UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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
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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 | |||