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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 1, 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) |
| |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
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. |
The information set forth under Item 8.01 of
this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance and sale of shares of IonQ, Inc. (the “Company”)
common stock in connection with the Transaction (as defined below) 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.
| Item 5.02 | Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers. |
Bill Scannell’s resignation from the Board and his concurrent assumption of the role of Senior Commercial Advisor, which was previously
disclosed as being expected in connection with the appointment of General John W. Raymond to the Board, occurred on October 1, 2025.
| Item 7.01 | Regulation FD Disclosure. |
On October 7, 2025, the Company issued a press
release announcing the completion of the Transaction. 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.
The information provided pursuant to Item 7.01
of this Form 8-K, including Exhibit 99.1 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.
On October 2, 2025, the Company completed its
previously announced transaction (the “Transaction”) to acquire all of the issued and outstanding shares of Vector
Atomic, Inc., a California corporation (“Vector Atomic”), pursuant to the terms of the Agreement and Plan of Merger,
dated September 16, 2025, by and among the Company, Vector Atomic, Violin Acquisition Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the agent, representative
and attorney-in-fact on behalf of the stockholders of Vector Atomic (the “Securityholder Representative”). The aggregate
consideration delivered at the closing of the Transaction consisted of 6,080,379 shares of the Company’s common stock (the “Stock
Consideration”).
In connection with the closing of the Transaction
and in connection with the issuance of the Stock Consideration, the Company and the Securityholder Representative entered into a Registration
Rights Agreement, dated October 2, 2025 (the “Registration Rights Agreement”), pursuant to which the stockholders of
Vector Atomic will have certain registration rights relating to the Stock Consideration.
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 herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Registration Rights Agreement, dated as of October 2, 2025, by and between IonQ, Inc. and Fortis Advisors LLC. |
| |
|
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| 99.1 |
|
Press Release, dated October 7, 2025. |
| |
|
|
| 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.
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IonQ, Inc. |
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| Date: October 7, 2025 |
By: |
/s/ Paul T. Dacier |
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Paul T. Dacier |
|
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|
Chief Legal Officer and Corporate Secretary |
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