IONQ 8-K
IonQ, Inc. (IONQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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.
The information provided pursuant to Item 7.01 of this Form 8-K, including Exhibit 99.1 and Exhibit 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
10.1 |
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10.2 |
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99.1 |
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Press Release announcing the closing of the Skyloom Acquisition, dated January 28, 2026. |
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99.2 |
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Press Release announcing the upcoming closing of the Seed Acquisition, dated January 28, 2026. |
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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.
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IonQ, Inc. |
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Date: |
January 30, 2026 |
By: |
/s/ Paul T. Dacier |
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Paul T. Dacier |
Exhibit 10.1
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 26, 2026 by and between IonQ, Inc., a Delaware corporation (“Parent”) and Marcos Franceschini (the “Holder Representative”), in its capacity as the agent, representative and attorney-in-fact for and on behalf of the Holders under this Agreement who are being issued shares of Parent Common Stock pursuant to the Merger Agreement (as defined below).
RECITALS
WHEREAS, Parent, Saxophone Intermediary Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub 1”), Saxophone Acquisition Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub 2”), Skyloom Global Corp., a Delaware corporation (the “Company”), and the Holder Representative are parties to that certain Agreement and Plan of Merger, dated as of November 6, 2025 (as may be amended, restated or modified from time to time, the “Merger Agreement”), pursuant to which, subject to the terms and conditions thereof, (i) Merger Sub 1 will be merged with and into the Company, and (ii) immediately thereafter, the Company will be merged with and into Merger Sub 2, the separate corporate existence of the Company will cease, and Merger Sub 2 will continue as the surviving corporation (collectively, the “Mergers”).
WHEREAS, as a condition and inducement to the willingness of the Company to consummate the Mergers and the other transactions contemplated by the Merger Agreement, the Company has requested that Parent enter into this Agreement.
WHEREAS, in order to induce the Company to consummate the Mergers and the other transactions contemplated by the Merger Agreement, Parent is willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the covenants and other agreements of each party contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereto hereby agree as follows:
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.
PARENT:
IONQ, INC.
By: /s/ Tyler Rosenbaum
Name: Tyler Rosenbaum
Title: Assistant Secretary
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.
THE HOLDER REPRESENTATIVE:
MARCOS FRANCESCHINI
/s/ Marcos Franceschini
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Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 30, 2026 by and between IonQ, Inc., a Delaware corporation (“Buyer”) and Marlu Oswald, a natural person (the “Member Representative”), solely in her capacity as the agent, representative and attorney-in-fact for and on behalf of the Holders under this Agreement who are being issued shares of Buyer Common Stock pursuant to the Purchase Agreement (as defined below).
RECITALS
WHEREAS, pursuant to that certain Membership Interest Purchase Agreement, dated as of January 26, 2026 (as the same may be amended from time to time, the “Purchase Agreement”), by and among Buyer, Seed Innovations, LLC, a Colorado limited liability company (the “Company”), the “Members” party thereto, and the Member Representative, the Members have agreed to sell, and Buyer has agreed to purchase, all of the rights and interests attaching to the Membership Interests (as defined in the Purchase Agreement), on the terms and subject to the conditions set forth therein (the “Purchase”).
WHEREAS, as a condition and inducement to the willingness of the Company to consummate the Purchase and the other transactions contemplated by the Purchase Agreement, the Company and the Members have requested that Buyer enter into this Agreement.
WHEREAS, in order to induce the Company and Members to consummate the Purchase and the other transactions contemplated by the Purchase Agreement, Buyer is willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the covenants and other agreements of each party contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereto hereby agree as follows:
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
BUYER:
IONQ, INC.
By: /s Tyler T. Rosenbaum
Name: Tyler T. Rosenbaum
Title: Assistant Secretary
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
MEMBER REPRESENTATIVE:
Marlu Oswald, solely in her capacity as Member Representative
/s/ Marlu Oswald
Exhibit 99.1
IonQ Completes Acquisition of Skyloom, Expanding Quantum Networking and Secure Communications Capabilities
COLLEGE PARK, MD — January 28, 2026 — IonQ (NYSE: IONQ), the leading quantum company, today announced the completion of its acquisition of Skyloom Global Corp., a U.S.-based developer of lightwave-optics technology for secure, high-performance communications. The transaction, previously announced in November 2025, has now closed.
“Completing the Skyloom acquisition is another important step as we build the foundation for scalable quantum networking,” said Niccolo de Masi, IonQ’s Chairman and CEO. “Skyloom brings proven optical and communications expertise to complete our vision for distributed quantum entanglement and ultra-secure connectivity. We look forward to bringing our quantum platform solutions to their existing government, aerospace, and defense customers.”
The acquisition strengthens IonQ’s quantum networking roadmap by adding Skyloom’s deep expertise in free-space optical communications, photonic systems engineering, and secure data transmission. These capabilities are expected to accelerate IonQ’s work across quantum networking, quantum key distribution, and future quantum-enabled communications infrastructure.
Skyloom has developed advanced optical terminals and communication systems designed to deliver high-bandwidth, low-latency, and resilient connectivity. Its technologies have been applied across government, defense, and commercial use cases where security and performance are paramount.
Skyloom CEO Marc Eisenberg and its management team have stayed on to lead the business, aligned with IonQ’s technical roadmap, as well as prioritizing existing customers and driving new growth areas. IonQ expects the acquisition to support ongoing collaborations with government and industry partners while expanding the company’s ability to deliver end-to-end quantum networking solutions.
The Skyloom acquisition further advances IonQ’s strategy of combining quantum computing, quantum networking, quantum sensing, and quantum security technologies to address complex, real-world challenges across national security, enterprise, and scientific research. It also reinforces IonQ’s continued investment in building differentiated, full-stack quantum-secure communications platforms, following other recent acquisitions of Capella Space, Lightsynq, a super-majority stake in ID Quantique and Vector Atomic. With Skyloom, IonQ now owns all critical technology layers for distributed quantum entanglement and ultra-secure connectivity.
About IonQ
IonQ, Inc. [NYSE: IONQ] is the world’s leading quantum platform company delivering solutions for quantum computing, networking, sensing, and security. IonQ’s newest generation of quantum computers, the forthcoming IonQ Tempo, will be the latest in a line of cutting-edge
systems that have been helping customers and partners including Amazon Web Services, AstraZeneca, and NVIDIA achieve 20x performance results and accelerate innovation in drug discovery, materials science, financial modeling, logistics, cybersecurity, and defense. In 2025, the company achieved 99.99% two-qubit gate fidelity, setting a world record in quantum computing performance.
Headquartered in College Park, Maryland, IonQ has more than 1,300 employees at operations in California, Colorado, Massachusetts, Tennessee, Washington, Italy, South Korea, Sweden, Switzerland, Toronto, and the United Kingdom. Our quantum computing services are available through all major cloud providers, while we also meet the needs of networking and sensing customers across land, sea, air, and space. IonQ is making quantum platforms more accessible and impactful than ever before. Learn more at IonQ.com.
IonQ Forward-Looking Statements
This press release contains forward-looking statements. All statements contained in this press release other than statements of historical fact are forward-looking statements, including statements regarding the impact of Skyloom on IonQ’s existing businesses and relationships and the management of Skyloom following the closing. In some cases, you can identify these statements by forward-looking words such as “pending,” “look forward,” “accelerate,” “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “confident” and other similar expressions. These statements are only predictions based on our expectations and projections about future events as of the date of this press release and are subject to a number of risks, uncertainties and assumptions that may prove incorrect, any of which could cause actual results to differ materially from those expressed or implied by such statements, including, among others, those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission, or SEC, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025 filed with the SEC. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement we make. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as otherwise required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Contacts
IonQ Media contacts:
Cheryl Krauss
Tor Constantino
Exhibit 99.2
IonQ to Acquire AI-Software and Technology
R&D Specialist – Seed Innovations
Acquisition will integrate Seed’s machine learning and cloud architecture expertise into IonQ’s Quantum Infrastructure team to help optimize system performance and scale enterprise-ready solutions across IonQ’s QI platforms
COLLEGE PARK, MD – January 28, 2026 – IonQ (NYSE: IONQ), the world’s leading quantum platform company, today announced it has entered into a definitive agreement to acquire Seed Innovations, a Colorado-based software and technology R&D firm focused on delivering technology solutions and process improvements that address complex challenges facing government and commercial customers. The terms of the transaction were not disclosed.
The Seed Innovations team will join IonQ’s Quantum Infrastructure business and Seed Innovations founder Marlu Oswald will report to Frank Backes, President, IonQ Quantum Infrastructure.
At IonQ, Seed will deploy its expertise in machine learning (ML), advanced software architecture, and cloud migration to accelerate IonQ’s work in developing enterprise grade, AI-driven software layers that will be essential for managing and scaling complex quantum workloads.
Founded in 2013, Seed Innovations has established itself as a provider of full-lifecycle software development, legacy system upgrades, and R&D for the Department of War (DoW), the Intelligence Community, and the commercial sector.
“This acquisition expands IonQ’s software capabilities as we build the world’s only enterprise grade, full-stack quantum platform,” said Frank Backes, president Quantum Infrastructure, IonQ. “Seed Innovations’ expertise in machine learning and automated scaling architecture will be instrumental in optimizing performance across our quantum applications.”
Seed Innovations will focus on unlocking significant performance improvements for IonQ including:
The acquisition reflects IonQ’s commitment to building an enterprise quality, full-stack platform that includes quantum compute, quantum networking, quantum sensing, and quantum security. Seed Innovations joins a growing portfolio of strategic quantum acquisitions, including Skyloom, Vector Atomic, Capella Space, Oxford Ionics, ID Quantique, Lightsynq, and Qubitekk, as well as the recently announced agreement to acquire U.S. Semiconductor manufacturer SkyWater Technology.
IonQ expects this transaction to close on January 30, 2026.
About IonQ
IonQ, Inc. [NYSE: IONQ] is the world’s leading quantum platform company delivering solutions for quantum computing, networking, sensing, and security. IonQ’s newest generation of quantum computers, the forthcoming IonQ Tempo, will be the latest in a line of cutting-edge systems that have been helping customers and partners including Amazon Web Services, AstraZeneca, and NVIDIA achieve 20x performance results and accelerate innovation in drug discovery, materials science, financial modeling, logistics, cybersecurity, and defense. In 2025, the company achieved 99.99% two-qubit gate fidelity, setting a world record in quantum computing performance.
Headquartered in College Park, Maryland, IonQ has more than 1,300 employees at operations in California, Colorado, Massachusetts, Tennessee, Washington, Italy, South Korea, Sweden, Switzerland, Toronto, and the United Kingdom. Our quantum computing services are available through all major cloud providers, while we also meet the needs of networking and sensing customers across land, sea, air, and space. IonQ is making quantum platforms more accessible and impactful than ever before. Learn more at IonQ.com.
About Seed Innovations
Seed Innovations LLC is a Colorado-based Women Owned Small Business (WOSB) specializing in full lifecycle software development, cloud migration, and technology research and development (R&D). Experts in machine learning, software architecture, and cloud, Seed’s staff of software architects, software developers, Site Reliability Engineers (SREs), and Doctorates in machine learning allow Seed to develop innovative solutions to complex technical challenges. Seed develops, implements, and executes technical solutions at scale for clients in the DoW, federal and commercial spaces. Seed Innovations holds certifications in technical areas including Scaled Agile Framework, SCRUM, Security Plus, AWS, and Project Management.
IonQ Forward-Looking Statements
This press release contains forward-looking statements. All statements contained in this press release other than statements of historical fact are forward-looking statements, including statements regarding the expected timing of closing of the transaction, the focus of Seed Innovations following the closing and its impact on and integration into our business. In some cases, you can identify these statements by forward-looking words such as “pending,” “look forward,” “accelerate,” “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “confident” and other similar expressions. These statements are only predictions based on our expectations and projections
about future events as of the date of this press release and are subject to a number of risks, uncertainties and assumptions that may prove incorrect, any of which could cause actual results to differ materially from those expressed or implied by such statements, including, among others, those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission, or SEC, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025 filed with the SEC. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement we make. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as otherwise required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise
Contacts
IonQ Media contacts:
Cheryl Krauss
Tor Constantino
IonQ Investor Contact: