IonQ Prices $2 Billion Stock and Warrant Sale at Premium to Prior Close

IonQ on October 14, 2026 announced the pricing of a $2.0 billion equity offering of common stock, pre-funded warrants and seven-year warrants, with the securities to be purchased from sole underwriter J.P. Morgan Securities LLC by an entity managed by Heights Capital Management, Inc.

The offering consists of 20,500,000 shares of IonQ’s common stock at $40.00 per share and pre-funded warrants to purchase 29,500,000 shares of common stock at $40.00 per pre-funded warrant. According to the company’s announcement, each price represents a premium of approximately 15% to IonQ’s closing stock price on October 13, 2026. The offering also includes Series C warrants to purchase 100,000,000 additional shares of common stock, exercisable at $69.46 per share, an exercise price IonQ stated represents a premium of 100% to the October 13, 2026 closing price.

The prospectus supplement filed with the Securities and Exchange Commission, dated October 14, 2026 under an effective shelf registration statement, Registration No. 333-285279, sets out the structure of the transaction. Each share of common stock is offered with two Series C warrants at a combined price of $40.00, and each pre-funded warrant is offered with two Series C warrants at the same combined price, with the shares, Series C warrants and pre-funded warrants issued separately and not as a unit. Each pre-funded warrant is exercisable for one share of common stock at a nominal exercise price of $0.0001 per share remaining unpaid as of the issuance date. The last reported sale price of IonQ common stock on the New York Stock Exchange on October 13, 2026 was $34.73 per share, and IonQ does not intend to list the warrants on any exchange.

Warrant Terms, Proceeds and Settlement

Both warrant series are exercisable immediately upon issuance and expire at 5:00 p.m. New York City time on October 16, 2033, seven years after their original issuance date. A holder may not exercise any portion of a warrant if, together with its affiliates, it would beneficially own in excess of 4.99% of IonQ’s outstanding common stock immediately after giving effect to the exercise. The warrants will be issued under individual warrant agreements with Continental Stock Transfer & Trust Company as warrant agent. In total, 129,500,000 shares of common stock are issuable upon exercise of the warrants and the pre-funded warrants.

The filing sets the aggregate public offering price at $1,999,997,050.00. Underwriting discounts total $10,000,000.00, equal to $0.20 per share and $0.20 per pre-funded warrant, with no underwriting compensation payable in connection with the Series C warrants. IonQ estimates net proceeds of approximately $1,988.5 million after deducting underwriting discounts and estimated offering expenses, and estimates total expenses excluding underwriting discounts at approximately $1.5 million. The company expects to deliver the shares and warrants in book-entry form through The Depository Trust Company on or about October 16, 2026, the second business day following the date of the prospectus supplement.

Under the underwriting agreement, J.P. Morgan Securities LLC is committed to purchase all of the shares, pre-funded warrants and Series C warrants offered if it purchases any of the securities. IonQ agreed not to offer, sell or file a registration statement covering common stock or securities convertible into common stock for 60 days after the date of the prospectus supplement without the underwriter’s written consent, subject to stated exceptions, and the company’s directors and executive officers entered into lock-up agreements covering a 30-day period.

Use of Proceeds and Financial Position

IonQ states in the filing that it intends to use the net proceeds, together with its existing cash, cash equivalents and marketable securities, for working capital and other general corporate purposes, and that it may use a portion of the proceeds to enter into strategic acquisitions and partnerships. Pending those uses, the company intends to invest the net proceeds in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

The company’s net tangible book value as of June 30, 2026 was approximately $374.7 million, or $0.98 per share. After giving effect to the offering and deducting underwriting discounts and estimated offering expenses, the filing states the as-adjusted net tangible book value would have been approximately $2,363.2 million, or $5.48 per share, representing an immediate increase of $4.50 per share to existing stockholders and immediate dilution of $34.52 per share to investors purchasing common stock in the offering at the public offering price. Shares of common stock outstanding totaled 408,907,678 as of October 13, 2026, and will total 429,407,678 after the offering, or 558,907,678 if the warrants are exercised in full.

The prospectus supplement reports losses from operations of $608.8 million and $236.3 million for the six months ended June 30, 2026 and 2025, respectively, and an accumulated deficit of $2,256.5 million as of June 30, 2026. IonQ states in the filing that it expects to continue to incur significant losses for the foreseeable future as it prioritizes reaching the technical milestones necessary for an increasingly higher number of stable qubits and higher levels of fidelity.

Chairman and CEO Niccolo de Masi said in the announcement, “This investment will accelerate the commercialization of our full-stack quantum platform and is a tremendous vote of confidence in the trailblazing innovation that has defined IonQ.” De Masi said the raise gives IonQ additional strategic flexibility and described the company as the best-capitalized pure-play quantum company. He cited IonQ’s advancement to Stage C of DARPA’s Quantum Benchmarking Initiative and the company’s NVIDIA partnership as votes of confidence in its near-term technology roadmap. “With Q-Day quickly approaching, we are investing to advance the long-term path to profitability of our full-stack quantum computing, networking, sensing and security platform,” he said.

Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to IonQ, Simpson Thacher & Bartlett LLP acted as legal counsel to J.P. Morgan and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to the investor.

The filing states that IonQ completed its acquisition of SkyWater Technology, Inc. (SKYT ), a U.S.-based semiconductor foundry, on July 31, 2026. It also states that on October 9, 2026 IonQ entered into a merger agreement to acquire Elisity, Inc., under which Elisity securityholders are to receive shares of IonQ common stock with an aggregate value of $1.15 billion, subject to certain adjustments, plus up to an additional $150 million in shares if certain revenue milestones are achieved through January 31, 2028, with IonQ also agreeing to grant $100 million in restricted stock units to continuing Elisity employees following the closing. That transaction remains subject to customary closing conditions, including receipt of certain regulatory approvals.

The prospectus supplement distinguishes the new Series C warrants from prior warrant issuances, identifying Series A warrants and pre-funded warrants issued on July 9, 2025, and Series B warrants and pre-funded warrants issued on October 14, 2025.