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8-KAccepted Oct 16, 5:00 PM ET

IonQ, Inc.: sells 20,500,000 shares and 129,500,000 warrants

IONQIonQ, Inc.

Accepted (ET)

5:00 PM

Oct 16, 2026

Filed

Oct 16, 2026

Documents

13

Size

1.3 MB

Summary

IonQ, Inc.: sells 20,500,000 shares and 129,500,000 warrants

Updated

What happened

  • The filing says that on Oct 14, 2026, IonQ, Inc. entered into an underwriting agreement with J.P. Morgan Securities LLC for the offer and sale of 20,500,000 shares of common stock, 29,500,000 pre-funded warrants and 100,000,000 Series C warrants. The offering closed on Oct 16, 2026. The Series C Warrants and Pre-Funded Warrants are exercisable immediately and expire seven years after issuance.

Key details

  • Each share of common stock was offered with two Series C Warrants and each pre-funded warrant was offered with two Series C Warrants at a combined price to the public of $40.00.
  • Pre-Funded Warrant exercise price: $0.0001 per share (nominal amount unpaid as of issuance). Series C Warrant exercise price: $69.46 per share.
  • Warrant agent: Continental Stock Transfer & Trust Company; certain adjustment and anti-dilution provisions apply for stock splits, dividends and similar events.
  • A holder cannot exercise warrants to beneficially own more than 4.99% of outstanding common stock (holder may elect up to 9.99% in accordance with the warrant agreements). The Series C Warrant Agreement includes protections for holders on a fundamental transaction and a cash purchase option based on Black Scholes value.

Why it may matter

  • Item reported: Item 8.01 (Other events). The filing describes the underwriting agreement, the securities issued (shares, pre-funded warrants and Series C Warrants), the related warrant agreements and basic exercise, adjustment and ownership-limit terms. A filing does not show why the insider traded or why the company acted.

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