[8-K] IonQ, Inc. Reports Material Event

Rhea-AI Filing Summary

IonQ, Inc. filed a prospectus supplement covering the resale of 2,108,993 shares of its common stock. The resale is by a selling stockholder under the company’s automatic shelf registration (Form S-3ASR, File No. 333-285279).

The filing was made pursuant to a Registration Rights Agreement with The University of Chicago, entered into on November 7, 2025 and effective as of November 10, 2025. IonQ also filed a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP as an exhibit.

This is an administrative step to register shares for potential resale by the holder; it does not, by itself, change IonQ’s operations or disclose new financial results.

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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): November 7, 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 November 10, 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 the selling stockholder of an aggregate of 2,108,993 shares of Company common stock, par value $0.0001 per share. The prospectus supplement was filed in accordance with a registration rights agreement, entered into November 7, 2025 and effective as of November 10, 2025 by and between the Company and The University of Chicago (the “Registration Rights Agreement”). 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 as Exhibit 4.1 hereto and is incorporated by reference herein. 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
4.1		Registration Rights Agreement, entered into November 7, 2025 and effective as of November 10, 2025, by and between IonQ, Inc. and The University of Chicago.
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: November 10, 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 for the resale of 2,108,993 common shares under its Form S-3ASR.

Who is the selling stockholder in the IONQ resale?

The selling stockholder is The University of Chicago.

What agreement governs the IONQ resale registration?

A Registration Rights Agreement entered on November 7, 2025, effective November 10, 2025.

How many IONQ shares are covered for resale?

An aggregate of 2,108,993 shares of common stock.

Under which registration statement was the supplement filed?

IonQ’s automatic shelf registration on Form S-3ASR, File No. 333-285279.

Which law firm provided the legal opinion for the shares?

Paul, Weiss, Rifkind, Wharton & Garrison LLP, filed as Exhibit 5.1.