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 Companys 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 Companys preferred
stock that are or may be issued. Currently no preferred stock has been issued as of September 30, 2021.
Preferred Stock
Under our 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 September 30, 2021.
10. WARRANT
LIABILITIES
As of September 30, 2021, there were 11,500,000 warrants to purchase common stock outstanding, consisting of 7,500,000 public
warrants and 4,000,000 private placement warrants. 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 will become
exercisable 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).
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:
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in whole and not in part;
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at a price of $0.01 per warrant;
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upon a minimum of 30 days prior written notice of redemption; and
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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.
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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:
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in whole and not in part;
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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
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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.
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Private placement warrants
The private placement
warrants are identical to the public warrants, except that the private placement warrants and the shares of common stock issuable upon exercise of the private placement warrants will not be transferable, assignable, or salable until 30 days after
the completion of a Business Combination, subject to certain limited exceptions. Additionally, the private placement warrants will be non-redeemable so long as they are held by dMY Sponsor III, LLC or its
permitted transferees. Otherwise, the private placement warrants have terms and provisions that are identical to those of the public warrants, including as to exercise price, exercisability and exercise period. If the private placement warrants are
held by holders other than the Sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants.
11. SHARE BASED COMPENSATION
The Company has a 2015
Equity Incentive Plan (the 2015 Plan) which provides for the grant of share-based compensation in the form of awards of options, stock appreciation rights, restricted stock awards and restricted stock units, to certain officers,
directors, employees, consultants, and advisors to purchase shares of the Companys common stock. Upon the Closing of the Business Combination, outstanding Legacy IonQ stock options under the 2015 Plan were assumed by the Company. Each Legacy
IonQ stock option issued and outstanding immediately prior to the Business Combination was converted into an option to purchase shares of common stock of the Company equal to the product of (a) the number of shares of Legacy IonQ common stock
subject to such Legacy IonQ stock option agreement immediately prior to the Business Combination and (b) the exchange ratio at an exercise price equal to the (i) the exercise price per share of such Legacy IonQ stock option divided by (ii) the
exchange ratio. Such stock options 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. No further
awards will be made pursuant to the 2015 Plan. For awards granted under the 2015 Plan, vesting generally occurs over four to five years from the date of grant and all options granted have a contractual term of 10 years. Vested options held at the
date of an employees termination may be exercised within three months. The Company records forfeitures as they occur.
In August 2021, the
Companys board of directors adopted the 2021 Equity Incentive Plan (the 2021 Plan) and the stockholders approved the 2021 Plan in September 2021. The 2021 Plan became effective immediately 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, performance awards and other forms of awards to employees, directors, and consultants. Initially, a
maximum of 26,235,000 shares of common stock may be issued under the 2021. The number of shares of the Companys 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 Companys board of
directors prior to such increase. No shares or awards were granted under the 2021 Plan as of September 30, 2021.
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