IonQ, Inc 8-K, filed Nov 5, 2026
IonQ, Inc. (IONQ)
About this 8-K
IonQ, Inc filed this 8-K on November 5, 2026, reporting on events of November 3, 2026.
IonQ completed its acquisition of Elisity, issuing 32,233,274 common shares plus up to 4,265,934 earn-out shares tied to financial metrics through January 2028. Third-quarter revenue reached $173.8 million, and full-year 2026 revenue guidance increased to $505 to $515 million. AI summary
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 2.02: Financial results
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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
Date of Report (Date of earliest event reported): |
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 2.01 Completion of Acquisition or Disposition of Assets.
On November 3, 2026, IonQ, Inc. (the “Company”) completed its previously announced acquisition (the “Acquisition”) of all of the issued and outstanding shares of common stock of Elisity, Inc., a Delaware corporation (“Elisity”), pursuant to the terms of the Agreement and Plan of Merger, dated as of October 9, 2026, by and among the Company, Elisity, Espresso Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Fortis Advisors LLC, solely in its capacity as the representative of the securityholders (the “Holder Representative”). The consideration (the “Closing Consideration”) delivered in connection with the closing of the Acquisition consists of 32,233,274 shares of the Company’s common stock, par value $0.0001 per share (each, a “Share”). In addition to the Closing Consideration, Elisity’s securityholders will be eligible to receive up to 4,265,934 Shares in earn-out consideration, depending on the achievement of financial metrics through January 2028, which, together with the Closing Consideration, constitutes the merger consideration of up to 36,499,208 Shares (the “Merger Consideration”).
In connection with the closing of the Acquisition and the issuance of the Merger Consideration, the Company and the Holder Representative entered into a Registration Rights Agreement, dated as of November 3, 2026 (the “Registration Rights Agreement”), pursuant to which recipients of the Closing Consideration have certain registration rights with respect thereto.
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 herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2026, the Company issued a press release announcing its financial results for the second quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 2.01 of this Current Report on Form 8-K related to the Closing Consideration is incorporated herein by reference. The Shares were issued pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), including those provided by Section 4(a)(2) of the Securities Act and Regulation D and Regulation S promulgated under the Securities Act.
Item 7.01 Regulation FD Disclosure.
On November 4, 2026, the Company issued a press release announcing the closing of the 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 Current Report on Form 8-K, including Exhibit 99.1 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.
Exhibit |
Description |
10.1 |
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99.1 |
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99.2 |
Press Release announcing the closing of the Acquisition, dated November 4, 2026. |
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.
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IonQ, Inc. |
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Date: |
November 5, 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 November 3, 2026 by and between IonQ, Inc., a Delaware corporation (“Parent”), and Fortis Advisors LLC, a Delaware limited liability company (the “Holder Representative”), solely 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). Notwithstanding anything in this Agreement to the contrary, all duties of the Holders herein shall be personal to such Holders and are not the responsibility of the Holder Representative, and the Holder Representative shall have no duties hereunder that are not expressly given to it by this Agreement.
RECITALS
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of October 9, 2026 (as the same may be amended from time to time, the “Merger Agreement”), by and among Parent, Espresso Acquisition Sub, Inc., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), Elisity, Inc., a Delaware corporation (the “Company”), and the Holder Representative, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease, and the Company will continue as the surviving corporation, on the terms and subject to the conditions set forth therein (the “Merger”).
WHEREAS, as a condition and inducement to the willingness of the Company to consummate the Merger 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 and the Securityholders to consummate the Merger 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 hereto have executed this Agreement as of the date first above written.
PARENT:
IONQ, INC.
By: /s/ Tyler Rosenbaum
Name: Tyler Rosenbaum
Title: Authorized Signatory
[Signature Page to Registration Rights Agreement]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
HOLDER REPRESENTATIVE:
FORTIS ADVISORS LLC
By: /s/ Ryan Simkin
Name: Ryan Simkin
Title: Managing Director
[Signature Page to Registration Rights Agreement]
Exhibit 99.1
IonQ Announces Record 3Q26 Revenues and Raises FY2026 Guidance to $505 - $515 Million as Backlog Grows to $1.2 Billion
Revenue, GAAP EPS and Adjusted EPS All Exceed Consensus Estimates*
*Adjusted EPS is a non-GAAP financial measure defined under “Non-GAAP Financial Measures,” below, and is reconciled to GAAP EPS, the closest comparable GAAP measure at the end of this release.
COLLEGE PARK, Md. – November 5, 2026 – IonQ (NYSE: IONQ), the world’s leading full-stack quantum platform and foundry, today announced financial results for the quarter ended September 30, 2026.
“I am pleased to report that IonQ delivered its sixth consecutive quarter of record results and the strongest quarter in our company’s history,” said Niccolo de Masi, Chairman and CEO. “Third quarter revenue of $173.8 million reflects increasing demand for our quantum technologies and the benefits of our vertically integrated quantum manufacturing capabilities through SkyWater.”
de Masi continued, “Recent developments have provided meaningful validation of our technology and commercial strategy. We are deeply proud that IonQ is the only trapped-ion company to advance to DARPA Stage C. This final stage of DARPA’s Quantum Benchmarking Initiative includes a potential program value of up to $300 million. In addition, NVIDIA will deploy a Superion 256 system as the first on-premise quantum computer at its Accelerated Quantum Research Center – connected directly to its AI supercomputing infrastructure. Both decisions underscore IonQ’s relentless focus on leading the industry with deployable quantum computers – built for data centers and designed to work with classical computing.”
de Masi concluded, “IonQ is building the quantum ecosystem as the first vertically integrated quantum technology company that spans computing, networking, sensing, and security. At SkyWater, we were pleased to welcome Qolab, founded by Nobel Prize winner John Martinis, as a new quantum customer. We also extended our multi-year collaboration with D-Wave and launched our OnRamp Foundry Initiative to accelerate quantum startups from laboratory prototype to commercial manufacturing.”
“One of our customers’ most urgent needs today is cybersecurity that protects them now and keeps them protected as post-quantum standards evolve. Our acquisition of Elisity extends our strategy to meet that need, adding Zero
Trust technology that is both a perfect complement and accelerant to our PQC and QKD solutions. We are focused on integrating and leveraging IonQ’s differentiated solutions to drive durable growth and long-term profitability.”
Third Quarter and Recent Commercial Highlights
IonQ Platform
SkyWater Foundry Services
“I am thrilled that we continued our growth trajectory in the third quarter, with revenue up 336% year-on-year. Major drivers included global deployments of our IonQ Tempo quantum computers, deliveries of our quantum sensing and space-based solutions, and closing on our acquisition of SkyWater, which had a very strong quarter of its own,” said Inder Singh, COO and CFO. “Our Remaining Performance Obligations more than doubled to $1.2 billion, even as we converted our backlog into record third quarter revenues. This was an especially strong quarter in quantum computing, which represented approximately two-thirds of new contract dollars signed by our IonQ Platform segment, driven by Superion 256 demand. We are pleased to raise our full-year 2026 revenue guidance to an industry record of more than half a billion dollars.”
Singh continued, “IonQ’s strong balance sheet, including $3.7 billion in cash and equivalents pro forma with our recent equity offering, gives us incredible financial firepower to continue investing in our technology, manufacturing infrastructure, and commercial capabilities as we scale the business and capitalize on the growing demand for quantum solutions.”
Third Quarter Financial Highlights
*Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures defined under “Non-GAAP Financial Measures,” below, and are reconciled to net income (loss) and GAAP EPS, the closest comparable GAAP measures, respectively, at the end of this release.
2026 Financial Guidance
Third Quarter 2026 Conference Call
IonQ will host a conference call at 4:30 PM Eastern time today to discuss its results for the third quarter ended September 30, 2026 and to provide a business update. The call will be accessible by telephone at 1-888-349-0106 (domestic) or 1-412-902-0131 (international) with access code 7647193. The call will also be available live via webcast on the company’s website here, or directly here. A replay of the conference call will be available approximately three hours after its conclusion at 1-855-669-9658 (domestic) or 1-412-317-0088 (international) with access code 7647193 and will be available until 11:59 PM Eastern Time, November 19, 2026. An archive of the webcast will also be available here shortly after the call and will be available for one year.
Upcoming Q4 2026 Conference Participation
Non-GAAP Financial Measures
To supplement IonQ’s condensed consolidated financial statements presented in accordance with GAAP, IonQ uses non-GAAP measures of certain components of financial performance. Adjusted EBITDA and Adjusted EPS are financial measures that are not required by or presented in accordance with GAAP. Management believes that these measures provide investors additional meaningful methods to evaluate certain aspects of the Company’s results period over period.
Adjusted EBITDA is defined as net income (loss) attributable to IonQ, Inc. before net income (loss) attributable to noncontrolling interests, interest income, interest expense, income tax (benefit) expense, depreciation and amortization, stock-based compensation, executive cash-based severance, changes in fair value from recurring fair value measurements (such as warrant liabilities, contingent consideration, and investments), offering costs associated with warrants, acquisition transaction and integration costs, and non-cash legal settlements and related costs. Adjusted EPS is defined as net income (loss) per share attributable to IonQ, or EPS, excluding the impact of stock-based compensation, executive cash-based severance, changes in fair value from recurring fair value measurements (such as of warrant liabilities, contingent consideration, and investments), offering costs associated with warrants, acquisition transaction and integration costs, and non-cash legal settlements and related costs. IonQ uses Adjusted EBITDA and Adjusted EPS to measure the operating performance of its business, excluding
specifically identified items that it does not believe directly reflect its core operations and that may not be indicative of recurring operations.
The presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the financial results prepared in accordance with GAAP, and IonQ’s non-GAAP measures may be different from non-GAAP measures used by other companies. IonQ shows a reconciliation of its non-GAAP measures to the most directly comparable GAAP measures at the end of this release.
Quantum Computing and Commercial Revenue
Quantum computing revenue includes sales of our quantum computing systems and hardware, related maintenance, training, and support, consulting services, including those related to applications development, and revenue from providing access to our quantum computers through quantum-computing-as-a-service (QCaaS). Commercial revenue includes all enterprise agreements with non-U.S. government customers, including agreements with leading universities.
Remaining Performance Obligations
Remaining performance obligations (RPOs) represent the total transaction price from signed contracts that has been allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period. This includes both funded (firm orders for which funding has been authorized and appropriated) and unfunded (firm orders for which funding has not yet been appropriated) portions of the contract. Unexercised contract options are not included in remaining performance obligations until the time the option is exercised. We have conformed SkyWater’s RPO presentation with the existing IonQ policy. This policy incorporates all contracts, including those with expected durations of less than one year.
About IonQ
IonQ, Inc. [NYSE: IONQ] is the world’s leading full-stack quantum platform and foundry - delivering integrated quantum solutions across computing, networking, sensing, and security. IonQ’s newest generation of quantum computers, the Superion, is the latest in a line of cutting-edge systems. Earlier systems have helped customers and partners including Amazon Web Services and AstraZeneca 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 operations across North America, Latin America, EMEA, and APAC. Our quantum computing services have been available through all major cloud providers since 2021, 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.
Note to Investors Regarding 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 our guidance and market consensus as to future results, our future product deliveries and contract performance, our OnRamp Foundry Initiative, future demand for our technologies, Elisity’s technological capabilities and leadership, the growing demand for quantum solutions and our ability to continue investing in our technology, manufacturing infrastructure and commercial capabilities and to scale the business. In some cases, you can identify these statements by forward-looking words such as “planned,” “accelerate,” “expect,” “believe,” “outlook,” “project,” “could,” “can,” “may,” “will,” “guidance,” “expectations,” 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, 2025 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the Securities and Exchange
Commission. 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.
IonQ, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
(in thousands, except share and per share data)
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Three Months Ended |
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Nine Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue |
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$ |
173,831 |
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$ |
39,866 |
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$ |
318,549 |
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$ |
68,126 |
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Costs and expenses: |
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Cost of revenue (excluding depreciation and amortization) |
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135,804 |
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21,253 |
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245,168 |
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33,895 |
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Research and development |
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141,670 |
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66,298 |
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428,037 |
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209,610 |
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Sales and marketing |
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48,526 |
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14,441 |
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110,857 |
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33,928 |
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General and administrative |
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153,264 |
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82,505 |
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359,454 |
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154,418 |
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Depreciation and amortization |
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127,642 |
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24,182 |
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216,858 |
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41,359 |
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Total operating costs and expenses |
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606,906 |
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208,679 |
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1,360,374 |
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473,210 |
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Loss from operations |
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(433,075 |
) |
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(168,813 |
) |
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(1,041,825 |
) |
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(405,084 |
) |
Gain (loss) on change in fair value of warrant liabilities |
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896,156 |
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(881,847 |
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304,669 |
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(882,930 |
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Interest income, net |
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19,844 |
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14,437 |
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80,057 |
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26,469 |
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Interest expense |
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(2,315 |
) |
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— |
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(2,315 |
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— |
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Offering costs associated with warrants |
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— |
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(22,847 |
) |
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— |
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(22,847 |
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Other income (expense), net |
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(59,198 |
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(980 |
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4,387 |
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(697 |
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Income (loss) before income tax benefit (expense) |
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421,412 |
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(1,060,050 |
) |
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(655,027 |
) |
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(1,285,089 |
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Income tax benefit (expense) |
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141,702 |
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4,438 |
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154,151 |
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19,695 |
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Net income (loss) |
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$ |
563,114 |
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$ |
(1,055,612 |
) |
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$ |
(500,876 |
) |
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$ |
(1,265,394 |
) |
Net income (loss) attributable to noncontrolling interests |
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(843 |
) |
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(657 |
) |
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(2,451 |
) |
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(1,349 |
) |
Net income (loss) attributable to IonQ, Inc. |
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$ |
563,957 |
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$ |
(1,054,955 |
) |
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$ |
(498,425 |
) |
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$ |
(1,264,045 |
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Net income (loss) per share attributable to IonQ, Inc. |
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Basic |
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$ |
1.42 |
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$ |
(3.58 |
) |
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$ |
(1.34 |
) |
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$ |
(4.89 |
) |
Diluted |
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$ |
1.35 |
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$ |
(3.58 |
) |
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$ |
(1.34 |
) |
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$ |
(4.89 |
) |
Weighted average shares used in computing net income |
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Basic |
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388,585,082 |
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294,524,786 |
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371,798,334 |
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258,324,714 |
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Diluted |
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400,865,291 |
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294,524,786 |
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371,798,334 |
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258,324,714 |
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IonQ, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands)
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September 30, |
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December 31, |
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2026 |
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2025 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
209,454 |
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$ |
1,030,865 |
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Short-term investments |
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788,458 |
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1,361,291 |
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Accounts receivable, net |
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165,076 |
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66,532 |
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Contract assets, net |
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57,230 |
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— |
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Prepaid expenses and other current assets |
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317,919 |
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127,751 |
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Total current assets |
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1,538,137 |
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2,586,439 |
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Long-term investments |
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664,482 |
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944,643 |
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Property and equipment, net |
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859,423 |
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120,145 |
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Intangible assets, net |
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1,145,061 |
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|
767,432 |
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Goodwill |
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3,222,103 |
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1,963,584 |
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Other noncurrent assets |
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423,746 |
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|
188,115 |
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Total Assets |
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$ |
7,852,952 |
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$ |
6,570,358 |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
69,581 |
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$ |
26,138 |
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Accrued expenses and other current liabilities |
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175,268 |
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|
98,571 |
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Current portion of long-term debt |
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8,849 |
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— |
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Contract liabilities |
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109,291 |
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|
42,116 |
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Total current liabilities |
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362,989 |
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166,825 |
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Long-term debt, net of current portion |
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56,761 |
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— |
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Contract liabilities, net of current portion |
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132,519 |
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|
1,921 |
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Warrant liabilities |
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2,124,224 |
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2,471,577 |
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Other noncurrent liabilities |
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152,020 |
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|
116,343 |
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Total liabilities |
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$ |
2,828,513 |
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$ |
2,756,666 |
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Stockholders’ Equity: |
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Common stock |
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$ |
41 |
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$ |
36 |
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Additional paid-in capital |
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6,750,217 |
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5,006,250 |
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Accumulated deficit |
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(1,692,523 |
) |
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(1,194,098 |
) |
Accumulated other comprehensive income (loss) |
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(67,362 |
) |
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(12,671 |
) |
Total IonQ, Inc. stockholders’ equity |
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$ |
4,990,373 |
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$ |
3,799,517 |
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Noncontrolling interests |
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34,066 |
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14,175 |
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Total stockholders’ equity |
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5,024,439 |
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|
3,813,692 |
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Total Liabilities and Stockholders’ Equity |
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$ |
7,852,952 |
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$ |
6,570,358 |
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IonQ, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
|
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Nine Months Ended |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
(500,876 |
) |
|
$ |
(1,265,394 |
) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
216,858 |
|
|
|
41,359 |
|
Stock-based compensation |
|
|
417,268 |
|
|
|
205,366 |
|
(Gain) loss on change in fair value of warrant liabilities |
|
|
(304,669 |
) |
|
|
882,930 |
|
Deferred income taxes |
|
|
(154,797 |
) |
|
|
(19,885 |
) |
(Gain) loss on change in fair value of contingent consideration |
|
|
(23,277 |
) |
|
|
288 |
|
(Gain) loss on change in fair value of strategic investments |
|
|
(5,597 |
) |
|
|
(136 |
) |
Other, net |
|
|
10,783 |
|
|
|
(447 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
(18,469 |
) |
|
|
(15,849 |
) |
Contract assets |
|
|
(32,018 |
) |
|
|
— |
|
Prepaid expenses and other current assets |
|
|
(141,537 |
) |
|
|
(42,572 |
) |
Accounts payable |
|
|
6,114 |
|
|
|
(17,413 |
) |
Accrued expenses and other current liabilities |
|
|
(47,398 |
) |
|
|
27,777 |
|
Contract liabilities |
|
|
15,098 |
|
|
|
268 |
|
Other assets and liabilities |
|
|
(7,801 |
) |
|
|
(4,969 |
) |
Net cash provided by (used in) operating activities |
|
$ |
(570,318 |
) |
|
$ |
(208,677 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(34,924 |
) |
|
|
(7,628 |
) |
Purchases of available-for-sale securities |
|
|
(588,328 |
) |
|
|
(1,252,367 |
) |
Maturities of available-for-sale securities |
|
|
1,099,900 |
|
|
|
407,730 |
|
Sales of available-for-sale securities |
|
|
326,974 |
|
|
|
— |
|
Purchases of strategic investments |
|
|
(150,500 |
) |
|
|
— |
|
Businesses acquired, net of cash paid and acquired |
|
|
(926,230 |
) |
|
|
(13,100 |
) |
Other investing, net |
|
|
(3,962 |
) |
|
|
(8,267 |
) |
Net cash provided by (used in) investing activities |
|
$ |
(277,070 |
) |
|
$ |
(873,632 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from common stock and warrant issuance, net of issuance costs |
|
|
— |
|
|
|
1,358,254 |
|
Proceeds from stock options exercised |
|
|
17,645 |
|
|
|
11,468 |
|
Proceeds from warrants exercised |
|
|
8,707 |
|
|
|
6,708 |
|
Principal payments on long-term debt |
|
|
(1,704 |
) |
|
|
— |
|
Other financing, net |
|
|
3,693 |
|
|
|
986 |
|
Net cash provided by (used in) financing activities |
|
$ |
28,341 |
|
|
$ |
1,377,416 |
|
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash |
|
|
(1,693 |
) |
|
|
375 |
|
Net change in cash, cash equivalents and restricted cash |
|
|
(820,740 |
) |
|
|
295,482 |
|
Cash, cash equivalents and restricted cash at the beginning of the period |
|
|
1,037,748 |
|
|
|
56,840 |
|
Cash, cash equivalents and restricted cash at the end of the period |
|
$ |
217,008 |
|
|
$ |
352,322 |
|
IonQ, Inc.
Reconciliation of Non-GAAP Financial Measures
(unaudited)
(in thousands, except per share data)
Net Income (Loss) to Adjusted EBITDA
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income (loss) attributable to IonQ, Inc. |
|
$ |
563,957 |
|
|
$ |
(1,054,955 |
) |
|
$ |
(498,425 |
) |
|
$ |
(1,264,045 |
) |
Net income (loss) attributable to noncontrolling interests |
|
|
(843 |
) |
|
|
(657 |
) |
|
|
(2,451 |
) |
|
|
(1,349 |
) |
Interest income, net |
|
|
(19,844 |
) |
|
|
(14,437 |
) |
|
|
(80,057 |
) |
|
|
(26,469 |
) |
Interest expense |
|
|
2,315 |
|
|
|
— |
|
|
|
2,315 |
|
|
|
— |
|
Income tax (benefit) expense |
|
|
(141,702 |
) |
|
|
(4,438 |
) |
|
|
(154,151 |
) |
|
|
(19,695 |
) |
Depreciation and amortization |
|
|
127,642 |
|
|
|
24,182 |
|
|
|
216,858 |
|
|
|
41,359 |
|
Stock-based compensation |
|
|
146,906 |
|
|
|
72,945 |
|
|
|
417,268 |
|
|
|
205,366 |
|
Executive cash-based severance |
|
|
2,582 |
|
|
|
7,392 |
|
|
|
5,188 |
|
|
|
7,392 |
|
(Gain) loss on changes in fair value measurements |
|
|
(857,178 |
) |
|
|
881,847 |
|
|
|
(333,542 |
) |
|
|
882,930 |
|
Offering costs associated with warrants |
|
|
— |
|
|
|
22,847 |
|
|
|
— |
|
|
|
22,847 |
|
Acquisition transaction and integration costs |
|
|
42,732 |
|
|
|
16,363 |
|
|
|
70,838 |
|
|
|
32,303 |
|
Non-cash legal settlements and related costs |
|
|
(175 |
) |
|
|
— |
|
|
|
5,525 |
|
|
|
— |
|
Adjusted EBITDA(1) |
|
$ |
(133,608 |
) |
|
$ |
(48,911 |
) |
|
$ |
(350,634 |
) |
|
$ |
(119,361 |
) |
(1) During the three and nine months ended September 30, 2026, Adjusted EBITDA includes $23.7 million and $60.2 million, respectively, in research and development costs related to our commercial relationship with SkyWater.
Net Income (Loss) per Share to Adjusted EPS
|
|
Three Months Ended |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Amount |
|
|
Per Share |
|
|
Amount |
|
|
Per Share |
|
||||
Net income (loss) per share attributable to IonQ, Inc. |
|
|
|
|
$ |
1.42 |
|
|
|
|
|
$ |
(3.58 |
) |
||
Stock-based compensation |
|
$ |
146,906 |
|
|
|
0.38 |
|
|
$ |
72,945 |
|
|
|
0.25 |
|
Executive cash-based severance |
|
|
2,582 |
|
|
|
0.01 |
|
|
|
7,392 |
|
|
|
0.03 |
|
(Gain) loss on changes in fair value measurements |
|
|
(857,178 |
) |
|
|
(2.21 |
) |
|
|
881,847 |
|
|
|
2.99 |
|
Offering costs associated with warrants |
|
|
— |
|
|
|
— |
|
|
|
22,847 |
|
|
|
0.08 |
|
Acquisition transaction and integration costs |
|
|
42,732 |
|
|
|
0.11 |
|
|
|
16,363 |
|
|
|
0.06 |
|
Non-cash legal settlements and related costs |
|
|
(175 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Adjusted EPS |
|
|
|
|
$ |
(0.29 |
) |
|
|
|
|
$ |
(0.17 |
) |
||
|
|
Nine Months Ended |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Amount |
|
|
Per Share |
|
|
Amount |
|
|
Per Share |
|
||||
Net income (loss) per share attributable to IonQ, Inc. |
|
|
|
|
$ |
(1.34 |
) |
|
|
|
|
$ |
(4.89 |
) |
||
Stock-based compensation |
|
$ |
417,268 |
|
|
|
1.12 |
|
|
$ |
205,366 |
|
|
|
0.79 |
|
Executive cash-based severance |
|
|
5,188 |
|
|
|
0.01 |
|
|
|
7,392 |
|
|
|
0.03 |
|
(Gain) loss on changes in fair value measurements |
|
|
(333,542 |
) |
|
|
(0.90 |
) |
|
|
882,930 |
|
|
|
3.42 |
|
Offering costs associated with warrants |
|
|
— |
|
|
|
— |
|
|
|
22,847 |
|
|
|
0.09 |
|
Acquisition transaction and integration costs |
|
|
70,838 |
|
|
|
0.19 |
|
|
|
32,303 |
|
|
|
0.13 |
|
Non-cash legal settlements and related costs |
|
|
5,525 |
|
|
|
0.01 |
|
|
|
— |
|
|
|
— |
|
Adjusted EPS |
|
|
|
|
$ |
(0.91 |
) |
|
|
|
|
$ |
(0.43 |
) |
||
Contacts
IonQ Media Contact:
media@ionq.co
IonQ Investor Contact:
investors@ionq.co
Exhibit 99.2
IonQ Completes Acquisition of Elisity, Extending Quantum Security for Enterprises and Government
College Park, Md. - Nov. 4, 2026 - IonQ (NYSE: IONQ), the world's leading full-stack quantum platform and foundry, today completed its acquisition of Elisity, Inc., a Zero Trust security company, in an all-stock transaction. The combination extends IonQ’s quantum security strategy, adding Zero Trust technology that complements IonQ's post-quantum cryptography (PQC) and quantum key distribution (QKD) capabilities. These combined enhancements are intended to protect customers today, and keep them protected as post-quantum standards evolve.
"With the acquisition complete, IonQ now brings together post-quantum cryptography, quantum key distribution, and Zero Trust security in a single platform for the organizations that depend on it most," said Niccolo de Masi, Chairman and Chief Executive Officer of IonQ. "Enterprise and government organizations will now be able to draw on one security architecture to contain attacks operating at machine speed today, and protect sensitive information against future quantum threats. I'm glad to welcome James and the Elisity team to IonQ."
Elisity helps customers discover connected assets, understand network risks and enforce identity-based Zero Trust policies across their environments. With those insights, customers can prioritize where to deploy IonQ’s PQC and QKD solutions as they protect data against “Harvest Now, Decrypt Later” attacks and prepare for the next era of quantum threats.
“Joining IonQ gives our team the resources and scale to serve customers with the same focus we’ve always had,” said James Winebrenner, Chief Executive Officer of Elisity. “Our global customers depend on us to protect their networks every day. Building on what we’ve learned across more than 100 deployments, we’ll extend the Elisity platform customers already use to help them prepare for post-quantum cryptography.”
Elisity's customers will continue to be supported by the same teams and platform they rely on today, and existing deployments and their identity policies will carry forward.
At closing, IonQ issued $1.15 billion of consideration in common stock under the terms of the merger agreement. The sellers may earn up to an additional $150 million in consideration based on Elisity’s performance against revenue milestones through January 2028.
About IonQ
IonQ, Inc. [NYSE: IONQ] is the world’s leading quantum platform and foundry - delivering integrated quantum solutions across computing, networking, sensing, and security. IonQ’s newest generation of quantum computers, the Superion, is the latest in a line of cutting-edge systems. Earlier systems have helped customers and partners including Amazon Web Services, AstraZeneca, and NVIDIA achieve a 20x performance increase over previous quantum solutions 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 operations across North America, Latin America, EMEA, and APAC. Our quantum computing services have been available through all major cloud providers since 2021, 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 Elisity
Elisity helps enterprises advance Zero Trust security for users, devices, workloads, AI agents, and other non-human identities. Elisity IdentityGraph correlates identity, asset, and risk information from native and partner sources to inform access decisions. Elisity's software policy layer uses the network to enforce access rules independently of the underlying network technology. Founded in 2019, Elisity has a global employee footprint and a growing number of customers in the Fortune 500. Learn more at elisity.com.
Note to Investors Regarding 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 benefits of the acquisition, the combined company's products, customers, and markets, and the integration of Elisity. In some cases, you can identify these statements by forward-looking words such as "anticipate," "expect," "intend," "plan," "believe," "will," "position," "ensure," "ongoing," and other similar expressions. These statements are only predictions based on current expectations and projections and are subject to risks, uncertainties, and assumptions that may prove incorrect, any of which could cause actual results to differ materially from those expressed or implied. These include, among others, the retention of customers, partners, and employees of Elisity, the integration of the acquired business, the realization of anticipated benefits, and those described under the heading "Risk Factors" in IonQ's Annual Report on Form 10-K for the year ended December 31, 2025, filed
with the Securities and Exchange Commission (SEC), and in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC. New risks emerge from time to time, and it is not possible for management to predict all risks. Investors are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Except as otherwise required by law, IonQ undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.
Contacts
IonQ Investor Contact:
investors@ionq.co
IonQ Media Contact:
media@ionq.co
Elisity Media Contact:
Danielle Ostrovsky, ostrovsky@hi-touchpr.com