IonQ (NYSE: IONQ) registers 2,562,642 shares for Cambridge resale

Rhea-AI Filing Summary

IonQ, Inc. is registering 2,562,642 shares of common stock for resale by The Chancellor, Masters, and Scholars of the University of Cambridge under a new prospectus supplement to its existing shelf registration statement. The prospectus supplement is required by a Registration Rights Agreement dated March 10, 2026. The shares were originally issued in a private transaction relying on exemptions under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, and IonQ has filed related legal opinion and consent exhibits.

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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): March 10, 2026

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 3.02 Unregistered Sales of Equity Securities.

On March 11, 2026, 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 the selling stockholder of an aggregate of 2,562,642 shares of Company common stock, par value $0.0001 per share. The prospectus supplement was filed in accordance with a Registration Rights Agreement, dated March 10, 2026, by and between the Company and The Chancellor, Masters, and Scholars of the University of Cambridge (the “Registration Rights Agreement”). 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 as Exhibit 4.1 hereto and is incorporated by reference herein. 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. The issuance of shares of common stock of the Company, par value $0.0001 per share, in connection with the transaction was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended, and/or the private offering provision of Rule 506 of Regulation D.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Registration Rights Agreement, dated as of March 10, 2026, by and between IonQ, Inc. and The Chancellor, Masters, and Scholars of the University of Cambridge.
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)

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:	March 11, 2026	By:	/s/ Paul T. Dacier
			Paul T. Dacier Chief Legal Officer and Corporate Secretary

FAQ

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

IonQ disclosed that it filed a prospectus supplement covering the resale of 2,562,642 common shares by a selling stockholder. The supplement is tied to its existing shelf registration statement and a newly executed Registration Rights Agreement dated March 10, 2026.

How many IonQ (IONQ) shares are covered by the new prospectus supplement?

The prospectus supplement covers the resale of 2,562,642 shares of IonQ common stock. These shares have a par value of $0.0001 per share and are being registered under an existing Form S-3ASR shelf registration statement previously filed with the SEC.

Who is the selling stockholder in IonQ’s 2,562,642-share resale registration?

The selling stockholder is The Chancellor, Masters, and Scholars of the University of Cambridge. IonQ entered into a Registration Rights Agreement with this institution on March 10, 2026, requiring IonQ to register these shares for potential public resale under a prospectus supplement.

What is the purpose of IonQ’s Registration Rights Agreement with the University of Cambridge?

The Registration Rights Agreement obligates IonQ to register certain common shares held by the University of Cambridge for resale. To satisfy this obligation, IonQ filed a prospectus supplement under its Form S-3ASR shelf registration, allowing the holder to resell 2,562,642 registered shares.

How were the IonQ (IONQ) shares issued that are now being registered for resale?

IonQ states that the common shares were issued in a private transaction relying on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D. The subsequent prospectus supplement registers these previously issued shares for potential public resale.

What legal opinions or exhibits accompany IonQ’s resale registration for 2,562,642 shares?

IonQ filed a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP as Exhibit 5.1, along with a related consent as Exhibit 23.1. The Registration Rights Agreement itself is filed as Exhibit 4.1 and incorporated by reference into the shelf registration statement.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-4.1 EX-4.1 99.3 KB
• EX-5.1 EX-5.1 17.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 45.6 KB