IonQ (IONQ) risk factors, 2025 10-K

Other

1. 01We have a history of operating losses and expect to incur significant expenses and continuing losses for the near future
2. 02We have not produced a scalable quantum computer and face significant barriers in our attempts to produce quantum computers. If we cannot successfully overcome those barriers, our business will be negatively impacted and could fail
3. 03The quantum computing and networking industry is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers
4. 04If we cannot successfully execute on our strategy, including in response to changing customer needs and new technologies and other market requirements, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed
5. 05Contracts with domestic and international government and state agencies are subject to a number of challenges and risks
6. 06Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties
7. 07If our operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of our common stock may decline

Risks Related to Our Financial Condition and Status as an Early-Stage Company

1. 08We are an early-stage company and have a limited operating history, which makes it difficult to forecast our future results of operations
2. 09We may not be able to scale our business quickly enough to meet customer and market demand, which could adversely affect our financial condition and results of operations or cause us to fail to execute on our business strategies
3. 10maintain effective financial disclosure controls and procedures
4. 11Our ability to scale is dependent also upon components we must source from the optical, mechanical, electronics and semiconductor industries. Shortages or supply interruptions in any of these components will adversely impact our ability to deliver revenues
5. 12We may not manage our growth effectively
6. 13Our management has limited experience in operating a public company
7. 14Our success will depend upon our ability to expand, scale our operations, and increase our sales capability. Even if the market in which we compete meets the size estimates and growth forecasted, our business could fail to grow at similar rates, if at all
8. 15Unforeseen issues associated with scaling up and constructing quantum computing and networking technology at commercially viable levels, and selling our technology, could negatively impact our business, financial condition and results of operations
9. 16We may need additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available
10. 17Our ability to use net operating loss carryforwards and other tax attributes may be limited

Risks Related to Our Business and Industry

1. 18We have not produced a scalable quantum computer and face significant barriers in our attempts to produce quantum computers. If we cannot successfully overcome those barriers, our business will be negatively impacted and could fail
2. 19the scaling of fidelity with qubit number could prove poorer than expected, limiting our ability to successfully run larger circuits or achieve commercial advantage
3. 20Even if we complete development and achieve volume production of our quantum computers, if the cost, performance characteristics or other specifications of the quantum computer fall short of our projections, our business, financial condition and results of operations would be adversely affected
4. 21Even if we are successful in developing quantum computing systems and executing our strategy, competitors in the industry may achieve technological breakthroughs that render our quantum computing systems obsolete or inferior to other products
5. 22We may be negatively impacted by any early obsolescence of our quantum computing technology
6. 23If our quantum computing systems are not compatible with some or all industry-standard software and hardware in the future, our business could be harmed
7. 24We may be unable to reduce the cost per qubit sufficiently, which may prevent us from pricing our quantum systems competitively
8. 25An element of our business is currently dependent upon our relationship with our cloud providers. There are no assurances that we will be able to commercialize quantum computers from our relationships with cloud providers
9. 26Any material change in our contractual and other business relationships with our public cloud providers could result in harm to our brand and reputation and reduced use of our systems, which could have a material adverse effect on our business, financial condition and results of operations
10. 27new or emerging entrants seeking to develop competing technologies
11. 28For all of these reasons, competition may negatively impact our ability to maintain and grow consumption of our platform or put downward pressure on our prices and gross margins, any of which could materially harm our reputation, business, results of operations, and financial condition
12. 29We have and may continue to face supply chain issues that could delay the introduction of our product and negatively impact our business and operating results
13. 30a failure to appropriately cancel, reschedule, or adjust our requirements based on our business needs
14. 31Our products may not achieve market success, but will still require significant costs to develop
15. 32To the extent we are unable to effectively develop and market a quantum computing system to address these challenges and attain market acceptance, our business, operating results and financial condition may be adversely affected
16. 33If we are unable to maintain our current strategic partnerships or we are unable to develop future collaborative partnerships, our future growth and development could be negatively impacted
17. 34Our business depends on our customers’ abilities to implement useful quantum algorithms and sufficient quantum resources for their business. If they are unable to do so, including due to their algorithmic challenge or other technical or personnel dilemmas, our growth may be negatively impacted
18. 35We are highly dependent on our key employees who have specialized knowledge, and our ability to attract and retain senior management and other key employees is critical to our success
19. 36Much of our revenue is concentrated in a few customers, and if we lose any of these customers through contract terminations, acquisitions, or other means, our revenue may decrease substantially
20. 37Our future growth and success depends in part on our ability to sell effectively to government entities and large enterprises
21. 38increased or unexpected costs or unanticipated delays caused by other factors outside of our control
22. 39If our information technology systems, data, or physical facilities, or those of third parties upon which we rely, are or were compromised, we could experience adverse business consequences resulting from such compromise
23. 40Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments
24. 41Applicable privacy and security obligations may require us to notify relevant stakeholders of security incidents. Such disclosures are costly, and the disclosure or the failure to comply with such requirements could lead to adverse consequences
25. 42Unfavorable conditions in our industry, the global economy, or other catastrophic events may disrupt our business, could limit our ability to grow, and negatively affect our results of operations
26. 43Government actions and regulations, such as tariffs and trade protection measures, especially in China and the United States, may adversely impact our business, including our ability to obtain products from our suppliers
27. 44We are subject to governmental export and import controls and trade and economic sanctions that could impair our ability to compete in global markets and subject us to liability if we are not in full compliance with applicable laws and other controls
28. 45Acquisitions, divestitures, strategic investments and strategic partnerships could disrupt our business and harm our financial condition and operating results

Risks Related to Our International Expansion and Future Operations

1. 46Because our success depends, in part, on our ability to expand sales internationally, our business will be susceptible to risks associated with international operations
2. 47Additionally, operating in international markets also requires significant management attention and financial resources. We cannot be certain that the investment and additional resources required in establishing operations in other countries will produce desired levels of revenue or profitability
3. 48Our international sales and operations subject us to additional risks and costs exposure to foreign currency exchange rate fluctuations, that can adversely affect our business, financial condition, revenues, results of operations or cash flows
4. 49Our international operations may subject us to greater than anticipated tax liabilities

Risks Related to Litigation and Government Regulation

1. 50Our business is exposed to risks associated with litigation, investigations and regulatory proceedings
2. 51In addition, the laws and regulations our business is subject to are complex and change frequently. We may be required to incur significant expense to comply with changes in, or remedy violations of, these laws and regulations
3. 52We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims
4. 53mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements
5. 54Certain of our activities are subject to regulations relating to use of radioactive material, compliance with which may be costly, and a failure to comply with these regulations may materially and adversely affect our business
6. 55We are subject to requirements relating to environmental and safety regulations and environmental remediation matters, which could adversely affect our business, results of operation and reputation
7. 56addressing privacy, data protection and security, such as the EU GDPR, Switzerland Federal Act on Data Protection (FADP), UK GDPR and CCPA, require our customers to impose specific contractual restrictions on their service providers. Additionally, some of our customers may require us to host personal data locally
8. 57We are subject to U.S. and foreign anti-corruption, anti-bribery and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business
9. 58Changes in tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions
10. 59five and 15 tax years, respectively. To the extent applicable, we have accounted for these changes in accordance with our understanding of the guidance available as of the date of this filing and as described in more detail in our financial statements

Risks Related to our Intellectual Property

1. 60the effects of termination
2. 61While we would expect to exercise all rights and remedies available to us, including seeking to cure any breach by us, and otherwise seek to preserve our rights under the license agreement, we may not be able to do so in a timely manner, at an acceptable cost or at all
3. 62Our patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with our commercialization of our products
4. 63are available at all)) and limit our ability to use certain key technologies in the future or require development of non-infringing products, services, or technologies, which could result in a significant expenditure and otherwise harm our business
5. 64indemnify organizations using our platform or third-party service providers
6. 65government covered by such intellectual property, “march-in” rights, certain reporting requirements and a preference for U.S.-based companies, and compliance with such regulations may limit our exclusive rights and our ability to contract with non-U.S. manufacturers

Risks Related to an Investment in our Securities and Other General Matters

1. 66The market price of shares of our common stock or public warrants may be volatile, which could cause the value of your investment to decline
2. 67the impact of any of the foregoing on our management, employees, partners, customers, and operating results
3. 68Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to several factors, some of which are beyond our control, resulting in a decline in our stock price
4. 69Short sellers may engage in manipulative activity intended to drive down the market price of our common stock, which could also result in related regulatory and governmental scrutiny, among other effects
5. 70There can be no assurance that we will be able to comply with the continued listing standards of the New York Stock Exchange (“NYSE”)
6. 71If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of financial reports, and the market price of our common stock may decline
7. 72We will continue to incur significant increased expenses and administrative burdens as a public company, which could negatively impact our business, financial condition and results of operations
8. 73and other obligations on public companies. Compliance with public company requirements will continue to increase costs and make certain activities more time-consuming
9. 74We may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our common stock
10. 75There is no guarantee that the public warrants will be in the money at any specific point in time, and they may expire worthless
11. 76We may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making such warrants worthless
12. 77We have no current plans to pay cash dividends on our common stock; as a result, stockholders may not receive any return on investment unless they sell their common stock for a price greater than the purchase price
13. 78Provisions in our organizational documents and certain rules imposed by regulatory authorities may delay or prevent an acquisition by a third party that could otherwise be in the interests of stockholders
14. 79The provision of our Certificate of Incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against directors and officers