2025-02-05T15:58:53-06:00 2024-03-31 135565207 KPMG LLP 8350 BROAD STREET STE 900 MCLEAN VA 22102 990 2023-04-01 522149962 IN-Q-TEL INC IN-Q 7032483000 1800 TYSONS BLVD 1200 TYSONS VA 22102 MATTHEW STROTTMAN EVP, CHIEF OPERATING OFFICER 7032483000 2025-02-03 1 1 BRIAN KEARNS P02061479 7032868000 2025-02-03 2023 2025-03-06 01:10:19Z MATTHEW STROTTMAN 1800 TYSONS BLVD 1200 TYSONS VA 22102 108260393 0 X WWW.IQT.ORG X 1999 DE IQT IDENTIFIES, EVALUATES, AND LEVERAGES EMERGING COMMERCIAL TECHNOLOGIES FOR (SEE SCHEDULE O)THE NATIONAL SECURITY COMMUNITY. IQT (IN-Q-TEL, INC.) ACHIEVES ITS MISSION BY DELIVERING BEST-IN-CLASS CAPABILITIES, INSIGHTS, AND OTHER SERVICES TO OUR PARTNERS THROUGH A UNIQUE GLOBAL INVESTMENT PLATFORM. 12 10 221 0 0 0 124324509 103330066 49550698 -9177136 9987386 13810116 257273 297347 184119866 108260393 2753424 1699303 0 0 58259029 67108736 0 0 0 56529330 72806949 117541783 141614988 66578083 -33354595 1028036177 997532478 97189192 102265208 930846985 895267270 X IQT SERVES AND POWERS THE U.S. NATIONAL SECURITY AND ITS ALLIES THROUGH CUTTING-EDGE TECHNOLOGY, STRATEGIC INVESTMENTS, EXPLORATION AND APPLIED RESEARCH, AND ACCELERATION OF CAPABILITIES WITH THE GENERAL PUBLIC ULTIMATELY BENEFITTING IQT'S WORK. 0 0 112993087 1699303 -8879789 SEE SCHEDULE O 112993087 1 1 0 0 0 0 0 0 0 0 1 0 1 0 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 X 96 0 221 1 0 1 AS GM SN UK 0 0 0 0 0 0 0 0 1 0 X 12 10 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 CA MA X MATTHEW STROTTMAN 7032483000 1800 TYSONS BLVD 1200 TYSONS VA 22102 C DARBY CEO (END 9/8/23) & TRUSTEE 40.00 0.00 X X 4957127 0 75864 S BOWSHER CEO (EFF 9/9/23) & TRUSTEE 40.00 0.00 X X 1946116 0 1202507 M CROW TRUSTEE, CHAIR, COMM CHAIR 5.00 0.00 X 42500 0 0 P BARRIS TRUSTEE & COMMITTEE CHAIR 5.00 0.00 X 37500 0 0 A JONES TRUSTEE & COMM CHAIR (END 12/13/23) 5.00 0.00 X 37500 0 0 H COX TRUSTEE & COMMITTEE CHAIR 5.00 0.00 X 37500 0 0 T SCHLEIN TRUSTEE 5.00 0.00 X 35000 0 0 M MULLEN TRUSTEE 5.00 0.00 X 35000 0 0 G TENET TRUSTEE 5.00 0.00 X 35000 0 0 J SMITH TRUSTEE & COMM CHAIR (EFF 12/13/23) 5.00 0.00 X 35000 0 0 S CATZ TRUSTEE 5.00 0.00 X 0 0 0 S O'SULLIVAN TRUSTEE 5.00 0.00 X 26250 0 0 W HURD TRUSTEE (END 5/31/23) 5.00 0.00 X 17500 0 0 B SASSE TRUSTEE (EFF 3/20/24) 5.00 0.00 X 0 0 0 J MISCIK TRUSTEE (END 3/22/23) 5.00 0.00 X 8750 0 0 M STROTTMAN CHIEF OPERATING OFFICER 40.00 5.00 X 1061426 0 491377 M DICKEN EVP, TECHNOLOGY PROGRAMS 40.00 0.00 X 707713 0 138432 B ADAMS EVP, GENERAL COUNSEL 40.00 5.00 X 795477 0 146890 G HOYEM EVP INVESTMENTS 40.00 0.00 X 795489 0 259604 E FOX EVP, PRODUCT MKT & COMM 40.00 0.00 X 613860 0 166386 Y ZHENG CHIEF OF STAFF (EFF 12/13/23) 40.00 0.00 X 336434 0 140097 S SEWALL EVP, NAT INNOV POLICY 40.00 0.00 X 613892 0 166494 J NELSON EVP INTERNATIONAL 40.00 0.00 X 667413 0 166377 B JADEJA SENIOR PARTNER 40.00 0.00 X 699001 0 97384 C GRAY SENIOR PARTNER 40.00 0.00 X 637127 0 116844 D HANFLING VICE PRESIDENT, TECHNOLOGY 40.00 0.00 X 597970 0 44556 T GILLESPIE MNG PTNR, WASHINGTON DC 40.00 0.00 X 691672 0 117013 E CHIU SENIOR PARTNER 40.00 0.00 X 646196 0 116980 16114413 0 3446805 164 0 1 0 HITT CONTRACTING INC 2900 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 CONSTRUCTION 23160837 CASAPLEX LLC 10582 METROPOLITAN AVE KENSINGTON MD 20895 TECHNOLOGY SERVICES 2780266 ARLINGTON CONSULTANTS GROUP LLC 4601 N FAIRFAX DR STE 1200 ARLINGTON VA 22203 CONSULTING SERVICES 1379050 ACTIVE SECURITY CONSULTING PO BOX 2175 MIDDLEBURG VA 20118 CONSULTING SERVICES 1206162 LOOKING GLASS FACTORY INC 190 WEST STREET UNIT 18 BROOKLYN NY 11222 TECHNOLOGY DEVELOPMENT 1183800 201 X 103330066 103330066 TECH INVEST - INT/DIV 522100 625327 625327 CEO SUMMIT REGIS FEES 611430 249624 249624 TECH INVEST - NET LOSS 523000 -10052087 -10052087 -9177136 13810116 13810116 I/C REV-PAYROLL SVC 900099 213095 213095 I/C REV-SVC LOAN INT 900099 84252 84252 297347 108260393 -8879789 0 13810116 1699303 1699303 10524707 6164111 4360596 42965424 34016915 8948509 10688932 7568443 3120489 2929673 2146713 782960 1543418 551496 991922 830141 231122 599019 13768306 12604619 1163687 506639 13770 492869 3363443 1058036 2305407 3297049 2688067 608982 5559257 3878327 1680930 3073526 2272274 801252 2483444 2390717 92727 3660935 2548153 1112782 478396 478396 WORK PROGRAM EXPENSE 32410181 32410181 1832214 750840 1081374 141614988 112993087 28621901 0 17888324 34825174 43494134 4622253 1354599 1163959 2857522 2082686 40810629 11945578 19649452 28865051 431034899 392401722 471897819 496965790 39859428 36605843 1028036177 997532478 56837195 56121159 61126 48993 40290871 46095056 97189192 102265208 X 930846985 895267270 930846985 895267270 1028036177 997532478 X -33354595 -2302565 77445 X 0 1 X 1 0 X 88175297 115931897 98770976 124324509 103330066 530532745 88175297 115931897 98770976 124324509 103330066 530532745 3497679 527035066 8126228 6372442 4945892 9987386 13810116 43242064 573774809 305620788 0.91850 0.92920 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 36526142 9380950 27145192 2439134 2127061 312073 1845353 437567 1407786 28865051 PREFERRED STOCK 194170650 F PREFERRED STOCK 77885272 C COMMON STOCK 9555196 F COMMON STOCK 2238831 C PREFERRED WARRANT 75901761 F PREFERRED WARRANT 106740299 C COMMON WARRANT 2207098 F COMMON WARRANT 300 C CONVERTIBLE & PROMISSORY NOTES 9502398 F CONVERTIBLE & PROMISSORY NOTES 17389327 C LIMITED PARTNER INTEREST 1374658 F 496965790 LEASE LIABILITY 45932438 NET CASH BALANCE PLAN LIABILITY 162618 46095056 X PART X, LINE 2: ON JULY 30, 2003, THE COMPANY RECEIVED A FINAL DETERMINATION FROM THE INTERNAL REVENUE SERVICE THAT THE COMPANY IS A PUBLIC CHARITY EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. FURTHER, THE COMPANY HAS NOT IDENTIFIED ANY UNRELATED BUSINESS TAXABLE INCOME. ACCORDINGLY, NO INCOME TAX PROVISION IS RECORDED IN THE ACCOMPANYING FINANCIAL STATEMENTS. NORTH AMERICA 0 0 PROGRAM SERVICES TECHNOLOGY DEVELOPMENT 14914315 EUROPE 0 0 PROGRAM SERVICES TECHNOLOGY DEVELOPMENT 35454380 EAST ASIA AND THE PACIFIC 0 0 PROGRAM SERVICES TECHNOLOGY DEVELOPMENT 12526332 MIDDLE EAST AND NORTH AFRICA 0 0 PROGRAM SERVICES TECHNOLOGY DEVELOPMENT 2596533 0 0 0 0 0 0 65491560 0 65491560 1 0 1 0 0 0 PART I, LINE 3: IQT SECONDED EMPLOYEES TO WORK FULL-TIME FOR IQT INTERNATIONAL UK LTD. (IQT UK). THESE INDIVIDUALS PERFORM SERVICES FOR THE BENEFIT OF IQT UK AND ARE COMPENSATED BY IQT UK. IQT CONTRACTS WITH IQT UK FOR SERVICES PROVIDED. IN ADDITION, IQT UK, IQT INTERNATIONAL AUSTRALIA PTY. LTD. AND IQT INTERNATIONAL SINGAPORE PTE. LTD. EMPLOY LOCALLY HIRED INDIVIDUALS THAT PERFORM SERVICES FOR THE BENEFIT OF THESE ENTITIES. 1 CIA OFFICERS MEMORIAL FOUNDATION 2251 CORP PARK DRIVE 3RD FL HERNDON VA 20171 522360463 501(C)(3) 1488503 0 SEE SUPPLEMENTAL SECTION FOR GRANT PURPOSE. THE OSS SOCIETY 7700 LEESBURG PIKE SUITE 324 FALLS CHURCH VA 22043 550810619 501(C)(3) 60800 0 SEE SUPPLEMENTAL SECTION FOR GRANT PURPOSE. THE UNITARY FUND 340 S LEMON AVE 7770 WALNUT CA 91789 831592799 501(C)(3) 150000 0 SEE SUPPLEMENTAL SECTION FOR GRANT PURPOSE. 3 0 SCHEDULE I, PART II - CIA OFFICERS MEMORIAL FOUNDATION IQT MADE A GRANT TO THE CIA OFFICERS MEMORIAL FOUNDATION (COMF) OF $1,487,043. COMF IS A 501(C)(3) PUBLIC CHARITY AND THE DONATION WAS MADE TO PROVIDE SUPPORT TO THE FAMILIES OF CIA OFFICERS WHO HAVE DIED WHILE ON ACTIVE DUTY. SCHEDULE I, PART II - THE OSS SOCIETY IQT MADE A GRANT TO THE OSS SOCIETY IN THE AMOUNT OF $60,800. THE OSS SOCIETY IS A 501(C)(3) PUBLIC CHARITY THAT PUBLISHES THE OSS SOCIETY JOURNAL, PROVIDES SPEAKERS TO EDUCATIONAL AND MILITARY ORGANIZATIONS, PRESENTS THE WILLIAM J. DONOVAN AWARD ANNUALLY, ESTABLISHES OSS MEMORIALS IN THE UNITED STATES AND EUROPE, OFFERS RESEARCH ASSISTANCE, AND IS BUILDING AN OSS MUSEUM. SCHEDULE I, PART II - UNITARY FUND IQT LABS LLC, A DISREGARDED ENTITY OF IN-Q-TEL, INC. HAS AGREED TO PROVIDE UP TO THREE YEARS OF FUNDING TO UNITARY FUND TO ESTABLISH A NEW QUANTUM TECHNOLOGY BENCHMARKING STANDARD. DURING THE REPORTING PERIOD, IQT MADE A $150,000 GRANT TO SUPPORT THE EFFORT. UNITARY FUND IS A 501(C)(3) NON-PROFIT WHOSE MISSION IS TO ACCELERATE THE DEVELOPMENT OF A QUANTUM TECHNOLOGY INDUSTRY THAT BENEFITS THE MOST PEOPLE. X X 1 1 X X X X X 0 1 0 0 0 0 0 0 0 C DARBY CEO (END 9/8/23) & TRUSTEE 723638 0 3934932 0 298557 0 53671 0 22193 0 5032991 0 2000000 0 S BOWSHER CEO (EFF 9/9/23) & TRUSTEE 880430 0 1062500 0 3186 0 1171211 0 31296 0 3148623 0 0 0 M STROTTMAN CHIEF OPERATING OFFICER 580520 0 472000 0 8906 0 460100 0 31277 0 1552803 0 0 0 G HOYEM EVP INVESTMENTS 453486 0 337500 0 4503 0 235100 0 24504 0 1055093 0 0 0 B ADAMS EVP, GENERAL COUNSEL 453603 0 334152 0 7722 0 135100 0 11790 0 942367 0 0 0 M DICKEN EVP, TECHNOLOGY PROGRAMS 409877 0 293571 0 4265 0 135100 0 3332 0 846145 0 0 0 J NELSON EVP INTERNATIONAL 388228 0 261429 0 17756 0 135100 0 31277 0 833790 0 0 0 T GILLESPIE MNG PTNR, WASHINGTON DC 429811 0 256875 0 4986 0 85700 0 31313 0 808685 0 0 0 B JADEJA SENIOR PARTNER 427970 0 256875 0 14156 0 85700 0 11684 0 796385 0 0 0 S SEWALL EVP, NAT INNOV POLICY 347472 0 261056 0 5364 0 135100 0 31394 0 780386 0 0 0 E FOX EVP, PRODUCT MKT & COMM 348957 0 261429 0 3474 0 135100 0 31286 0 780246 0 0 0 E CHIU SENIOR PARTNER 401995 0 243000 0 1201 0 85700 0 31280 0 763176 0 0 0 C GRAY SENIOR PARTNER 400805 0 234000 0 2322 0 85700 0 31144 0 753971 0 0 0 D HANFLING VICE PRESIDENT, TECHNOLOGY 301581 0 291025 0 5364 0 13200 0 31356 0 642526 0 0 0 Y ZHENG CHIEF OF STAFF (EFF 12/13/23) 258868 0 75250 0 2316 0 138200 0 1897 0 476531 0 0 0 PART I, LINE 1A IQT'S CORPORATE TRAVEL POLICY STATES, FOR DOMESTIC TRAVEL, "ALL IQT EMPLOYEES, OTHER THAN THE CEO, PRESIDENT, COO, GC OR EXECUTIVE VICE PRESIDENTS, ARE REQUIRED TO TRAVEL IN COACH OR ECONOMY CLASS." FOR FLIGHTS OVER APPROXIMATELY FIVE HOURS EMPLOYEES MAY BOOK ECONOMY PLUS AIRFARE. ON INTERNATIONAL FLIGHTS, IF AN EMPLOYEE IS EXPECTED TO WORK ON THE DAY OF ARRIVAL OR HAS WORKED THE FULL DAY OF DEPARTURE, THE EMPLOYEE MAY UPGRADE TO BUSINESS CLASS AIRFARE. WHILE THE CORPORATE TRAVEL POLICY SPECIFICALLY ADDRESSES IQT EMPLOYEE TRAVEL, IQT BOARD OF TRUSTEES ARE PROVIDED THE OPTION TO TRAVEL TO QUARTERLY BOARD MEETINGS IN BUSINESS CLASS AND RECEIVE REIMBURSEMENT. IQT GROSSES UP THE AMOUNT ADDED TO WAGES FOR THE CEO TO COMPENSATE FOR THE INCOME TAX LIABILITY ASSOCIATED WITH PAYING A LIFE INSURANCE PREMIUM ON HIS BEHALF. PART I, LINE 4B THE COMPENSATION OF THE CEO, COO AND PRESIDENT IS NOT PAID FOR WITH GOVERNMENT FUNDING. IN ADDITION, ALL INDIVIDUAL EMPLOYEE COMPENSATION IN EXCESS OF $619,000 FOR CALENDAR YEAR 2023 IS ALSO NOT PAID FOR WITH GOVERNMENT FUNDING. MR. DARBY'S EMPLOYMENT TERMINATED ON SEPTEMBER 8, 2023. FOR CALENDAR YEAR 2023, MR. DARBY'S EMPLOYMENT ARRANGEMENT WAS AS FOLLOWS: - BASE SALARY OF $1,000,000 PRORATED THROUGH SEPTEMBER 8, 2023; - SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION AS A RETENTION MECHANISM PAID PRO-RATA FOR THE PERIOD OF THE CONTRACT SERVED. MR. BOWSHER ASSUMED THE ROLE OF CEO EFFECTIVE SEPTEMBER 9, 2023 AND HIS BASE SALARY WAS INCREASED FROM $850,000 TO $1,000,000 PRORATED FOR THE REMAINDER OF THE CALENDAR YEAR 2023. MR. BOWSHER'S EMPLOYMENT ARRANGEMENT IS AS FOLLOWS: - BASE SALARY OF $850,000 JANUARY 1, 2023 - SEPTEMBER 8, 2023; $1,000,000 SEPTEMBER 9, 2023 - DECEMBER 31, 2023; - AN ANNUAL PERFORMANCE BASED BONUS DECIDED BY THE BOARD BASED ON PRESET CRITERIA; - SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION AS A RETENTION MECHANISM, PAYABLE UPON COMPLETION OF THE CONTRACT TERM. FOR CALENDAR YEAR 2023, MR. STROTTMAN'S EMPLOYMENT ARRANGEMENT IS AS FOLLOWS: - BASE SALARY OF $590,000; - AN ANNUAL PERFORMANCE BASED BONUS DECIDED BY THE BOARD BASED ON PRESET CRITERIA; - SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION AS A RETENTION MECHANISM, PAYABLE UPON COMPLETION OF THE CONTRACT TERM. PART VII & SCHEDULE J, PART II IN ADDITION TO MR. DARBY'S RESPONSIBILITIES AS CEO OF IQT, MR. DARBY SERVES AS A TRUSTEE ON THE COMPANY'S BOARD OF TRUSTEES. MR. DARBY WILL CONTINUE TO SERVE AS A TRUSTEE ON THE BOARD FOR A ONE YEAR PERIOD FOLLOWING HIS DEPARTURE. MR. DARBY HAS WAIVED ANY COMPENSATION RELATED TO HIS TRUSTEE DUTIES AND HIS INCOME AS REPORTED IN THIS FORM IS ENTIRELY ATTRIBUTABLE TO HIS DUTIES AS CEO. IN ADDITION TO MR. BOWSHER'S RESPONSIBILITIES AS CEO, HE ALSO BECAME A TRUSTEE ON THE COMPANY'S BOARD. MR. BOWSHER HAS WAIVED ANY COMPENSATION RELATED TO HIS TRUSTEE DUTIES AND HIS INCOME AS REPORTED IN THIS FOR IS ENTIRELY ATTRIBUTABLE TO HIS DUTIES AS PRESIDENT AND CEO. FORM 990, PART III, LINE 4A IQT WAS ESTABLISHED IN 1999 AS AN INDEPENDENT, NOT-FOR-PROFIT CORPORATION TO HELP THE CIA AND BROADER U.S. INTELLIGENCE COMMUNITY TO IDENTIFY INNOVATIVE TECHNOLOGIES ARISING FROM THE VENTURE-BACKED STARTUP COMMUNITY AND HARNESS THEM FOR NATIONAL SECURITY. IT IS A ONE-OF-A-KIND ORGANIZATION THAT CONSISTENTLY DELIVERS SOPHISTICATED INSIGHTS AND INVESTMENTS, AND UNPARALLELED ACCESS TO DEEP TECHNOLOGICAL EXPERTISE, ULTIMATELY PROVIDING MISSION-IMPACTFUL TECHNOLOGY CAPABILITIES WHILE SIMULTANEOUSLY INNOVATING TO SERVE IQT'S PARTNERS IN NEW WAYS. APPROACH: - IQT'S APPROACH SHOULD BE CONSIDERED "GLOBAL SECURITY INVESTING" (GSI). THIS ENCOMPASSES TRADITIONAL TERMS SUCH AS A DEFENSE TECH AND MISSION TECH, YET PLACES GREATER EMPHASIS ON LEVERAGING EXISTING AND OVER-THE-HORIZON COMMERCIAL TECHNOLOGY TO SUSTAIN MILITARY AND INTELLIGENCE OVERMATCH AGAINST ADVERSARIES. THIS APPROACH RECOGNIZES THAT IF THE U.S. IS TO WIN THE INNOVATION WARS, WE NEED NEW WAYS TO CATALYZE INVESTMENT IN UNDERFUNDED AREAS CRITICAL TO NATIONAL SECURITY AND PROMOTING ECONOMIC PROSPERITY. - AS A STRATEGIC INVESTOR IN GSI, THE COMPANY FUNDS STARTUP COMPANIES TO HELP MATURE NASCENT, DUAL-USE COMMERCIAL TECHNOLOGIES INTO MISSION-READY PRODUCTS AT A LOWER COST THAN BUILDING FROM THE GROUND UP AND OTHER ALTERNATIVE APPROACHES. IQT'S STRATEGIC AND GLOBAL INVESTMENT MODEL ENABLES AGILITY OFTEN LACKING WITHIN TRADITIONAL GOVERNMENT CONTRACTING MECHANISMS. - IQT FINDS AND NURTURES ENTREPRENEURS AND STARTUP COMPANIES THAT CAN PROVIDE A SUPPLY CHAIN OF INNOVATION WHICH ENABLES THE U.S. INTELLIGENCE AND DEFENSE COMMUNITIES AND ITS ALLIES TO BENEFIT FROM ADVANCES IN COMMERCIAL TECHNOLOGIES. - UNLIKE TRADITIONAL GOVERNMENT CONTRACTORS THAT ADDRESS LIMITED AND DIRECT GOVERNMENT NEEDS, IQT HELPS THE U.S. INTELLIGENCE AND DEFENSE COMMUNITIES, AND ITS ALLIES UNDERSTAND THE TECHNOLOGY LANDSCAPE WHICH FURTHERS THE OVERALL NATIONAL SECURITY EFFORTS OF THE GOVERNMENT AND PROVIDES A BROAD-BASED BENEFIT TO THE PUBLIC. - IQT ALSO OPERATES AS A TECHNOLOGY ACCELERATOR, FOSTERING DEVELOPMENT AND INTRODUCTION OF TECHNOLOGIES TO IMPROVE THE NATIONAL SECURITY CAPABILITIES OF THE U.S. GOVERNMENT; IQT'S GLOBAL SOURCING, RIGOROUS AND THOROUGH MARKET RESEARCH, AND BUSINESS ACUMEN ENABLE IT TO PROVIDE MEANINGFUL INSIGHTS TO U.S. GOVERNMENT PARTNERS AND TAKE CALCULATED INVESTMENT RISKS NECESSARY TO ADAPT AND MATURE NASCENT, LEADING-EDGE TECHNOLOGIES TO OPERATIONAL READINESS TO HELP THE U.S. GOVERNMENT ACHIEVE ITS MISSIONS. - AN EXPLORATORY IDEA LAB PROVIDING THE U.S. GOVERNMENT WITH AWARENESS AND ACCESS TO OPEN-SOURCE TECHNOLOGIES AND LEADING INNOVATORS AND THINKERS THROUGH CUTTING-EDGE TECHNOLOGY AND COLLABORATIVE RESEARCH. IDENTIFYING INNOVATIVE TECHNOLOGIES: AS A STRATEGIC INVESTOR, IQT SCOURS THE GLOBE FOR STARTUP TECHNOLOGIES WITH DUAL-USE CAPABILITIES - TECHNOLOGIES AND SERVICES APPLICABLE TO NEEDS OF THE COMMERCIAL MARKETS AND NATIONAL SECURITY MISSION - DELIVERING INSIGHTS, TECHNOLOGY COMPONENTS, AND SOLUTIONS. THESE OFF-THE-SHELF PRODUCTS DO NOT REQUIRE LONG-TERM DEVELOPMENT FROM THE GROUND UP. RATHER THEY CAN BE ADAPTED FOR "READY-SOON" TESTING AND MISSION USE CASES. BY FOCUSING ON DUAL-USE TECHNOLOGY, IQT IDENTIFIES AND DELIVERS CRITICAL, INNOVATIVE TECHNOLOGY MORE QUICKLY AND COST EFFECTIVELY. THE FOUNDATIONAL ELEMENTS OF IQT'S STRATEGIC APPROACH ARE ITS RIGOROUS DILIGENCE, TECHNOLOGY AND BUSINESS ACUMEN, AND THE AGILITY OF TECHNOLOGY DEVELOPMENT EFFORTS - AKA WORK PROGRAMS - WHERE IQT COLLABORATES WITH THE STARTUP TO TAILOR A COMPANY'S TECHNOLOGY TO THE CAPABILITIES NEEDED BY ITS GOVERNMENT PARTNERS AND INVESTS TOWARDS THAT WORK PROGRAM. IQT DESIGNS ITS STRATEGIC INVESTMENTS TO ACCELERATE PRODUCT DEVELOPMENT AND DELIVERY AND TO HELP COMPANIES ADD CAPABILITIES THAT WILL HELP OUR GOVERNMENT PARTNERS FUNCTION MORE EFFECTIVELY AND EFFICIENTLY. IQT ALSO MAKES MODEST, EQUITY-ONLY INVESTMENTS. THESE INVESTMENTS DO NOT INCLUDE A WORK PROGRAM WHERE THE TECHNOLOGY IS MODIFIED, YET IQT BELIEVES THE TECHNOLOGICAL CAPABILITIES HOLD POTENTIAL TO SUPPORT THE NATIONAL SECURITY MISSION, AND ULTIMATELY THE GENERAL PUBLIC. IQT ALSO SERVES AS A TECHNOLOGY CONSULTANT AND ADVISOR THAT PROVIDES MARKET, TECHNOLOGY, AND VENTURE CAPITAL INSIGHTS TO THE U.S. INTELLIGENCE AND DEFENSE COMMUNITIES AND ITS ALLIES. IQT EFFECTIVELY LEVERAGES A SIGNIFICANT AMOUNT OF PRIVATE SECTOR FUNDS, OFTEN FROM TOP-TIER VENTURE CAPITAL FIRMS, TO CO-INVEST IN OUR PORTFOLIO COMPANIES. ON AVERAGE, FOR EVERY DOLLAR THAT IQT INVESTS IN A COMPANY, THE VENTURE CAPITAL COMMUNITY HAS INVESTED $40 WHICH HELPS ENSURE THE COMPANY HAS FINANCIAL BACKING TO MAINTAIN SUPPORT TO THE GOVERNMENT WITHOUT THE GOVERNMENT BEING THE SOLE OR PRIMARY FUNDER. AS OF MARCH 31, 2024, IQT TECHNOLOGY FOCUS AREAS ARE ARTIFICIAL INTELLIGENCE, CYBER, ENERGY, ENTERPRISE, ADVANCED HARDWARE SYSTEMS, LIFE SCIENCES AND BIOTECHNOLOGY, QUANTUM, MICROELECTRONICS, AND SPACE. BUILDING STRONG COMPANIES FOR STRONG TECHNOLOGIES: USING PRODUCT DEVELOPMENT FUNDING AND EQUITY INVESTING, IQT INCENTIVIZES COMPANIES TO PUT THEIR BEST TALENT INTO SOLVING THE TOUGHEST TECHNOLOGY PROBLEMS FACING THE U.S. NATIONAL SECURITY COMMUNITY AND ITS ALLIES. THROUGH ITS STRATEGIC INVESTMENTS PARTNERSHIPS (THOSE WITH A WORK PROGRAM), IQT WORKS WITH THE COMPANY AND ITS GOVERNMENT PARTNERS TO ADAPT THE TECHNOLOGY TO HELP THE GOVERNMENT OPERATE MORE EFFECTIVELY AND EFFICIENTLY. THROUGH COLLABORATION AND COORDINATION, IQT WORKS WITH THE COMPANY AND GOVERNMENT PARTNER TO TEST THE TAILORED TECHNOLOGY, PROVIDE ASSESSMENT ABOUT FUNCTIONALITY, AND FACILITATE SOLUTION DELIVERY. THE ADVANTAGES OF THIS HANDS ON, COLLABORATIVE APPROACH IS SIGNIFICANT: LOWER INITIAL AND LONG-TERM COSTS, RAPID DEVELOPMENT, TESTING AND EVALUATION TO DETERMINE EFFECTIVENESS, AND ONGOING PRODUCT ENHANCEMENTS TO ENSURE UTILITY FOR THE NATIONAL SECURITY MISSION. SUPPORTING AND ESTABLISHING NEW PARTNERS: TODAY IQT IS A PARTNER TO MULTIPLE AGENCIES COMMITTED TO NATIONAL SECURITY INCLUDING CIA (CENTRAL INTELLIGENCE AGENCY), FBI (FEDERAL BUREAU OF INVESTIGATION), NSA (NATIONAL SECURITY AGENCY), NGA (NATIONAL GEOSPATIAL-INTELLIGENCE AGENCY), NRO (NATIONAL RECONNAISSANCE OFFICE), CBP (CUSTOMS AND BORDER PROTECTION), DHS (DEPARTMENT OF HOMELAND SECURITY) AND OTHER DHS COMPONENTS, DIA (DEFENSE INTELLIGENCE AGENCY), AND U.S. CYBER COMMAND. IQT WELCOMED NEW U.S. GOVERNMENT PARTNERS IN FY24: U.S. SPACE FORCE, U.S. CENTRAL COMMAND, AND NAVALX THROUGH THE OFFICE OF NAVAL RESEARCH. PROGRAM SERVICE ACCOMPLISHMENTS: IQT MAKES APPROXIMATELY 70 INVESTMENTS EACH YEAR. AS OF MARCH 31, 2024 IQT HAS MADE APPROXIMATELY 700 INVESTMENTS AND HAS TRANSITIONED ALMOST 500 PORTFOLIO TECHNOLOGIES TO DELIVER ON THE NEEDS OF OUR GOVERNMENT PARTNERS. IQT IS A CHAMPION OF INNOVATION, COUNTING INVESTMENTS IN 35+ STATES AND NEARLY 20 COUNTRIES. THESE TECHNOLOGIES HAVE CONTRIBUTED DIRECTLY TO SITUATIONAL AWARENESS AND MISSION CAPABILITIES OF THE U.S. INTELLIGENCE AND NATIONAL SECURITY COMMUNITY AND ITS ALLIES. TECHNOLOGY DELIVERED BY IQT, FOR EXAMPLE, MAKES IT POSSIBLE TO FUSE DATA FROM MAPS, IMAGES, TEXT, AND OTHER SOURCES; VISUALIZE PHYSICAL SPACES AND INFORMATION IN WAYS NOT PREVIOUSLY POSSIBLE; RAPIDLY PROCESS VAST AMOUNTS OF INFORMATION IN MULTIPLE LANGUAGES; MAKE SENSE OF SEEMINGLY UNCONNECTED INFORMATION; AND IDENTIFY CRITICAL INTELLIGENCE FASTER AND MORE EFFECTIVELY. SIMULTANEOUSLY, IQT HAS CULTIVATED A NETWORK OF MORE THAN 200 VENTURE CAPITAL FIRMS AND MORE THAN 100 LABS AND RESEARCH ORGANIZATIONS, FURTHER BROADENING THE U.S. GOVERNMENT ACCESS TO INNOVATIVE TECHNOLOGIES. THIS NETWORK HAS ALLOWED IQT TO LEVERAGE MORE THAN $62 BILLION IN PRIVATE-SECTOR FUNDS TO SUPPORT TECHNOLOGY FOR THE NATIONAL SECURITY COMMUNITY. AS A GLOBAL INVESTMENT PLATFORM, IQT MAINTAINED ITS WORK SUPPORTING THE TRILATERAL PARTNERSHIP BETWEEN THE U.S., AUSTRALIAN, AND U.K. INTELLIGENCE AND NATIONAL SECURITY COMMUNITIES. IQT DIRECTS IQT'S INTERNATIONAL EFFORTS VIA IQTI, LLC (IQTI), A WHOLLY OWNED U.S. SUBSIDIARY OF IQT. IQT INTERNATIONAL AUSTRALIA PTY. LTD., IQT INTERNATIONAL SINGAPORE PTE. LTD., AND IQT INTERNATIONAL U.K. LTD. ARE WHOLLY OWNED SUBSIDIARIES OF IQTI. DURING THE TAX YEAR, IQT ESTABLISHED ITS PRESENCE IN SINGAPORE AND MUNICH AND OPERATES AS IQT INTERNATIONAL SINGAPORE PTE. LTD., AND IQTI GMBH, RESPECTIVELY, WHICH ARE WHOLLY OWNED SUBSIDIARIES OF SINGAPORE AND IQTI. THESE OFFICES HAVE ENABLED IQT TO STRENGTHEN ITS ABILITY TO REACH STARTUPS AND THE VENTURE CAPITAL COMMUNITY OUTSIDE THE UNITED STATES AND BETTER CONTRIBUTE TO THE NATIONAL SECURITY OF THE U.S. INTELLIGENCE AND NATIONAL SECURITY COMMUNITY AND ITS ALLIES. DURING THE YEAR ENDED MARCH 31, 2024, THESE OFFICES ENGAGED WITH THE TECHNOLOGY, VENTURE, ACADEMIC, AND STARTUP ECOSYSTEMS IN THEIR RESPECTIVE GEOGRAPHIES AND RECOMMENDED STRATEGIC INVESTMENTS THAT FURTHER ENABLED IQT'S NATIONAL SECURITY MISSION FOR THE U.S. INTELLIGENCE AND DEFENSE COMMUNITIES AND ITS ALLIES. FORM 990, PART III, LINE 4A IQT LABS CONTINUED ITS COLLABORATIVE, EXPLORATORY RESEARCH ENDEAVORS TO OFFER INSIGHT INTO ADDRESSING LARGE, COMPLEX PROBLEMS FACING NATIONAL SECURITY. IQT LABS EXECUTED ON ITS CONTRACT WITH THE OFFICE OF THE DIRECTOR OF NATIONAL INTELLIGENCE (ODNI) TO EXPERIMENT, TEST AND PROTOTYPE, AND DEVELOP TECHNIQUES TO ADDRESS HARD PROBLEMS WHICH DO NOT HAVE AN IMMEDIATE OR OBVIOUS COMMERCIAL SOLUTION. IQT LABS REFLECTS IQT'S NONPROFIT MISSION BY ENGAGING WITH THE OPEN SOURCE DIGITAL COMMONS AND GLOBAL MAKER MOVEMENT TO DE-RISK EMERGING TECHNOLOGY IN MYRIAD DOMAINS. IQT LABS ARE FUNDED, IN PART, BY PROCEEDS FROM INVESTMENT REALIZATIONS ON PORTFOLIO COMPANY EXITS AND THE CONTRACT WITH THE OFFICE OF THE DIRECTOR OF NATIONAL INTELLIGENCE (ODNI). IQT CONTINUES TO BE A RESOURCE TO CONGRESS AND THE BROADER POLICY COMMUNITY; THE ORGANIZATION SUPPORTS REQUESTS FOR DISCUSSION ABOUT THE INNOVATION ECOSYSTEM FROM THE STARTUP AND VENTURE COMMUNITY AND THE INTERSECTION WITH NATIONAL SECURITY; CONSIDERATIONS ABOUT ENGINEERED BIOLOGY AND NEXT-GENERATION POWER AND ENERGY; MICROELECTRONICS AND INNOVATIVE APPROACHES THE U.S. GOVERNMENT COULD TAKE TO ENSURE STABILITY IN THIS SUPPLY CHAIN. THESE ACTIVITIES INCLUDE NONPARTISAN RESEARCH AND ANALYSIS BRIEFINGS TO MEMBERS AND STAFF OF THE EXECUTIVE AND LEGISLATIVE BRANCHES AND WRITTEN AND PERSONAL TESTIMONY TO CONGRESS. THEY INCLUDE SUFFICIENTLY FULL AND FAIR EXPOSITION OF THE PERTINENT FACTS TO ENABLE THE AUDIENCE TO FORM AN INDEPENDENT OPINION OR CONCLUSION. IQT IS GOVERNED BY AN INDEPENDENT BOARD OF TRUSTEES COMPRISED OF FORMER OFFICIALS FROM THE DEFENSE AND INTELLIGENCE COMMUNITIES, AS WELL AS CURRENT OR FORMER CEOS OF MAJOR COMPANIES, AND UNIVERSITY AND INVESTMENT INDUSTRY LEADERS. IQT IS AN INDEPENDENT, NOT-FOR-PROFIT CORPORATION. IQT IS NEITHER PART OF THE CIA NOR IS IT A GOVERNMENT AGENCY. HOWEVER, IQT IS PARTY TO AND BOUND BY A CHARTER AGREEMENT AND ANNUAL CONTRACTS WITH THE CIA. FORM 990, PART III, LINE 4A AND PART VIII, LINE 2 THE PRIMARY PURPOSE OF IQT IS TO IDENTIFY, EVALUATE, AND LEVERAGE EMERGING COMMERCIAL TECHNOLOGIES FOR THE NATIONAL SECURITY COMMUNITY. IQT ACHIEVES ITS MISSION BY DELIVERING BEST-IN-CLASS CAPABILITIES, INSIGHTS, AND OTHER SERVICES TO OUR PARTNERS THROUGH A UNIQUE GLOBAL INVESTMENT PLATFORM. THESE INVESTMENTS ARE REPORTED UNDER PROGRAM SERVICE REVENUE. HOWEVER, THE NET REALIZED GAINS AND LOSSES OF THE INVESTMENTS RESULTED IN A NEGATIVE RETURN DUE TO MARKET FLUCTUATIONS AND UNFORESEEN CHALLENGES IN THE TECHNOLOGY SECTOR DURING THIS YEAR. FORM 990, PART VI, SECTION A, LINE 2 BUSINESS RELATIONSHIPS DURING THE REPORTING PERIOD, THERE WERE BUSINESS RELATIONSHIPS BETWEEN STEPHEN BOWSHER AND CHRIS DARBY. THEY EACH SERVED AS AN OFFICER AND/OR DIRECTOR OF CHAIN BRIDGE I, A SPECIAL PURPOSE ACQUISITION COMPANY, OR CHAIN BRIDGE GROUP, THE ORIGINAL SPONSOR OF CHAIN BRIDGE I. THEY ARE ALSO SHAREHOLDERS OF CHAIN BRIDGE GROUP. AS OF DECEMBER 29, 2023, EACH OF THEM RESIGNED THEIR POSITIONS WITH CHAIN BRIDGE I. CHAIN BRIDGE GROUP REMAINS A SHAREHOLDER OF CHAIN BRIDGE I. MR. BOWSHER AND MR. DARBY ARE ALSO CO-MANAGERS OF ALIAS PARTNERS LLC, AN INVESTMENT VEHICLE. THERE IS A BUSINESS RELATIONSHIP BETWEEN C. DARBY (TRUSTEE) AND S. O'SULLIVAN (TRUSTEE) AS THEY BOTH SERVED AS BOARD MEMBERS OF THE CIA OFFICERS MEMORIAL FOUNDATION UNTIL JUNE 2023 WHEN MRS. O'SULLIVAN DEPARTED HER ROLE ON THE BOARD OF THE CIA OFFICERS MEMORIAL FOUNDATION. FORM 990, PART VI, SECTION B, LINE 11B REVIEW OF FORM 990 THE FORM 990 WAS PREPARED BY THE COMPANY'S EXTERNAL TAX ADVISORY FIRM WITH THE ASSISTANCE OF IQT'S FINANCE TEAM. THE FORM 990 WAS ALSO REVIEWED BY CERTAIN MEMBERS OF THE COMPANY'S EXECUTIVE TEAM, INCLUDING THE COO AND GENERAL COUNSEL. ADDITIONALLY, THE AUDIT AND ETHICS COMMITTEE OF THE BOARD OF TRUSTEES REVIEWED THE FORM 990 DURING ONE OF ITS QUARTERLY MEETINGS. AFTER REVIEW BY THE AUDIT AND ETHICS COMMITTEE, THE FORM 990 WAS DISTRIBUTED TO ALL MEMBERS OF THE BOARD OF TRUSTEES PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY DISCLOSURE AND RECUSAL ARE REQUIRED FOR ALL CONFLICTS OF INTEREST UNDER THE CONFLICTS OF INTEREST POLICIES FOR TRUSTEES, OFFICERS AND EMPLOYEES. FOR EVERY TRANSACTION SUBJECT TO BOARD/COMMITTEE APPROVAL, THE MEMBERS OF THE BOARD AND COMMITTEE ARE ASKED TO DISCLOSE ANY CONFLICTS UNDER THE POLICIES. FOR EACH TRANSACTION, IQT ALSO IDENTIFIES AND DISCLOSES ANY CONFLICTS INVOLVING IQT TRUSTEES, OFFICERS AND EMPLOYEES. EACH TRUSTEE, OFFICER AND EMPLOYEE WHO HAS A CONFLICT IS RECUSED FROM PARTICIPATING IN IQT'S DELIBERATIONS OF, OR VOTES TO AUTHORIZE, RATIFY OR CONFIRM THE TRANSACTION THAT IS THE SUBJECT OF THE CONFLICT UNLESS A WAIVER IS GIVEN BY A MAJORITY OF THE DISINTERESTED MEMBERS OF THE BOARD (IN THE EVENT OF A TRUSTEE OR OFFICER), THE BOARD, OR THE CORPORATION'S ETHICS OFFICER (IN THE EVENT OF AN EMPLOYEE WHO IS NOT A TRUSTEE OR OFFICER.) ADDITIONALLY, EACH YEAR, ALL IQT TRUSTEES AND OFFICERS ARE REQUIRED TO COMPLETE A QUESTIONNAIRE AS TO WHETHER THE TRUSTEES ARE INDEPENDENT AND WHETHER THE OFFICERS OR TRUSTEES HAVE A FAMILY RELATIONSHIP OR A BUSINESS RELATIONSHIP WITH ANY OTHER OFFICER, DIRECTOR, TRUSTEE, OR KEY EMPLOYEE OF IQT. IN ADDITION, THROUGHOUT THE YEAR, EMPLOYEES ARE REQUIRED TO DISCLOSE OUTSIDE ACTIVITIES AS THEY ARISE. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION EXPLANATION IN FORMULATING IQT'S COMPENSATION SYSTEM, THE BOARD OF TRUSTEES COMPLIES WITH ITS RESPONSIBILITIES UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE"), TO PAY REASONABLE COMPENSATION TO IQT'S EMPLOYEES AND TO AVOID ANY "EXCESS BENEFIT TRANSACTIONS" UNDER SECTION 4958 OF THE CODE. IN OVERSEEING IQT'S COMPENSATION SYSTEM, THE BOARD ADHERES TO THE FOLLOWING PRINCIPLES: - THE COMPENSATION SYSTEM IS APPROVED BY THE BOARD OR A COMMITTEE OF THE BOARD COMPOSED ENTIRELY OF INDEPENDENT TRUSTEES WHO ARE NOT EMPLOYEES OF, OR INDEPENDENT CONTRACTORS TO, IQT. - THE BOARD, OR COMMITTEE THEREOF, OBTAINS AND RELIES UPON APPROPRIATE COMPENSATION DATA FOR COMPARABLE ENTITIES PRIOR TO MAKING COMPENSATION DETERMINATIONS; AND - THE BASIS FOR ITS DETERMINATION IS DOCUMENTED CONCURRENTLY WITH THE BOARD OR COMMITTEE MAKING THAT DETERMINATION. IQT'S HUMAN RESOURCES AND COMPENSATION COMMITTEE (THE "HR AND COMPENSATION COMMITTEE OR "COMMITTEE") HAS BEEN CHARGED BY THE BOARD OF TRUSTEES TO ASSIST THE BOARD IN OVERSEEING IQT'S COMPENSATION SYSTEM. SPECIFICALLY, THE COMMITTEE PERFORMS THE FOLLOWING DUTIES: - ENSURES THAT IQT'S COMPENSATION PROGRAM AND OTHER EMPLOYEE BENEFITS ARE COMPARABLE TO APPROPRIATE MARKETS. - CONDUCTS AN ANNUAL REVIEW OF THE CHIEF EXECUTIVE OFFICER'S ("CEO'S") PERFORMANCE AND MAKES RECOMMENDATIONS TO THE BOARD OF TRUSTEES ON THE CEO'S COMPENSATION AND BENEFITS FOR THE NEXT YEAR. - ON AN ANNUAL BASIS, REVIEWS THE CEO'S RECOMMENDATIONS REGARDING THE COMPENSATION AND BENEFITS OF THE OTHER DISQUALIFIED PERSONS, AS DEFINED IN SECTION 4958 OF THE INTERNAL REVENUE CODE, AND DETERMINES THEIR COMPENSATION AND BENEFITS FOR THE NEXT YEAR. - ON AN ANNUAL BASIS, REVIEWS THE DETERMINATION OF COMPENSATION AND BENEFITS OF THE OTHER EMPLOYEES MADE BY THE CEO OR THE CEO'S DESIGNEE. - ENGAGES AN INDEPENDENT COMPENSATION CONSULTING FIRM TO PERFORM A PERIODIC STUDY OF IQT'S COMPENSATION PROGRAM AND ADMINISTRATION, OR PARTS THEREOF. (THIS STUDY INCLUDES, BUT IS NOT LIMITED TO, A REVIEW OF DATA THE COMPANY USED TO BENCHMARK POSITIONS, DOCUMENTATION OF BASE SALARY ADJUSTMENTS, AND ANNUAL INCENTIVE PLAN AWARDS.) FOLLOWING COMPLETION OF SUCH STUDY, THE COMPENSATION CONSULTING FIRM DELIVERS A REPORT TO THE HUMAN RESOURCES AND COMPENSATION COMMITTEE DISCUSSING IQT'S ADHERENCE TO ITS COMPENSATION POLICIES. - WORKS WITH IQT'S IN-HOUSE AND OUTSIDE COUNSEL TO ENSURE THAT IQT'S COMPENSATION STRUCTURE AND PLANS COMPLY WITH INTERNAL REVENUE CODE AND OTHER LEGAL REQUIREMENTS. - KEEPS THE BOARD OF TRUSTEES INFORMED OF KEY COMPENSATION AND HUMAN RESOURCE ISSUES AFFECTING IQT. FORM 990, PART VI, SECTION C, LINE 19 DOCUMENTS AVAILABLE TO THE PUBLIC IQT DOES NOT MAKE THIS INFORMATION AVAILABLE TO THE PUBLIC. FORM 990, PART XI, LINE 9: GAIN/LOSS ON FIXED ASSET DISPOSAL -139,478. GAIN/LOSS ON CASH BALANCE PLAN 216,923. 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