IonQ: agrees to acquire Elisity, consideration $1,150,000,000

What happened

• IonQ, Inc. reported that on Oct 9, 2026 it entered into an Agreement and Plan of Merger to acquire all of the issued and outstanding shares of Elisity, Inc. Pursuant to the Agreement, the aggregate closing consideration payable consists of Shares with a value of $1,150,000,000. The parties filed a press release on Oct 12, 2026 announcing the Agreement.

Key details

• Closing consideration: Shares valued at $1,150,000,000, reduced by any non-permitted leakage since Jul 31, 2026.
• Earnout: Elisity securityholders may receive up to an additional $150,000,000 of Shares based on revenue milestones from Aug 1, 2026 to Jan 31, 2028.
• Common stock price: number of Shares to be issued will be calculated using the volume-weighted average price for Shares for the 20 trading days immediately preceding, but not including, the third business day prior to Closing; price will not exceed $49.61 per Share nor be less than $33.07 per Share.
• Retention pool: Company will establish RSUs for continuing Elisity employees equal to $100,000,000 divided by the Common Stock Price, to be granted after Closing and vest over four years.
• Other terms: Agreement includes customary representations, warranties, covenants, treatment of outstanding Elisity equity awards, closing conditions (including regulatory approvals, absence of governmental prohibition, accuracy of reps and warranties, no material adverse effect, and NYSE listing authorization) and a termination date if Closing has not occurred by Jan 7, 2027.

Why it may matter

• This Form 8-K reports Item 1.01 (entry into a material definitive agreement) describing the terms of IonQ’s agreement to acquire Elisity, and Item 7.01 (regulation FD disclosure) furnishing the press release announcing the signing. This filing does not show why the insider traded or why the company acted.