Paul Weiss opinion attached to IonQ resale prospectus supplement

Rhea-AI Filing Summary

IonQ, Inc. filed a prospectus supplement to its Form S-3ASR registration statement (File No. 333-285279) covering the resale by certain selling stockholders of 13,220,367 shares of common stock. A legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP is filed as Exhibit 5.1 and the firm's consent is included as Exhibit 23.1. The filing also includes the cover page interactive data file as Exhibit 104. The prospectus supplement and attached opinion are incorporated by reference into the registration statement to register the resale of the specified shares.

Positive

• Prospectus supplement filed to register resale of 13,220,367 shares of common stock
• Legal opinion from Paul, Weiss filed as Exhibit 5.1 with consent included as Exhibit 23.1
• Interactive cover page data included as Exhibit 104, indicating electronic filing completeness

Negative

• 13,220,367 shares are registered for resale by selling stockholders, which could represent a notable share overhang if sold into the market

Insights

Securities Analyst

TL;DR: Prospectus supplement registers 13.22M shares for resale; legal counsel opinion attached.

The filing documents the resale mechanics rather than a new issuance: the prospectus supplement to the companys Form S-3ASR (File No. 333-285279) registers 13,220,367 shares for resale by certain selling stockholders. The legal opinion of Paul, Weiss is filed as Exhibit 5.1 with a consent in Exhibit 23.1, and interactive data is provided as Exhibit 104. For investors, this is an administrative disclosure enabling selling stockholders to resell existing shares.

Corporate Governance Expert

TL;DR: Filing confirms resale registration and includes outside counsels opinion and consent, a standard corporate disclosure.

The 8-K records that a prospectus supplement was filed to incorporate the resale of 13,220,367 shares into an existing S-3ASR registration statement. Inclusion of a formal legal opinion (Exhibit 5.1) and the counsels consent (Exhibit 23.1) aligns with disclosure practice for resales by selling stockholders. The document lists the exhibits and embeds the interactive cover page data (Exhibit 104), indicating the registration packet is substantively complete from a disclosure and compliance perspective.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 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. ☐

Item 8.01 Other Events.

On August 11, 2025, IonQ, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the prospectus included in the Company’s registration statement on Form S-3ASR filed with the SEC on February 26, 2025 (File No. 333-285279) (the “Registration Statement”), covering the resale by certain selling stockholders of an aggregate of 13,220,367 shares of Company common stock, par value $0.0001 per share. A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the shares covered by the prospectus supplement is filed herewith as Exhibit 5.1, and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
23.1		Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
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: August 11, 2025				By:		/s/ Paul Dacier
						Paul Dacier
						Chief Legal Officer and Corporate Secretary

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FAQ

What did IonQ (IONQ) disclose in this Form 8-K?

The company disclosed that it filed a prospectus supplement to its Form S-3ASR registration statement to register the resale of shares by certain selling stockholders and filed a legal opinion from Paul, Weiss as Exhibit 5.1.

How many shares are covered by the prospectus supplement?

The prospectus supplement covers the resale of 13,220,367 shares of IonQ common stock.

Which registration statement does the supplement relate to?

It relates to the companys registration statement on Form S-3ASR (File No. 333-285279), which is referenced in the 8-K.

Which law firm provided the legal opinion and where is it filed?

The legal opinion was provided by Paul, Weiss, Rifkind, Wharton & Garrison LLP and is filed as Exhibit 5.1; the firm's consent is filed as Exhibit 23.1.

What exhibits were included with this 8-K?

Exhibits listed are Exhibit 5.1 (Paul, Weiss opinion), Exhibit 23.1 (consent of Paul, Weiss), and Exhibit 104 (Cover Page Interactive Data File).