Ionq Inc 8-K Filings

IonQ, Inc. reported that on August 7, 2026 it filed a prospectus supplement with the SEC under its existing Registration Statement on Form S-3ASR, originally filed on February 26, 2025. The supplement covers the resale by certain selling stockholders of an aggregate of 1,958,951 shares of IonQ common stock, par value $0.0001 per share.

A legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding the validity of the shares is included as Exhibit 5.1, with the related consent provided as Exhibit 23.1. An Inline XBRL cover page data file is also included as Exhibit 104.

IonQ reported record second‑quarter 2026 revenue of $80.1 million, a 287% year‑on‑year increase driven by deployments across its quantum platform. Management described this as the fifth consecutive record quarter and raised full‑year 2026 revenue guidance to a range of $280 million to $290 million, while reiterating expectations for 100% organic growth.

Despite the revenue surge, IonQ recorded a GAAP net loss attributable to the company of $1,867.7 million, or $5.08 per share, reflecting a $1,576.2 million loss on changes in the fair value of warrant liabilities and continued high operating expenses. Adjusted EBITDA loss was $120.3 million and Adjusted EPS was $0.33 negative for the quarter.

Liquidity is sizable, with cash, cash equivalents and investments totaling about $3.0 billion as of June 30, 2026, or $2.0 billion pro forma for the SkyWater Technology acquisition that closed on July 31, 2026. Remaining performance obligations grew 297% year‑on‑year, and IonQ highlighted new commercial, government and security partnerships as it expands its full‑stack quantum platform.

IonQ, Inc. completed its previously announced acquisition of SkyWater Technology, combining a leading quantum computing platform with the largest exclusively U.S.-based semiconductor foundry. The transaction closed on July 31, 2026, following required regulatory approvals, with SkyWater now operating as a subsidiary under its existing name.

Under the agreement, SkyWater shareholders receive $15.00 in cash plus 0.4883 shares of IonQ common stock for each SkyWater share. SkyWater’s CEO Thomas Sonderman will lead the subsidiary and report to IonQ CEO Niccolo de Masi, as IonQ aims to build a vertically integrated, full-stack quantum platform spanning computing, networking, sensing, and security. The combined company plans a second quarter earnings call on August 5, 2026 after the U.S. market close and an investor day on September 8, 2026.

IonQ, Inc. has received final regulatory approval to consummate its acquisition of SkyWater Technology under a previously signed Agreement and Plan of Merger. The deal uses a two-step merger structure, after which SkyWater will operate as a wholly owned subsidiary of IonQ while continuing to serve semiconductor foundry customers under the SkyWater name.

IonQ states that the combination is expected to materially accelerate its quantum computing roadmap, secure a fully scalable domestic supply chain, and support its chip-focused manufacturing approach. Having obtained all required regulatory approvals and satisfied remaining closing conditions, the companies anticipate closing the transaction on July 31, 2026, followed by a combined second quarter earnings call on August 5, 2026 and an investor day on September 8, 2026.

IonQ, Inc. held its 2026 Annual Meeting of Stockholders on June 16, 2026. Stockholders elected two Class II directors, Kathryn K. Chou and William F. Scannell, to serve until the 2029 annual meeting and until their successors are elected and qualified.

Stockholders also ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026, with 164,960,644 votes in favor. In addition, a non-binding advisory proposal approving the compensation of IonQ’s named executive officers received 45,871,221 votes for, 39,484,263 against, and 968,383 abstentions, with 80,624,504 broker non-votes.

IonQ reported a breakout first quarter of 2026, combining record growth with a large non‑cash gain. Revenue reached $64.7 million, up 755% year-on-year and about 30% above the prior guidance midpoint, driven by accelerating quantum system sales and platform usage.

The company posted net income of $805.4 million and GAAP EPS of $2.19, primarily due to a $1.06 billion gain from changes in the fair value of warrant liabilities. Underlying operations remain loss-making, with a loss from operations of $271.5 million and Adjusted EBITDA loss of $96.8 million.

IonQ ended the quarter with $3.1 billion in cash, cash equivalents and investments, and reported record remaining performance obligations of $470 million, up 554% year-on-year. Management raised full-year 2026 revenue guidance to $260–$270 million, including $65–$68 million expected in the second quarter, and reaffirmed an Adjusted EBITDA loss outlook of $(330) million to $(310) million. Commercial customers contributed about 60% of revenue, with roughly 35% from international and 35% from multi-product engagements.

IonQ, Inc. reported that both IonQ and SkyWater Technology received a “Second Request” for additional information from the U.S. Federal Trade Commission regarding their planned two-step merger structure. This request extends the Hart-Scott-Rodino waiting period until 30 days after both parties substantially comply.

The companies plan to respond promptly and continue cooperating with the FTC. Despite the extended review, the mergers are still expected to close in the second or third quarter of 2026, subject to HSR waiting-period expiration or termination and other customary closing conditions, including SkyWater stockholder approval.

IonQ, Inc. reported a change in its board of directors. On March 19, 2026, the Board expanded its size and elected William F. Scannell, age 63, as a Class II director effective March 20, 2026. His term will run until the 2026 Annual Meeting of Stockholders. Mr. Scannell will also serve on the Board’s Compensation Committee and will receive the standard compensation provided to other non-affiliated directors under IonQ’s Non-Employee Director Compensation Policy. The company states there are no special arrangements leading to his selection and no related-party transactions requiring disclosure.

IonQ, Inc. is registering 2,562,642 shares of common stock for resale by The Chancellor, Masters, and Scholars of the University of Cambridge under a new prospectus supplement to its existing shelf registration statement. The prospectus supplement is required by a Registration Rights Agreement dated March 10, 2026. The shares were originally issued in a private transaction relying on exemptions under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, and IonQ has filed related legal opinion and consent exhibits.

IonQ, Inc. filed a prospectus supplement with the SEC covering the resale by certain stockholders of an aggregate of 5,127,459 shares of its common stock under an existing shelf registration statement on Form S-3ASR. This action allows those holders to sell registered shares into the market. 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.

IonQ reported a breakout 2025, with GAAP revenue of $130.0 million, up 202% year over year and 20% above its guidance midpoint. Fourth-quarter revenue reached $61.9 million, 55% above the implied guidance midpoint and 429% higher than the prior-year quarter.

The company became the first public quantum firm to surpass $100 million in annual GAAP revenue and ended 2025 with $3.3 billion in cash, cash equivalents, and investments. Despite a full-year net loss of $510.4 million and Adjusted EBITDA loss of $186.8 million, IonQ posted fourth-quarter net income of $753.7 million, largely driven by a non-cash gain from warrant revaluation.

IonQ highlighted major commercial wins, including an agreement with QuantumBasel totaling over $60 million and a fifth-generation 100‑qubit system sale to KISTI. It also announced an agreement to acquire SkyWater Technology and issued 2026 revenue guidance of $225 million to $245 million, with an expected Adjusted EBITDA loss between $330 million and $310 million.

IonQ, Inc. reported completing two stock-based acquisitions and related unregistered equity issuances. On January 26, 2026, the company closed its previously announced acquisition of Skyloom Global Corp., with aggregate consideration of up to 3,909,267 shares of IonQ common stock as Skyloom Stock Consideration and granted recipients registration rights for those shares under a new Registration Rights Agreement.

On January 30, 2026, IonQ completed the acquisition of all equity interests of Seed Innovations, LLC, with aggregate consideration of up to 1,171,868 IonQ common shares as Seed Stock Consideration, also paired with a Registration Rights Agreement providing registration rights to recipients. Both issuances relied on private offering exemptions under Section 4(a)(2), Rule 506 of Regulation D and/or Regulation S. The company also referenced an earlier University of Chicago-related share issuance and furnished press releases describing the Skyloom and Seed transactions.

IonQ, Inc. agreed to acquire SkyWater Technology, Inc. in a cash-and-stock transaction structured as a two-step merger. Each outstanding SkyWater common share will be converted into the right to receive $15.00 in cash plus Company common stock based on an exchange ratio tied to a 20‑day volume weighted average price, with the ratio capped at 0.3326 shares and floored at 0.5265 shares per SkyWater share.

SkyWater stock options and most restricted stock units will convert into IonQ-based awards using an equity award exchange ratio, while non-employee director RSUs will fully vest and settle before closing. The deal is subject to SkyWater stockholder approval, effectiveness of a Form S‑4 registration statement, New York Stock Exchange listing of the new IonQ shares, antitrust clearance, and absence of legal blocks.

The agreement includes a termination fee of $51,573,958.07 payable by SkyWater in specified circumstances and a potential “antitrust termination” structure under which IonQ would purchase 2,857,143 newly issued SkyWater shares for $100,000,000. A voting agreement covers holders representing about 19.87% of SkyWater voting power in support of the transaction.

IonQ, Inc. filed an amended current report to add details of the separation agreement with its former Chief Financial Officer, Thomas Kramer. The amendment explains that, under the company’s executive severance plan and his performance-based equity award, Kramer will receive a lump-sum cash severance equal to nine months of base salary, his full 2025 target bonus and an additional pro-rated 2025 bonus for the period he worked, payable after his release of claims becomes effective.

IonQ will also cover his health insurance premiums under COBRA for up to nine months if he elects continuation coverage. All of his unvested restricted stock units and certain unvested stock options will fully vest, while remaining unvested options will be forfeited, and his performance stock units will vest at target, adjusted for the portion of the performance period he served. The amendment does not change other disclosures in the original report.

IonQ, Inc. reported that Chief Revenue Officer Rima Alameddine will leave the company, with her last day as an employee on November 24, 2025. Under IonQ’s Amended and Restated Executive Severance Plan and her PSU award agreement, she will receive cash severance equal to nine months of base salary, 100% of her 2025 target bonus, and a pro-rated portion of her 2025 bonus paid over nine months.

The company will pay COBRA health premiums for up to nine months after her coverage ends on November 30, 2025, and all unvested restricted stock units and options will fully vest, with PSUs vesting at target on a pro-rated basis. Ms. Alameddine will serve as a non-employee advisor from November 24 through December 31, 2025 at her current base salary. IonQ also announced, via a press release filed as an exhibit, the appointment of Scott Millard as Chief Business Officer.

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.

IonQ, Inc. furnished a press release announcing its financial results for the third quarter ended September 30, 2025. The press release is provided as Exhibit 99.1 and, along with the related disclosure, is designated as furnished under Item 2.02.

The company notes this information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into other filings except as specifically referenced. The 8-K also lists IonQ’s securities registered on the NYSE, including common stock under IONQ and warrants each exercisable for one share at $11.50 under IONQ WS.

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.

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.

IonQ, Inc. entered into an underwriting agreement with J.P. Morgan Securities to offer and sell 16,500,000 shares of common stock and 5,005,400 pre-funded warrants, together with 43,010,800 Series B Warrants. Each share was offered with two Series B Warrants at a combined public price of $93.00; each pre-funded warrant was also paired with two Series B Warrants at the same combined price.

The warrants are exercisable immediately for seven years. Pre-funded warrants carry a $0.0001 exercise price; Series B Warrants have a $155.00 exercise price and customary anti-dilution adjustments. Exercises are limited by a beneficial ownership cap of 4.99%, which holders may increase up to 9.99% under the agreements. In a Fundamental Transaction, Series B holders may request cash equal to the Black Scholes Value, payable upon consummation. The closing is expected on October 14, 2025.

IonQ, Inc. filed an Form 8-K reporting several non-financial items including an Unregistered Sale of Equity Securities and governance changes. The filing lists a Registration Rights Agreement dated October 2, 2025 between IonQ, Inc. and Fortis Advisors LLC, and it includes a Press Release dated October 7, 2025 as an exhibit. The document is signed by Paul T. Dacier, Chief Legal Officer and Corporate Secretary. The 8-K identifies Items 3.02, 5.02, 7.01, 8.01 and 9.01 but does not disclose transaction economics, share counts, or financial impacts within the provided text.

IonQ, Inc. reported that its Board of Directors appointed John W. Raymond as a new Class I director, effective September 25, 2025. His term will run until the company’s 2028 annual meeting of stockholders. The Board acted on the recommendation of its Nominating and Corporate Governance Committee.

The company states there are no special arrangements, family relationships, or related-party transactions involving General Raymond that require disclosure. As a non-employee director, he is eligible for the standard compensation program, which currently includes an annual cash retainer of $147,500, paid quarterly, and an initial restricted stock unit award with a grant date value equal to a pro-rated portion of the $220,000 annual RSU grant. IonQ also entered into its standard indemnification agreement with him, providing protection to the fullest extent permitted under Delaware law. As General Raymond joins the Board, Bill Scannell is expected to resign as a director and assume the role of Senior Commercial Advisor.

IonQ amended a prior 8-K to correct a typographical error and to confirm transaction terms. The amendment states the company delivered 25,372,150 shares of common stock plus $10,000,000 cash as the aggregate consideration at closing for the acquisition of Oxford Ionics Limited. The amendment corrects an earlier, incorrect share amount of 26,622,077. It also discloses a proposed issuance of 6,294,058 shares in connection with the Vector Atomic transaction, expected to close in the fourth quarter of 2025 and subject to customary conditions. The filing references a registration rights agreement and related press releases and confirms reliance on private offering exemptions for the share issuances.

IonQ announced a material acquisition and a separate pending equity transaction. The company completed the acquisition of Oxford Ionics by issuing 26,622,077 shares of common stock plus $10,000,000 in cash as consideration. IonQ also entered into an agreement to issue 6,294,058 shares to acquire Vector Atomic, with that transaction expected to close in the fourth quarter of 2025 subject to customary closing conditions. The filings referenced a Registration Rights Agreement related to Oxford Science Enterprises plc and press releases announcing the Oxford Ionics closing and the Vector Atomic agreement. The disclosure indicates reliance on private offering exemptions for the share issuances.

IonQ, Inc. reported an executive transition, appointing Lead Independent Director Inder M. Singh as Chief Financial Officer and Chief Operating Officer effective September 4, 2025, succeeding CFO Thomas Kramer. In connection with his new roles, Mr. Singh has stepped down from the board.

Under his offer letter, Mr. Singh will receive a $500,000 annual base salary and is eligible for an annual cash bonus targeted at 100% of salary, with a prorated 2025 bonus based on the transition date. He will be granted initial equity awards consisting of RSUs valued at $6,750,000, performance-based RSUs with a target value of $18,000,000 (with an opportunity to vest in up to 200% of that target) over a three-year performance period covering calendar years 2025–2027, and an additional make-whole RSU award equal to forfeited contingent compensation, vesting on the second anniversary of the transition date.

Mr. Singh will be eligible for severance benefits under IonQ’s Amended and Restated Executive Severance Plan in the event of a covered termination, including continued salary and target bonus for 9–12 months depending on whether a change in control is involved, a pro-rata target bonus for the year of termination, COBRA subsidies aligned with the severance period, and acceleration of certain equity awards. A press release announcing the transition is filed as an exhibit.

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.

IonQ, Inc. reported that its Board of Directors appointed Jim Frankola and William J. Teuber, Jr. as new independent directors effective August 26, 2025. Mr. Frankola will serve as a Class III director with a term expiring at the 2027 annual meeting, while Mr. Teuber will serve as a Class I director with a term expiring at the 2028 annual meeting.

The Board determined that both are independent under New York Stock Exchange rules and are qualified financial experts based on their prior experience as chief financial officers. As non-employee directors, they are eligible for an annual cash retainer of $147,500, paid quarterly, and an initial RSU award based on a pro-rated portion of a $220,000 annual RSU grant. Each entered into IonQ’s standard indemnification agreement, providing protection to the fullest extent permitted under Delaware law.

IonQ reported executive compensation changes affecting its Chief Executive Officer, Niccolo de Masi. The filing states Mr. de Masi was granted 485,319 RSUs effective August 13, 2025, which vest quarterly over three years, and his annual base salary was increased to $700,000. The filing also references performance share units (PSUs) in relation to the structure held by other senior employees and internal pay equity, noting strong performance and strategy initiatives as context for the awards.

IonQ, Inc. filed a prospectus supplement to its Form S-3ASR registration statement (File No. 333-285279) covering the resale by certain selling stockholders of 13,220,367 shares of common stock. A legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP is filed as Exhibit 5.1 and the firm's consent is included as Exhibit 23.1. The filing also includes the cover page interactive data file as Exhibit 104. The prospectus supplement and attached opinion are incorporated by reference into the registration statement to register the resale of the specified shares.

IonQ, Inc. (NYSE: IONQ) filed a Form 8-K reporting that on 11 July 2025 it closed the previously announced acquisition of Capella Space Corp. Under the Agreement and Plan of Merger dated 7 May 2025, Capella merged with a wholly-owned IonQ subsidiary and now operates as the surviving corporation.

Transaction terms: Capella securityholders received 7,401,396 newly issued IonQ common shares (the “Stock Consideration”). The shares were issued privately under Section 4(a)(2) and Rule 506 of Regulation D, triggering Item 3.02 disclosure for an unregistered equity sale.

Registration Rights: A Registration Rights Agreement dated 11 July 2025 (filed as Exhibit 10.1) grants Capella securityholders standard demand and piggy-back rights to resell the Stock Consideration once registered.

Communication: IonQ released a press announcement on 15 July 2025 (furnished as Exhibit 99.1) confirming deal completion; the release is furnished under Item 7.01 and not deemed “filed.”

• Item 3.02: Unregistered issuance of 7.4 million shares.
• Item 7.01: Regulation FD press release.
• Item 8.01: Completion of Capella acquisition.
• Item 9.01: Exhibits 10.1 (Registration Rights), 99.1 (Press Release), 104 (Cover Page XBRL).

The all-stock structure avoids immediate cash outflow but dilutes existing shareholders. The filing provides no pro-forma financials or strategic metrics regarding Capella’s contribution.

Item 5.07 – Results of IonQ’s 2025 Annual Meeting of Stockholders

IonQ, Inc. (NYSE: IONQ) reported the voting outcomes from its 17 June 2025 annual meeting. Two Class I directors were successfully re-elected to serve until the 2028 meeting: Niccolo de Masi received 60,572,382 “For” votes versus 1,986,960 withheld, while Inder M. Singh received 50,750,772 “For” votes versus 11,808,570 withheld. Each proposal carried 52,916,886 broker non-votes.

The non-binding “say-on-pay” proposal passed with 39,900,600 votes in favor (≈64 %), 22,233,654 against (≈35 %), and 425,088 abstentions, suggesting a material minority of shareholders question current compensation practices.

Shareholders overwhelmingly ratified Ernst & Young LLP as independent auditor for FY 2025, delivering 114,159,284 “For” votes (≈99 %), 588,969 against, and 727,975 abstentions.

No other matters were presented and the Form 8-K contained no financial performance updates, transactions, or strategic announcements.