Ionq Inc SEC Filings

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. is offering units consisting of common stock or pre-funded warrants each paired with two Series B warrants, with aggregate gross proceeds shown at approximately $2,000,001,699.46 for the primary tranche and an additional $20,000,022.00 attributable to pre-funded components and underwriting items. The offering includes 16,500,000 shares, 43,010,800 Series B Warrants exercisable at $155.00 per share, and 5,005,400 Pre-funded Warrants exercisable at $0.0001 per share, together enabling up to 48,016,200 shares upon exercise.

The company intends to use net proceeds for working capital, general corporate purposes and possibly strategic acquisitions or partnerships. Underwriting discounts total $20,000,022.00 with a per-share/pre-funded warrant fee of $0.93. Lock-up agreements run for 60 days with specified exceptions. The prospectus discusses warrant anti-dilution adjustments, treatment in a Fundamental Transaction, and detailed U.S. and non-U.S. tax considerations for holders.

IonQ is offering a package of common stock, Pre-funded Warrants and Series B Warrants packaged as units at a purchase price of $93.00 per unit. The offering includes 16,500,000 shares of common stock, 43,010,800 Series B Warrants, and 5,005,400 Pre-funded Warrants, with a total of 48,016,200 shares issuable upon exercise of the Warrants. Each Series B Warrant is exercisable for one share at an exercise price of $155.00; each Pre-funded Warrant is exercisable for one share at an exercise price of $0.0001 and may be exercised on or prior to seven years after issuance.

The prospectus shows underwriting discounts of $0.93 per share/Pre-funded Warrant and discloses intended uses of proceeds for working capital, corporate purposes and possible strategic acquisitions or partnerships. Certain insiders are subject to a 60-day lock-up with customary exceptions. Tax treatment, potential adjustments on corporate events, and anti-dilution/Fundamental Transaction provisions for the Warrants are described.

Dean P. Acosta, an officer of IonQ, Inc. (IONQ), reported receiving 75,959 restricted stock units (RSUs) in a Form 4 filing dated 10/06/2025. The RSUs were granted at a $0 price and the reporting person is recorded as beneficial owner of 75,959 shares following the award. The RSUs vest over four years: 25% of the award vests on 12/10/2026 and thereafter 1/16 of the total award vests quarterly on each 03/10, 06/10, 09/10, and 12/10, subject to continued service through each vesting date.

IonQ, Inc. (IONQ) initial Form 3 discloses that Dean P. Acosta, listed as an officer and director, filed an ownership statement reporting no securities beneficially owned as of the event date 10/06/2025. The filing includes an Exhibit 24 power of attorney and is signed on 10/08/2025. This is an initial Section 16 filing that records the reporting persons relationship to the issuer and indicates there are currently no direct or derivative holdings to report.

IonQ, Inc. filing a Form 144 notifies the market that 814,601 common shares may be sold through Merrill Lynch on or about 10/07/2025, with an aggregate market value of $65,157,738.64. The filing shows the shares were acquired by stock option: 107,661 shares on 05/17/2021 and 706,940 shares on 08/18/2022, both from Peter Chapman. The issuer has 324,861,092 shares outstanding. The filer certifies there are no undisclosed material adverse facts and that no sales were reported in the past three months.

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 director Raymond John W received 3,063 restricted stock units (RSUs) on 09/25/2025 as reported on a Form 4. The RSUs were granted with no cash purchase price and are scheduled to vest in full on the earlier of the company’s 2026 Annual Meeting (or immediately prior if the reporting person’s directorship ends at that meeting) or June 18, 2026, provided the director remains in service through the vesting date. After this award the reporting person beneficially owns 3,063 shares directly. The filing was signed by an attorney-in-fact on 09/29/2025.

IonQ Form 3 summary: Raymond John W filed an initial Form 3 reporting his relationship to IonQ as a Director and that no securities are beneficially owned as of the 09/25/2025 event date. The filing includes an Exhibit 24 Power of Attorney and is signed by an attorney-in-fact, Kevin Caimi, dated 09/29/2025. The report indicates it was filed by one reporting person and provides the reporting person’s address at IonQ’s College Park, MD location.