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    IonQ Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    10/16/25 8:56:55 PM ET
    $IONQ
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    Get the next $IONQ alert in real time by email
    FORM 8-K
    false 0001824920 0001824920 2025-10-16 2025-10-16 0001824920 IONQ:CommonStockParValue0.00001PerShareMember 2025-10-16 2025-10-16 0001824920 IONQ:DepositarySharesEachRepresenting120thInterestInShareOf5.50SeriesBMandatoryConvertiblePreferredStockParValue0.001PerShareMember 2025-10-16 2025-10-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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 16, 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 8.01Other Events.

    On October 16, 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 certain selling stockholders of an aggregate of 25,275,276 shares of Company common stock, par value $0.0001 per share. 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 9.01Financial Statements and Exhibits.

    (d) Exhibits

    Exhibit No.

     

    Description

    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: October 16, 2025 By: /s/ Paul T. Dacier  
        Paul T. Dacier  
        Chief Legal Officer and Corporate Secretary  
           

     

     

     

     

      

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