IonQ registers 6,649,263 common shares for selling stockholder resale

Rhea-AI Filing Summary

IonQ, Inc. filed a prospectus supplement covering the resale by certain selling stockholders of an aggregate of 6,649,263 shares of its common stock, par value $0.0001 per share. The supplement is tied to the company’s automatic shelf registration statement on Form S-3ASR (File No. 333-285279).

The filing also includes a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP as Exhibit 5.1, with the related consent included as Exhibit 23.1. This action provides registered resale capacity for existing holders under the shelf framework.

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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): 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 6,649,263 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 (IONQ) announce in this 8-K?

IonQ filed a prospectus supplement registering the resale by certain selling stockholders of 6,649,263 common shares under its Form S-3ASR.

How many IonQ shares are covered by the resale prospectus supplement?

An aggregate of 6,649,263 shares of common stock, par value $0.0001 per share.

What registration statement is the IonQ supplement related to?

It relates to IonQ’s Form S-3ASR (File No. 333-285279).

Who provided the legal opinion for the IonQ resale filing?

The legal opinion was provided by Paul, Weiss, Rifkind, Wharton & Garrison LLP and filed as Exhibit 5.1.

What type of security is being registered for resale by IonQ?

Common stock of IonQ, with a par value of $0.0001 per share.

Does this IonQ filing include any other exhibits?

Yes. It includes Exhibit 5.1 (legal opinion), Exhibit 23.1 (consent), and Exhibit 104 (cover page iXBRL data).