IonQ (NYSE: IONQ) details 12,377,433-share resale in new prospectus

Rhea-AI Filing Summary

IonQ, Inc. filed a prospectus supplement covering the resale by certain selling stockholders of an aggregate of 12,377,433 shares of its common stock, par value $0.0001 per share. The prospectus supplement relates to the company’s automatic shelf registration statement on Form S-3ASR filed on February 26, 2025. IonQ also filed a legal opinion from Wilson Sonsini Goodrich & Rosati as Exhibit 5.1, along with the related consent and cover page interactive data file.

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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 28, 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 28, 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 12,377,433 shares of Company common stock, par value $0.0001 per share. A copy of the legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation 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 Wilson Sonsini Goodrich & Rosati, Professional Corporation.
	23.1			Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (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 28, 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 8-K filing?

IonQ disclosed that it filed a prospectus supplement to its Form S-3ASR registration statement to cover the resale by certain selling stockholders of shares of its common stock, along with related legal opinion exhibits.

How many IonQ common shares are covered by the new prospectus supplement?

The prospectus supplement covers the resale of an aggregate of 12,377,433 shares of IonQ common stock, par value $0.0001 per share.

Who is selling the 12,377,433 IonQ shares described in the prospectus?

The shares covered are for resale by certain selling stockholders, meaning existing holders, rather than a new primary issuance by IonQ itself.

Which registration statement does the IonQ prospectus supplement relate to?

The prospectus supplement relates to IonQ’s registration statement on Form S-3ASR, File No. 333-285279, which was filed with the SEC on February 26, 2025.

What legal opinion was filed in connection with the IonQ share resale registration?

IonQ filed an opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation as Exhibit 5.1, addressing the shares covered by the prospectus supplement, and a related consent as Exhibit 23.1.

What securities of IonQ are listed on the New York Stock Exchange?

IonQ lists its common stock, par value $0.0001 per share, under the symbol IONQ, and its warrants, each exercisable for one share of common stock at $11.50 per share, under the symbol IONQ WS on the New York Stock Exchange.