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
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Date of Report (Date of earliest event reported): October 09, 2026 |
IonQ, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-39694 |
85-2992192 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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4505 Campus Drive |
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College Park, Maryland |
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20740 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 301 298-7997 |
(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:
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Title of each class
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Trading
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Name of each exchange on which registered
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Common stock, par value $0.0001 per share |
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IONQ |
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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 1.01 Entry into a Material Definitive Agreement.
On October 9, 2026, IonQ, Inc., a Delaware corporation (the “Company”), Espresso Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (the “Merger Sub”), Elisity, Inc., a Delaware corporation (“Elisity”), and Fortis Advisors LLC, solely in its capacity as the representative of the securityholders, entered into an Agreement and Plan of Merger (the “Agreement”) pursuant to which the Company has agreed to acquire all of the issued and outstanding shares of Elisity (the “Transaction”).
Pursuant to the terms of the Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Agreement, the aggregate consideration payable by the Company to Elisity’s securityholders at the closing (the “Closing”) of the Transaction (the “Closing Consideration”) consists of a number of shares of the Company’s common stock, par value $0.0001 per share (each, a “Share”), with a value of $1,150,000,000. The Closing Consideration will be reduced by any leakage (other than customary permitted leakage exceptions) incurred by Elisity since July 31, 2026, as further described in the Agreement. The final number of Shares to be issued as Closing Consideration will be calculated using the volume-weighted average price for Shares for the 20 trading days immediately preceding, but not including, the third business day prior to the date of the Closing, but will not be more than $49.61 per Share, nor less than $33.07 per Share (the “Common Stock Price”). In addition to the Closing Consideration, Elisity’s securityholders will be eligible to receive a number of Shares with a value of up to an additional $150,000,000 of consideration, calculated using the Common Stock Price (the “Earnout Consideration” and, together with the Closing Consideration, the “Merger Consideration”), based on certain revenue milestones achieved by Elisity from August 1, 2026 to January 31, 2028.
Under the Agreement, the Company has also agreed to establish a retention pool for continuing employees of Elisity consisting of a number of restricted stock units with respect to Shares (“RSUs”) determined by dividing $100,000,000 by the Common Stock Price. The RSUs will be granted following the Closing, will vest over four years and are in addition to the Merger Consideration.
The Agreement contains customary representations, warranties, covenants and other obligations and rights of the parties thereto. The Agreement also specifies the treatment of outstanding Elisity options and equity awards in connection with the Transaction. The parties to the Agreement have also agreed to various customary covenants and agreements, including, among others, for Elisity to conduct, subject to certain exceptions, its business in the ordinary course consistent with past practice during the period between the execution of the Agreement and the Closing.
The completion of the Transaction is subject to the satisfaction of customary closing conditions, including, among other things, the absence of any governmental law or order that makes the Transaction illegal or otherwise prohibits or prevents its consummation; the obtainment, expiration or termination (as applicable) of certain regulatory approvals imposed by governmental entities; the accuracy of the representations and warranties made by the parties to the Agreement (subject to customary materiality thresholds); the absence of a material adverse effect on Elisity; and the authorization for listing on the New York Stock Exchange of the Shares to be issued as Closing Consideration.
The Agreement may be terminated under certain circumstances, including, but not limited to, by mutual written agreement of the Company and Elisity and, subject to certain conditions, if the Closing shall not have occurred by January 7, 2027.
The foregoing description of the Transaction and the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Agreement has been filed to provide investors and securityholders with information regarding its terms. The Agreement is not intended to provide any other factual or financial information about the Company, Elisity or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement and as of specific dates; were solely for the benefit of the parties to the Agreement; may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures, and may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company, Elisity or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K related to the Shares to be issued as consideration for the Transaction is incorporated herein by reference. The Shares will be issued pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), including those provided by
Section 4(a)(2) of the Securities Act and Regulation D and Regulation S promulgated under the Securities Act.
Item 7.01 Regulation FD Disclosure.
On October 12, 2026, the Company issued a press release announcing its entry into the Agreement. A copy of the press release has been furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information provided pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Description |
2.1* |
Agreement and Plan of Merger, dated as of October 9, 2026, by and among IonQ, Inc., Espresso Acquisition Sub, Inc., Elisity Inc. and Fortis Advisors LLC, solely in its capacity as the representative of the securityholders. |
99.1 |
Press Release announcing the signing of the Agreement, dated October 12, 2026. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis upon request. |
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.
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IonQ, Inc. |
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Date: |
October 13, 2026 |
By: |
/s/ Paul T. Dacier |
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Paul T. Dacier
Chief Legal Officer and Corporate Secretary |
Exhibit 99.1
IonQ to Acquire Elisity to Accelerate Zero Trust for the Quantum Era
●Combination to pair IonQ's post-quantum cryptography and quantum key distribution capabilities with Elisity's Zero Trust technology platform to help enterprise and government customers address current cyber threats and prepare for the quantum era
●Elisity brings an established global enterprise customer base, deep CISO relationships, and significant recurring revenue with accelerating growth in the more than $10 billion microsegmentation market
●Acquisition allows IonQ to accelerate securing the nation for the quantum era – as per White House Executive Order on June 22, 2026
College Park, Md. / October 12, 2026 / IonQ (NYSE: IONQ), the world’s leading full-stack quantum platform and foundry, today announced that it has entered into a definitive agreement to acquire Elisity, Inc., a Zero Trust security company, in an all-stock transaction valued at up to $1.3 billion. The acquisition brings together IonQ's post-quantum cryptography (PQC) and quantum key distribution (QKD) capabilities with Elisity's enterprise Zero Trust technology platform. On a combined basis, IonQ will benefit from an expanded cybersecurity platform that both uncovers and protects against present LLM and emerging quantum threats.
Elisity builds on IonQ’s expanding quantum security offerings with a high-growth enterprise security business, cutting-edge Zero Trust technology platform, and team of industry leaders led by cybersecurity expert CEO James Winebrenner. Elisity has a strong track record of doubling its revenue and its customer base year-over-year with zero churn among deployed customers. With more than 100 global customer deployments and deep CISO and security community relationships, Elisity will provide IonQ with expanded channels to bring its PQC, QKD and quantum computing offerings to market for both enterprise and government networks, opening up the more than $10 billion microsegmentation opportunity with double-digit CAGR to IonQ.
“With Elisity and its team as part of IonQ, we will be well positioned to help customers protect critical infrastructure and enterprise networks throughout the transition to the quantum era. As I said first, Q-Day is coming much faster than predicted. IonQ is offering its customers a vertically integrated full-stack quantum platform across quantum computing, networking, sensing and cybersecurity. Just as adding SkyWater Technology expanded IonQ’s capabilities in chip design, fabrication and packaging, Elisity will bring proven enterprise policy enforcement scale and deployment experience to our quantum security strategy and will give IonQ a strong growth platform to serve customers and create value for our shareholders,” said Niccolo de Masi, Chairman and CEO of IonQ.
“Our customers need to prioritize post-quantum cryptography initiatives while securing existing assets to keep essential operations running,” said James Winebrenner, CEO of Elisity. “With IonQ, we will be optimally positioned to partner with them to modernize their crypto-agility programs, accelerate post-quantum cryptography capabilities while advancing their holistic Zero Trust posture and deploy hybrid-cybersecurity solutions today that are prepared for the quantum future.”
Elisity’s Commercial Advantage
Enterprises face two overlapping priorities: containing attacks that operate at machine speed and preparing to protect sensitive information against future quantum threats. The urgency of this transition is underscored by recent White House executive orders advancing quantum innovation
and accelerating the federal government's migration to PQC. These directives reinforce the importance of securing critical systems and preparing government networks for quantum-era threats while supporting long-term modernization.
Today, Elisity IdentityGraph combines native asset identity and partner-enriched context, and risk information to inform least-privilege access policy for users, devices, workloads and AI agents. Teams can simulate policies before limiting each identity to the communications it needs, helping reduce attack surface and contain an attack’s spread. By bringing together Elisity's Zero Trust framework with IonQ's PQC and QKD capabilities, the companies will combine cryptographic protection for sensitive information and communications with identity-based controls that limit unauthorized access and the spread of threats across enterprise networks. The shared roadmap with IonQ will extend IdentityGraph with cryptographic inventory and risk information. This integrated approach will help customers address quantum-related security risks through a multiyear transition while strengthening defenses against current cyberattacks, including threats involving AI agents.
Following closing, Elisity will continue serving its customers under its current leadership, including current CEO James Winebrenner. Together, the companies will continue their track record of innovation, customer success and strong partner relationships, backed by IonQ’s demonstrated approach of investing in the critical technologies it acquires.
IonQ’s Multiproduct Revenue Growth Opportunity
IonQ brings an established track record in growing its quantum security and quantum-secure communications offering. The company has deployed some of the largest quantum-safe national communications networks in the world, including in Switzerland, Poland, Romania, Slovakia, and serves global customers with quantum-safe defense in depth spanning quantum-safe posture management, quantum key distribution, and post quantum cryptography.
Customers are increasingly adopting multiple IonQ products and services, driving growth in multiproduct revenue and providing evidence of demand for integrated solutions; in the second quarter of 2026, IonQ delivered 40% year-over-year growth in multiproduct revenue.
IonQ and Elisity expect opportunities to cross-sell complementary security solutions, expand relationships with enterprise and government customers, and develop integrated offerings.
Transaction Details
Under the terms of the agreement, IonQ will acquire Elisity in an all-stock transaction valued at up to $1.3 billion, including up to $150 million in earnout opportunity subject to performance of the Elisity business. The number of IonQ shares to be issued in the transaction will be calculated at closing based on the volume weighted average price of IonQ common stock for the 20 trading days prior to, but not including, the third business day before the closing date, but that price will not be greater than $49.61 or less than $33.07 per share.
The transaction is expected to close in the fourth quarter of 2026 and is subject to customary closing conditions, including receipt of required regulatory approval.
About Elisity
Elisity helps enterprises advance Zero Trust security for users, devices, workloads, AI agents and other non-human identities. Elisity IdentityGraph correlates identity, asset and risk information from native and partner sources to inform access decisions. Elisity’s software policy layer uses the network to enforce access rules independently of the underlying network technology. Teams can simulate policies and limit each identity to the communications it needs, extending the value of
existing network and security investments. Founded in 2019, Elisity has a global employee footprint and a growing number of customers in the Fortune 500. Learn more at elisity.com.
About IonQ
IonQ, Inc. [NYSE: IONQ] is the world's leading quantum platform and foundry - delivering integrated quantum solutions across computing, networking, sensing, and security. IonQ's newest generation of quantum computers, the Superion, is the latest in a line of cutting-edge systems. Earlier systems have helped customers and partners including Amazon Web Services, AstraZeneca, and NVIDIA achieve a 20x performance increase over previous quantum solutions and accelerate innovation in drug discovery, materials science, financial modeling, logistics, cybersecurity, and defense. In 2025, the company achieved 99.99% two-qubit gate fidelity, setting a world record in quantum computing performance.
Headquartered in College Park, Maryland, IonQ has operations across North America, Latin America, EMEA, and APAC. Our quantum computing services have been available through all major cloud providers since 2021, while we also meet the needs of networking and sensing customers across land, sea, air, and space. IonQ is making quantum platforms more accessible and impactful than ever before. Learn more at IonQ.com.
Note to Investors Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements contained in this press release other than statements of historical fact are forward-looking statements, including statements regarding the pending acquisition, its expected timing and benefits and the combined company's products, customers and markets. In some cases, you can identify these statements by forward-looking words such as "pending," "look forward," "accelerate," "anticipate," "expect," "suggest," "plan," "believe," "intend," "estimate," "target," "project," "should," "could," "would," "may," "will," "forecast," "confident," "position," "become," "on track," "ensure," "ongoing" and other similar expressions. These statements are only predictions based on our expectations and projections about future events as of the date of this press release and are subject to a number of risks, uncertainties and assumptions that may prove incorrect, any of which could cause actual results to differ materially from those expressed or implied by such statements, including, among others, the risk that the proposed acquisition does not close on the expected timing or at all, the receipt of required approvals, the retention of customers, partners and employees of the acquired company, the integration of the acquired business, and those described under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission, or SEC, and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the SEC. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement we make. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as otherwise required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Contacts
IonQ Investor Contact
investors@ionq.co
IonQ Media Contact
media@ionq.co
Elisity Media Contact
Danielle Ostrovsky, ostrovsky@hi-touchpr.com
