IonQ (NYSE: IONQ) completes Skyloom and Seed acquisitions using new shares

Rhea-AI Filing Summary

IonQ, Inc. reported completing two stock-based acquisitions and related unregistered equity issuances. On January 26, 2026, the company closed its previously announced acquisition of Skyloom Global Corp., with aggregate consideration of up to 3,909,267 shares of IonQ common stock as Skyloom Stock Consideration and granted recipients registration rights for those shares under a new Registration Rights Agreement.

On January 30, 2026, IonQ completed the acquisition of all equity interests of Seed Innovations, LLC, with aggregate consideration of up to 1,171,868 IonQ common shares as Seed Stock Consideration, also paired with a Registration Rights Agreement providing registration rights to recipients. Both issuances relied on private offering exemptions under Section 4(a)(2), Rule 506 of Regulation D and/or Regulation S. The company also referenced an earlier University of Chicago-related share issuance and furnished press releases describing the Skyloom and Seed transactions.

Insights

Equity & M&A analyst

IonQ is using stock to acquire two companies and granting registration rights on the new shares.

IonQ has closed the Skyloom Global Corp. deal with consideration of up to 3,909,267 common shares and the Seed Innovations, LLC deal with up to 1,171,868 common shares. Both are all‑stock structures relying on private offering exemptions, which means no public offering process for these issuances.

The company entered Registration Rights Agreements dated January 26, 2026 and January 30, 2026, giving recipients rights to have their shares registered for resale in the future. Actual dilution effects will depend on how many shares are ultimately delivered within the stated “up to” share caps.

The filing also cross‑references a prior University of Chicago transaction involving unregistered share issuance, reinforcing IonQ’s pattern of using equity in strategic deals. Subsequent filings that register these shares for resale, if any, would clarify liquidity timelines for the new holders.

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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): January 26, 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.

University of Chicago Transaction

The information set forth under Item 8.01 of the Current Report on Form 8-K filed by IonQ, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 10, 2025 is incorporated by reference into this Item 3.02. The issuance of shares of common stock of the Company, par value $0.0001 per share (each, a “Company 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 (the “Securities Act”), and/or the private offering provision of Rule 506 of Regulation D and was not previously reported in reliance on Item 3.02(b) of Form 8-K.

Skyloom Global Acquisition

On January 26, 2026, the Company completed its previously announced acquisition (the “Skyloom Acquisition”) of all of the issued and outstanding shares of common stock of Skyloom Global Corp., a Delaware corporation (“Skyloom”), pursuant to the terms of the Agreement and Plan of Merger, dated as of November 6, 2025, by and among the Company, Skyloom, Saxophone Intermediary Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, Saxophone Acquisition Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, and the Holder Representative named therein. The aggregate consideration to be delivered in connection with the Skyloom Acquisition and related transactions consists of up to 3,909,267 Company Shares (the “Skyloom Stock Consideration”).

In connection with the closing of the Skyloom Acquisition and related transactions and the issuance of the Skyloom Stock Consideration, the Company and the Holder Representative entered into a Registration Rights Agreement, dated as of January 26, 2026 (the “Skyloom Registration Rights Agreement”), pursuant to which recipients of the Skyloom Stock Consideration have certain registration rights with respect thereto.

The issuance and sale of Company Shares in connection with the Skyloom Acquisition was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act, the private offering provision of Rule 506 of Regulation D and/or Regulation S promulgated under the Securities Act.

The foregoing description of the Skyloom Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Skyloom 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.

Seed Innovations Acquisition

On January 30, 2026, the Company completed the acquisition (the “Seed Acquisition”) of all of the issued and outstanding equity interests of Seed Innovations, LLC, a Colorado limited liability company (“Seed”), pursuant to the terms of the Membership Interest Purchase Agreement, dated as of January 20, 2026, by and among the Company, Seed, the members of Seed and Marlu Oswald, solely in her capacity as the Member Representative. The aggregate consideration to be delivered in connection with the Seed Acquisition and related transactions consists of up to 1,171,868 Company Shares (the “Seed Stock Consideration”).

In connection with the closing of the Seed Acquisition and related transactions and the issuance of the Seed Stock Consideration, the Company and the Member Representative entered into a Registration Rights Agreement, dated as of January 30, 2026 (the “Seed Registration Rights Agreement”), pursuant to which recipients of the Seed Stock Consideration will have certain registration rights with respect thereto.

The issuance and sale of Company Shares in connection with the Seed Acquisition was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act, the private offering provision of Rule 506 of Regulation D and/or Regulation S promulgated under the Securities Act.

The foregoing description of the Seed Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Seed Registration Rights Agreement, a copy of which is filed herewith as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On January 28, 2026, the Company issued a press release announcing the completion of the Skyloom Acquisition. 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.

Also on January 28, 2026, the Company issued a press release announcing the impending completion of the Seed Acquisition. A copy of the press release has been furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information provided pursuant to Item 7.01 of this Form 8-K, including Exhibit 99.1 and Exhibit 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Registration Rights Agreement, dated as of January 26, 2026, by and between IonQ, Inc. and the Holder Representative named therein.
10.2		Registration Rights Agreement, dated as of January 30, 2026, by and between IonQ, Inc. and Marlu Oswald.
99.1		Press Release announcing the closing of the Skyloom Acquisition, dated January 28, 2026.
99.2		Press Release announcing the upcoming closing of the Seed Acquisition, dated January 28, 2026.
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:	January 30, 2026	By:	/s/ Paul T. Dacier
			Paul T. Dacier Chief Legal Officer and Corporate Secretary

FAQ

What acquisitions did IonQ (IONQ) complete in January 2026?

IonQ completed two acquisitions in January 2026: Skyloom Global Corp. on January 26 and Seed Innovations, LLC on January 30. Both involved issuing IonQ common shares as consideration under separate merger and purchase agreements.

How many IonQ shares are tied to the Skyloom acquisition?

The Skyloom acquisition consideration consists of up to 3,909,267 IonQ common shares, defined as the Skyloom Stock Consideration. These shares were issued in a private placement and are subject to a Registration Rights Agreement dated January 26, 2026.

How many IonQ shares are tied to the Seed Innovations acquisition?

The Seed Innovations transaction provides for aggregate consideration of up to 1,171,868 IonQ common shares, called the Seed Stock Consideration. Recipients will have registration rights under a Registration Rights Agreement dated January 30, 2026.

Were the IonQ Skyloom and Seed share issuances registered with the SEC?

No, the IonQ shares issued for the Skyloom and Seed deals were unregistered, relying on Section 4(a)(2), Rule 506 of Regulation D and/or Regulation S exemptions. Separate Registration Rights Agreements give recipients rights to seek future registration of these shares.

What are the registration rights associated with IonQ’s Skyloom deal?

For the Skyloom acquisition, IonQ entered a Registration Rights Agreement on January 26, 2026. It grants recipients of the Skyloom Stock Consideration certain rights to have their IonQ common shares registered for resale under future registration statements.

What are the registration rights associated with IonQ’s Seed Innovations deal?

In the Seed Innovations acquisition, IonQ signed a Registration Rights Agreement on January 30, 2026. This agreement provides recipients of the Seed Stock Consideration with specified rights to register their IonQ common shares for resale at a later time.

How did IonQ structure the Skyloom and Seed share issuances legally?

IonQ structured both the Skyloom and Seed share issuances as private placements. The company relied on the private offering exemption under Section 4(a)(2), the private offering provision of Rule 506 of Regulation D, and/or Regulation S under the Securities Act of 1933.