Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 14, 2021, the Board of Directors (the "Board") of IonQ, Inc. (the
"Company") increased the size of the Board from seven to eight directors and,
following the recommendation of the Nominating and Corporate Governance
Committee, appointed Inder M. Singh to serve as a member of the Board and as a
member of the Board's Audit Committee, effective immediately. Mr. Singh is a
Class I director whose term will expire at the Company's 2022 Annual Meeting of
Stockholders. The Board has determined that Mr. Singh is "independent" pursuant
to the rules of The New York Stock Exchange ("NYSE") and other governing laws
and applicable regulations.
Since April 2019, Mr. Singh has served as Executive Vice President and Chief
Financial Officer of Arm Limited, a British semiconductor and software design
company, where he leads the global finance organization as well as corporate IT
operations, procurement and enterprise security teams. From November 2016 to
April 2019, Mr. Singh served as Senior Vice President and Chief Financial
Officer, and from March 2016 to November 2016, as Chief Strategy and Marketing
Officer, of Unisys Corp., a publicly listed company. Prior to that, Mr. Singh
was a Managing Director at SunTrust Bank's equities unit, and a Senior Vice
President in finance at Comcast Corporation. Mr. Singh is currently a member of
the board of directors of Affinity Federal Credit Union, a U.S. financial
services firm. Mr. Singh has also advised startups as a member of Columbia
University's Entrepreneurship Advisory Board, and participates as a project
advisor for the U.S. Department of Homeland Security on national security and
critical infrastructure issues. Mr. Singh received an M.B.A. in finance from New
York University and holds M.S. and a B.S. degrees in engineering from Columbia
University.
There is no arrangement or understanding between Mr. Singh and any other person
pursuant to which he was selected as a director, and there is no family
relationship between Mr. Singh and any of the Company's other directors or
executive officers. There are no transactions between Mr. Singh and the Company
that would be required to be reported under Item 404(a) of Regulation S-K.
As a non-employee director of the Company, Mr. Singh is eligible to participate
in the Company's non-employee director compensation policy, pursuant to which he
will receive cash compensation of $30,000 per year for service on the Board and
$8,000 per year for service on the Audit Committee, and an initial equity award
with a dollar-denominated value of $400,000. The initial equity award (i) will
be made pursuant to the Company's 2021 Equity Incentive Plan; (ii) will consist
of restricted stock units and an option to purchase the Company's common stock;
and (iii) will vest over a three-year period, with one-third of the initial
grant vesting on each anniversary of the grant date, such that the initial grant
is fully vested on the third anniversary of the date of grant, subject to
continued board service.
In connection with Mr. Singh's election to the Board, the Company and Mr. Singh
entered into the Company's standard form of indemnification agreement, a copy of
which was filed as Exhibit 10.13 to the Company's Registration Statement on Form
S-1 (File No. 333-260008), filed with the SEC on October 4, 2021. This agreement
requires the Company to indemnify Mr. Singh, to the fullest extent permitted by
Delaware law, for certain liabilities to which he may become subject as a result
of his affiliation with the Company.
Item 8.01 Other Events.
As previously disclosed, on September 30, 2021 (the "Closing Date"), the Company
consummated the previously announced transactions (collectively, the "Merger")
contemplated by that certain Agreement and Plan of Merger, dated March 7, 2021
(the "Merger Agreement"), by and among the Company (at such time named dMY
Technology Group, Inc. III ("dMY")), IonQ Trap Acquisition, Inc., a wholly owned
subsidiary of dMY, and IonQ Quantum, Inc., a Delaware corporation (f/k/a IonQ,
Inc.) ("Legacy IonQ").
Pursuant to the Merger Agreement, the Merger was accounted for as a reverse
recapitalization (the "Reverse Recapitalization") in accordance with U.S.
generally accepted accounting principles. Under this method of accounting, dMY
was treated as the "acquired" company and Legacy IonQ was treated as the
acquirer for financial reporting purposes. The Reverse Recapitalization was
treated as the equivalent of Legacy IonQ issuing stock for the net assets of
dMY, accompanied by a recapitalization.
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The Company is filing this Current Report on Form 8-K to recast its consolidated
financial statements for the years ended December 31, 2020 and 2019 as
previously incorporated by reference in the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission (the "SEC") on October 4, 2021
(the "Super 8-K") to reflect the effects of the Reverse Recapitalization .
Within the recast financial statements, the assets, liabilities and results of
operations are those of Legacy IonQ for all periods presented. Additionally, the
equity structure has been retroactively restated for all prior periods to
reflect the exchange ratio used to determine 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 Merger. As such, the shares and
corresponding capital amounts and earnings per share related to Legacy IonQ
common stock prior to Merger have been retroactively restated as shares
reflecting the exchange ratio established in the Merger. In addition, Legacy
IonQ's convertible redeemable preferred stock and warrants previously classified
as mezzanine equity were retroactively adjusted for the exchange ratio,
converted into common stock, and reclassified to permanent equity because of the
Reverse Recapitalization. All exercise prices for stock options and warrants
have similarly been retroactively restated to reflect the exchange ratio
established in the Merger.
Included herein as Exhibit 99.1 are the audited financial statements of the
Company as of and for the years ended December 31, 2020 and 2019. These
financial statements update the audited financial statements of Legacy IonQ
included in Item 2.01 and Item 9.01 of the Super 8-K. Exhibit 99.1 is attached
hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Audited Financial Statements of IonQ, Inc. for the Years Ended
December 31, 2020 and 2019.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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