Welcome to our dedicated page for Ionq SEC filings (Ticker: IONQ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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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.
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