UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2025 (
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 8.01 of this Current Report regarding the Stock Consideration (as defined below) is incorporated by reference into this Item 3.02. The issuance and sale of shares of IonQ, Inc. (the “Company”) common stock and stock options in connection with the Transaction (as defined below) was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended, and/or the private offering provision of Rule 506 of Regulation D promulgated thereunder.
| Item 8.01 | Other Events. |
On May 30, 2025, the Company completed its previously announced transaction (the “Transaction”) to acquire Lightsynq Technologies Inc. (“Lightsynq”). The aggregate consideration delivered at the closing of the Transaction consisted of 12,377,433 shares of the Company’s common stock (the “Stock Consideration”). A portion of the Stock Consideration, including certain stock options, is subject to vesting conditions based upon continued employment of certain recipients following closing of the Transaction. In connection with the closing of the Transaction and in connection with the issuance of the Stock Consideration, the Company and the sellers of Lightsynq shares (the “Sellers”) entered into a Registration Rights Agreement, dated May 30, 2025 (the “Registration Rights Agreement”), pursuant to which the Sellers will have certain registration rights relating to the Stock Consideration.
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 the Registration Rights Agreement, a copy of which is filed as Exhibit 4.1 hereto and is hereby incorporated into this report by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
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| 4.1 | Registration Rights Agreement, dated as of May 30, 2025, by and among IonQ, Inc. and the sellers of Lightsynq Technologies Inc. shares | |
| 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: June 2, 2025 | By: | /s/ Stacey Giamalis | ||||
| Stacey Giamalis Chief Legal Officer and Corporate Secretary | ||||||