IonQ, Inc. 8-K

What Happened

• IonQ, Inc. filed a Form 8-K on January 30, 2026 (items 3.02, 7.01, 8.01 and 9.01) to disclose recent transactions and public announcements. On January 28, 2026 the company issued press releases announcing the completed acquisition of Skyloom and the upcoming completion of the Seed acquisition; those press releases are furnished as Exhibits 99.1 and 99.2. The filing also references an unregistered equity transaction involving the University of Chicago and incorporates related prior disclosures filed on November 10, 2025.

Key Details

• Press releases announcing the Skyloom closing and the impending Seed closing were issued on January 28, 2026 (Exhibits 99.1 and 99.2).
• IonQ furnished two Registration Rights Agreements as exhibits: one dated January 26, 2026 with a Holder Representative (Exhibit 10.1) and one dated January 30, 2026 with Marlu Oswald (Exhibit 10.2).
• Item 3.02 notes unregistered sales of equity securities tied to a University of Chicago transaction; the filing incorporates earlier disclosure (Nov. 10, 2025) for details.
• The 8‑K was signed by Paul T. Dacier, Chief Legal Officer and Corporate Secretary, on January 30, 2026.

Why It Matters

• Acquisitions (Skyloom closed; Seed nearing close) are material operational events that can change IonQ’s business scope, technology capabilities or revenue prospects.
• Registration rights agreements indicate investors or counterparties were issued securities with contractual rights to request future registration, which can lead to share registration and potential dilution when exercised.
• The mention of unregistered equity sales tied to the University of Chicago transaction signals prior stock issuances that investors should monitor (details are incorporated by reference to the Nov. 10, 2025 filing).

Keywords: IonQ, acquisition, Skyloom, Seed acquisition, 8-K, registration rights, unregistered securities, University of Chicago, press release.