IonQ 8-K: Selling stockholders’ resale of 25,275,276 shares under S-3ASR

Rhea-AI Filing Summary

IonQ, Inc. filed a prospectus supplement covering the resale by certain selling stockholders of 25,275,276 shares of common stock. The supplement relates to the company’s automatic shelf registration statement on Form S-3ASR filed on February 26, 2025 (File No. 333-285279).

The company also filed a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP as Exhibit 5.1, which is incorporated by reference into the registration statement.

false 0001824920 0001824920 2025-10-16 2025-10-16 0001824920 IONQ:CommonStockParValue0.00001PerShareMember 2025-10-16 2025-10-16 0001824920 IONQ:DepositarySharesEachRepresenting120thInterestInShareOf5.50SeriesBMandatoryConvertiblePreferredStockParValue0.001PerShareMember 2025-10-16 2025-10-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): October 16, 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 8.01 Other Events.

On October 16, 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 25,275,276 shares of Company common stock, par value $0.0001 per share. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
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: October 16, 2025	By:	/s/ Paul T. Dacier
		Paul T. Dacier
		Chief Legal Officer and Corporate Secretary

FAQ

What did IONQ announce in this 8-K?

IonQ filed a prospectus supplement covering the resale of 25,275,276 common shares by certain selling stockholders.

Which registration statement does this prospectus supplement relate to for IONQ?

It relates to IonQ’s Form S-3ASR automatic shelf registration (File No. 333-285279) filed on February 26, 2025.

Who is selling the 25,275,276 IONQ shares?

The shares are being resold by certain selling stockholders as described in the prospectus supplement.

Did IONQ include any legal opinions with this filing?

Yes. IonQ filed the Paul, Weiss legal opinion as Exhibit 5.1, incorporated by reference into the registration statement.

What securities of IONQ are listed on the NYSE?

IonQ lists common stock (IONQ) and warrants (IONQ WS) on the New York Stock Exchange.

What is the class of shares covered in the resale for IONQ?

The prospectus supplement covers common stock, par value $0.0001 per share.