Item 3.02 Unregistered Sales of Equity Securities.
University of Chicago Transaction
The information set forth under Item 8.01 of the Current Report on Form 8-K filed by IonQ, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 10, 2025 is incorporated by reference into this Item 3.02. The issuance of shares of common stock of the Company, par value $0.0001 per share (each, a “Company Share”) in connection with the transaction was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or the private offering provision of Rule 506 of Regulation D and was not previously reported in reliance on Item 3.02(b) of Form 8-K.
Skyloom Global Acquisition
On January 26, 2026, the Company completed its previously announced acquisition (the “Skyloom Acquisition”) of all of the issued and outstanding shares of common stock of Skyloom Global Corp., a Delaware corporation (“Skyloom”), pursuant to the terms of the Agreement and Plan of Merger, dated as of November 6, 2025, by and among the Company, Skyloom, Saxophone Intermediary Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, Saxophone Acquisition Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, and the Holder Representative named therein. The aggregate consideration to be delivered in connection with the Skyloom Acquisition and related transactions consists of up to 3,909,267 Company Shares (the “Skyloom Stock Consideration”).
In connection with the closing of the Skyloom Acquisition and related transactions and the issuance of the Skyloom Stock Consideration, the Company and the Holder Representative entered into a Registration Rights Agreement, dated as of January 26, 2026 (the “Skyloom Registration Rights Agreement”), pursuant to which recipients of the Skyloom Stock Consideration have certain registration rights with respect thereto.
The issuance and sale of Company Shares in connection with the Skyloom Acquisition was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act, the private offering provision of Rule 506 of Regulation D and/or Regulation S promulgated under the Securities Act.
The foregoing description of the Skyloom Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Skyloom Registration Rights Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Seed Innovations Acquisition
On January 30, 2026, the Company completed the acquisition (the “Seed Acquisition”) of all of the issued and outstanding equity interests of Seed Innovations, LLC, a Colorado limited liability company (“Seed”), pursuant to the terms of the Membership Interest Purchase Agreement, dated as of January 20, 2026, by and among the Company, Seed, the members of Seed and Marlu Oswald, solely in her capacity as the Member Representative. The aggregate consideration to be delivered in connection with the Seed Acquisition and related transactions consists of up to 1,171,868 Company Shares (the “Seed Stock Consideration”).
In connection with the closing of the Seed Acquisition and related transactions and the issuance of the Seed Stock Consideration, the Company and the Member Representative entered into a Registration Rights Agreement, dated as of January 30, 2026 (the “Seed Registration Rights Agreement”), pursuant to which recipients of the Seed Stock Consideration will have certain registration rights with respect thereto.
The issuance and sale of Company Shares in connection with the Seed Acquisition was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act, the private offering provision of Rule 506 of Regulation D and/or Regulation S promulgated under the Securities Act.
The foregoing description of the Seed Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Seed Registration Rights Agreement, a copy of which is filed herewith as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On January 28, 2026, the Company issued a press release announcing the completion of the Skyloom Acquisition. A copy of the press release has been furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Also on January 28, 2026, the Company issued a press release announcing the impending completion of the Seed Acquisition. A copy of the press release has been furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.