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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):
September 25, 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
(Address of principal executive offices) |
20740
(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 5.02 Departures of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On September 25, 2025, the Board of Directors (the “Board”)
of IonQ, Inc. (the “Company”), following the recommendation of the Nominating and Corporate Governance Committee
of the Board, appointed John W. Raymond to serve as a member of the Board, effective immediately. General Raymond was appointed as a Class
I director whose term will expire at the Company’s 2028 Annual Meeting of Stockholders.
There is no arrangement or understanding between General Raymond
and any other person pursuant to which he was selected as a director, and there is no family relationship between General Raymond and
any of the Company’s other directors or executive officers. There are no transactions between General Raymond and the Company that
would be required to be reported under Item 404(a) of Regulation S-K.
As a non-employee director of the Company, General Raymond will
be eligible to receive cash and equity compensation for his services in accordance with the policy for director compensation approved
by the Board from time to time. Currently this includes an annual base retainer of $147,500, paid quarterly, and an initial RSU award
with a grant date value (using the Company’s standard methodology for director grants) equal to a pro-rated portion of the $220,000
annual RSU grant.
In connection with General Raymond’s appointment to the Board,
the Company and General Raymond entered into the Company’s standard form of indemnification agreement, the form of which was filed
as Exhibit 10.13 to the Company’s Form 8-K (File No. 001-39694), filed with the U.S. Securities and Exchange Commission on October
4, 2021. This agreement requires the Company to indemnify General Raymond to the fullest extent permitted by Delaware law, for certain
liabilities to which he may become subject as a result of his affiliation with the Company.
As General Raymond joins, Bill Scannell is expected to resign as
a member of the Board and assuming the role of Senior Commercial Advisor.
Item 8.01 Other Events.
A copy of the press release announcing the appointment of General Raymond
to the Board has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 99.1 |
|
Board of Directors Press Release, dated September 29, 2025 |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
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 29, 2025 |
By: |
/s/ Paul T. Dacier |
|
| |
|
Paul T. Dacier |
|
| |
|
Chief Legal Officer and Corporate Secretary |
|
| |
|
|
|
