[8-K/A] IonQ, Inc. Amends Material Event Report

Rhea-AI Filing Summary

IonQ amended a prior 8-K to correct a typographical error and to confirm transaction terms. The amendment states the company delivered 25,372,150 shares of common stock plus $10,000,000 cash as the aggregate consideration at closing for the acquisition of Oxford Ionics Limited. The amendment corrects an earlier, incorrect share amount of 26,622,077. It also discloses a proposed issuance of 6,294,058 shares in connection with the Vector Atomic transaction, expected to close in the fourth quarter of 2025 and subject to customary conditions. The filing references a registration rights agreement and related press releases and confirms reliance on private offering exemptions for the share issuances.

Positive

• Correction provided: The amendment clarifies the accurate share count for the Oxford Ionics closing (25,372,150 shares).
• Deal economics disclosed: Confirms the Oxford Ionics consideration included 25,372,150 shares and $10,000,000 in cash.
• Pending transaction disclosed: The Vector Atomic agreement and expected issuance of 6,294,058 shares are disclosed, improving transparency.
• Regulatory basis stated: Issuances were made relying on private offering exemptions and related registration rights are referenced.

Negative

• Prior error required amendment: The company issued an amendment to correct a typographical error in the original 8-K.
• Dilution disclosed: The transactions involve material stock issuances (25,372,150 and 6,294,058 shares), which dilute existing shareholders.

Insights

Financial Analyst

TL;DR: Amendment clarifies issued shares and discloses cash and share consideration, with limited new financial detail.

The filing corrects the number of shares issued in the Oxford Ionics acquisition and restates the deal economics: 25,372,150 shares plus $10,000,000 cash. That clarifies the company’s dilution from that closing but does not provide pro forma financial impacts, expense recognition, or updated share counts outstanding. The disclosure that issuances rely on private offering exemptions is procedural and explains the securities law basis for issuance. Absent balance sheet or earnings effects in this amendment, the near-term financial impact remains unspecified in the document.

M&A Specialist

TL;DR: The amendment confirms the Oxford Ionics acquisition closed with specified stock and cash consideration and a separate contingent stock transaction remains pending.

The corrected share figure and the stated $10 million cash component confirm deal consideration and remove ambiguity about closing deliverables. The separate Vector Atomic agreement contemplates 6,294,058 shares subject to customary purchase price adjustments and closing conditions, indicating a pending, potentially dilutive issuance. The incorporated registration rights agreement and press releases suggest post-closing administrative steps are in place. Materially, the amendment improves transactional transparency but does not supply integration or synergy details.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2025

IonQ, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39694		85-2992192
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4505 Campus Drive
College Park, Maryland				20740
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 301 298-7997

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		IONQ		New York Stock Exchange
Warrants, each exercisable for one share of common stock for $11.50 per share		IONQ WS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment to the Current Report on Form 8-K filed with the SEC on September 17, 2025 (the “Original 8-K”) is being filed solely to correct a typographical error in the Original 8-K. The Original 8-K incorrectly stated that 26,622,077 shares of the common stock of the Company (as defined below) would be delivered at the closing of the Oxford Ionics Transaction (as defined below). The correct number is 25,372,150 shares of the common stock of the Company. No other changes have been made to the Original 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance and sale of shares of IonQ, Inc. (the “Company”) common stock in connection with the Oxford Ionics Transaction (as defined below) was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or the private offering provision of Rule 506 of Regulation D and/or Regulation S promulgated under the Securities Act. The issuance and sale of shares of Company common stock in connection with the Vector Atomic Transaction (as defined below) will be made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act, and/or the private offering provision of Rule 506 of Regulation D and/or Regulation S promulgated under the Securities Act.

Item 7.01 Regulation FD Disclosure.

On September 17, 2025, the Company issued a press release announcing the completion of the Oxford Ionics Transaction and a press release announcing the entry into the Vector Atomic Transaction. Copies of the press releases have been furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The information provided pursuant to Item 7.01 of this Form 8-K, including Exhibits 99.1 and 99.2, hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On September 16, 2025, the Company completed its previously announced transaction (the “Oxford Ionics Transaction”) to acquire all of the issued and outstanding shares of Oxford Ionics Limited, a private limited company incorporated in England and Wales (“Oxford Ionics”), pursuant to the terms of the Share Purchase Agreement, dated June 7, 2025 (the “Agreement”), among the Company, Oxford Ionics, the Sellers (as defined in the Agreement), and Oxford Science Enterprises plc, solely in its capacity as the representative of the Sellers. The aggregate consideration delivered at the closing of the Oxford Ionics Transaction consisted of 25,372,150 shares of the Company’s common stock (the “Stock Consideration”) and $10,000,000 in cash.

In connection with the closing of the Oxford Ionics Transaction and in connection with the issuance of the Stock Consideration, the Company and Oxford Science Enterprises plc, solely in its capacity as the representative of the Sellers (the “Securityholders”), entered into a Registration Rights Agreement, dated September 16, 2025 (the “Registration Rights Agreement”), pursuant to which the Securityholders will have certain registration rights relating to the Stock Consideration.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Registration Rights Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In addition, on September 16, 2025, the Company entered into a definitive agreement to acquire Vector Atomic, Inc. in an all-stock transaction (the “Vector Atomic Transaction”) for 6,294,058 shares of the Company’s common stock, subject to the terms and conditions of the definitive agreement and customary purchase price adjustments. The Vector Atomic Transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Registration Rights Agreement, dated as of September 16, 2025, by and between IonQ, Inc. and Oxford Science Enterprises plc. (incorporated by reference)
99.1		Press Release announcing the closing of the Oxford Ionics Transaction, dated September 17, 2025. (incorporated by reference)
99.2		Press Release announcing the entry into the Vector Atomic Transaction, dated September 17, 2025. (incorporated by reference)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				IonQ, Inc.
Date: September 17, 2025				By:		/s/ Paul T. Dacier
						Paul T. Dacier
						Chief Legal Officer and Corporate Secretary

FAQ

What share consideration did IonQ (IONQ) deliver for the Oxford Ionics acquisition?

IonQ delivered 25,372,150 shares of its common stock as part of the aggregate consideration for Oxford Ionics.

How much cash did IonQ pay in the Oxford Ionics transaction?

The company paid $10,000,000 in cash as part of the aggregate consideration for Oxford Ionics.

What was corrected in the 8-K/A filed by IonQ (IONQ)?

The amendment corrects a typographical error in the original 8-K that misstated the number of shares delivered at closing of the Oxford Ionics transaction.

Does IonQ plan to issue additional shares related to Vector Atomic?

Yes, the Vector Atomic transaction contemplates issuance of 6,294,058 shares, subject to definitive agreement terms and customary closing conditions.

Were the share issuances registered offerings?

The filing states the issuances were made in reliance on private offering exemptions of Section 4(a)(2) and/or Rule 506 of Regulation D and/or Regulation S.