland, and Bothell, Washington. The College Park, Maryland facility is used for research and development, servicing customers and corporate functions and is leased from UMD. Refer to Note 18 for further information. The Bothell, Washington facility is used for manufacturing, research and development, and general office space. Both the College Park, Maryland, and Bothell, Washington, leases expire in 2030 . As of December 31, 2023 and 2022, the weighted-average remaining lease term was 6.5 years and 7.9 years, respectively, and the weighted-average discount rate was 9.0 % and 11.9 % , respectively. The Bothell, Washington facility lease includes a landlord-provided tenant improvement allowance to offset a portion of the costs of the construction of leasehold improvements. The Company determined that the leasehold improvements will be Company-owned, and as such, reflected the lease incentive as a reduction of lease payments used to measure the operating lease liability and ROU asset as of the lease commencement date. The components of lease cost were as follows (in thousands): Year Ended December 31, 2023 2022 Operating lease cost (1) Fixed lease cost $ 1,458 $ 763 Short-term cost 145 79 Total operating lease cost $ 1,603 $ 842 (1) The lease costs are reflected in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2023 2022 Cost of revenue $ 145 $ 53 Research and development 722 612 Sales and marketing 84 46 General and administrative 652 131 Total operating lease cost $ 1,603 $ 842 Supplemental cash flow and other information related to operating leases was as follows (in thousands): Year Ended December 31, 2023 2022 Cash payments (receipts) included in the measurement of operating lease liabilities, net $ ( 1,790 ) $ 644 F- 34 As of December 31, 2023, maturities of operating lease liabilities are as follows (in thousands): Amount Year Ending December 31, 2024 $ 1,498 2025 2,089 2026 2,414 2027 2,449 2028 2,523 Thereafter 3,862 Total lease payments $ 14,835 Less: imputed interest ( 3,748 ) Less: lease incentives ( 2,982 ) Present value of operating lease liabilities $ 8,105 In December 2023, the Company amended the Bothell, Washington lease agreement to increase the rentable square feet by approximately 36,000 (the “Additional Space”), for a total of 101,000 square feet. The lease amendment is accounted for as a lease modification in accordance with ASC 842, resulting in a $ 0.8 million reduction to the ROU asset and lease liability for the existing space. The lease for the Additional Space will commence in 2024 and expire in 2030 . The lease amendment provides for total future lease payments of approximately $ 4.3 million for the Additional Space. In February 2024, the Company entered into a lease agreement for approximately 27,000 square feet in Arlesheim, Switzerland, which will commence in 2024 and expire in 2029 , with total future lease payments of approximately $ 4.3 million. 17. EMPLOYEE BENEFIT PLAN The Company has a 401(k) savings plan (the “401(k) Plan”), which qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees may elect to contribute up to 100 % of their eligible compensation, subject to certain limitations. The 401(k) Plan provides for a discretionary employer-matching contribution. The Company made a matching contribution of $ 1.6 million and $ 0.9 million to the 401(k) Plan for the years ended December 31, 2023 and 2022 , respectively. 18. RELATED PARTY TRANSACTIONS Transactions with UMD and Duke As described in Note 8, the Company entered into a License Agreement and Option Agreement with UMD and Duke whereby the Company, in the normal course of business, has licensed certain intellectual property and, in the case of the amendments to the Option Agreements, has purchased research and development services. The Company considers these agreements to be related party transactions because the Company’s Co-founder and Chief Technology Officer serves as a professor at Duke and the Company’s Co-founder and former Chief Scientist served as a professor at UMD. During 2021, the Company’s former Chief Scientist moved to Duke and, in his role as a professor at Duke, co-lead the research subject to the License Agreement and Option Agreement with Duke, alongside the Company's Chief Technology Officer, until his departure from the Company. The Company's Chief Technology Officer continues to lead the research subject to the License Agreement and Option Agreement with Duke as of December 31, 2023. In addition, the Company has an operating lease for office space with UMD, which expires in 2030. Future minimum lease payments as of December 31, 2023 are $ 5.7 million. The lease costs and cash flow related to the operating lease were as follows (in thousands): Year Ended December 31, 2023 2022 Fixed lease cost $ 763 $ 763 Lease payments $ 671 $ 644 F- 35 A summary of the weighted-average remaining lease term and weighted-average discount rate is presented below: December 31, December 31, 2023 2022 Weighted-average remaining lease term (in years) 6.9 7.9 Weighted-average discount rate 11.9 % 11.9 % In September 2021, the Company entered into a contract with UMD to provide certain quantum computing services and facility access (the “UMD Quantum Agreement”) related to the National Quantum Lab at UMD in exchange for payments totaling $ 14.0 million over three years . Over the term of the contract, the Company estimates that it will make payments to UMD of approximately $ 1.4 million, including a contribution of $ 1.0 million to establish the IonQ Endowed Professorship in the College of Computer, Mathematical and Natural Sciences at UMD. The pledge and other estimated payments to UMD will not be an exchange for distinct goods or services under the provisions of ASC 606 and therefore are considered a reduction of the transaction price for the UMD Quantum Agreement. The transaction price is currently estimated at $ 12.6 million, reflecting this reduction. In July 2022, the Company entered into an agreement to provide customized quantum computing hardware to UMD for a transaction price of $ 0.7 million. The Company’s results from transactions with related parties, as reflected in the consolidated statements of operations are detailed below. Except as noted below, all transactions in the table below relate to the Company’s arrangements with UMD (in thousands): Year Ended December 31, 2023 2022 Revenue $ 4,585 $ 4,022 Cost of revenue 132 51 Research and development (1) 1,035 1,082 Sales and marketing (2) 57 131 General and administrative (3) 116 117 (1) Included in research and development are expenses attributable to Duke of $ 0.5 million for each of the years ended December 31, 2023 and 2022. (2) Included in sales and marketing are expenses attributable to Duke of less than $ 0.1 million and zero for the years ended December 31, 2023 and 2022, respectively. (3) Included in general and administrative are expenses attributable to Duke of less than $ 0.1 million and zero for the years ended December 31, 2023 and 2022, respectively. The Company has the following balances related to transactions with related parties, as reflected in the consolidated balance sheets. Except as noted below, all transactions in the table below relate to the Company’s arrangements with UMD (in thousands): December 31, December 31, 2023 2022 Assets Prepaid expenses and other current assets ($ 520 and $ 520 attributable to Duke) $ 531 $ 529 Operating lease right-of-use asset 3,452 3,753 Other noncurrent assets ($ 805 and $ 1,325 attributable to Duke) 805 1,325 Liabilities Accounts payable ($ 6 and zero attributable to Duke) $ 6 $ 29 Accrued expenses ($ 6 and zero attributable to Duke) 124 — Current operating lease liabilities 661 591 Unearned revenue 2,670 3,514 Non-current operating lease liabilities 3,181 3,459 19. GEOGRAPHIC INFORMATION Revenue generated for customers located in the United States was approximately 85 % and 82 % of revenue for the years ended December 31, 2023 and 2022 , respectively. F- 36