IonQ, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Issuer Purchases of Equity Securities Period Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs 7/1/2021 – 7/31/2021 — — — — 8/1/2021 – 8/31/2021 — — — — 9/1/2021 – 9/30/2021 100,000 9.68 — — Total 100,000 9.68 — — All of the shares repurchased, as reflected in the table above, were repurchases of unvested shares of our common stock that had been issued upon early exercise of stock options. Pursuant to the associated option award agreements, upon termination of employment of a person holding unvested shares, we were entitled to repurchase the unvested shares. Recent Sales of Unregistered Securities On September 30, 2021 and in connection with the closing of the Business Combination, we issued 34,500,000 shares of common stock for a purchase price of $10.00 per share and an aggregate purchase price of $345.0 million pursuant to separate subscription agreements. Such shares of common stock were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Use of Proceeds On November 17, 2020, dMY consummated its initial public offering of 30,000,000 units, consisting of shares of common stock and warrants to purchase shares of common stock, generating total gross proceeds of $300.0 million. After deducting payments to existing stockholders of $9.5 million in connection with their exercise of redemption rights prior to the closing of the Business Combination and expenses related to the Business Combination, the remainder of the trust account is now held on our balance sheet to fund our operations and continued growth. 70 Table of Contents Item 6. Exhibits. (a) Exhibits. The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q. Incorporated by Reference Exhibit Description Form File Number Exhibit Filing Date 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. 8-K 001-39694 2.1 March 8, 2021 3.1 Amended and Restated Certificate of Incorporation of IonQ, Inc. 8-K 001-39694 3.1 October 4, 2021 3.2 Amended and Restated Bylaws of IonQ, Inc. 8-K 001-39694 3.2 October 4, 2021 10.1 Amended and Restated Registration Rights Agreement, dated September 30, 2021, between and among the investors party thereto and IonQ, Inc. 8-K 001-39694 10.1 October 4, 2021 10.2# IonQ, Inc. Change in Control Severance Plan and Summary Plan Description S-4/A 333-254840 10.36 August 5, 2021 10.3# Form of Indemnification Agreement 8-K 001-39694 10.13 October 4, 2021 10.4# 2021 Equity Incentive Plan 8-K 001-39694 10.16 October 4, 2021 10.5# Forms of Option Grant Notice and Option Agreement under 2021 Equity Incentive Plan 8-K 001-39694 10.17 October 4, 2021 10.6# Forms of Restricted Stock Unit Grant Notice and Award Agreement under the 2021 Equity Incentive Plan 8-K 001-39694 10.18 October 4, 2021 10.7# 2021 Employee Stock Purchase Plan 8-K 001-39694 10.19 October 4, 2021 31.1 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), 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 101.INS Inline XBRL Instance Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). + Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. # Indicates a management contract or compensatory plan, contract or arrangement. * Furnished herewith and not deemed to be “filed” for purposes of Section 18 of 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 this Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing. 71 Table of Contents SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IonQ, Inc. (Formerly Known as dMY Technology Group, Inc. III) Date: November 15, 2021 /s/ Peter Chapman Name: Peter Chapman Title: President and Chief Executive Officer (Principal Executive Officer) Date: November 15, 2021 /s/ Thomas Kramer Name: Thomas Kramer Title: Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)