On July 7, 2025, IonQ, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC as the sole underwriter, providing for the offer and sale of (i) 14,165,708 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a price to the public of $55.4900 per share, (ii) 3,855,557 pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 3,855,557 shares of Common Stock at a price to the public of $55.4900 less the Pre-Funded Warrant Exercise Price (as defined below) and (iii) 36,042,530 warrants (the “Series A Warrants” and, together with the Pre-Funded Warrants, the “Warrants”) to purchase 36,042,530 shares of Common Stock at no additional consideration.
The Series A Warrants are being issued pursuant to a Warrant Agreement, dated July 9, 2025 (the “Series A Warrant Agreement”), between the Company and Continental Stock Transfer & Trust Company, as warrant agent. The Pre-Funded Warrants are being issued pursuant to a Pre-Funded Warrant Agreement, dated July 9, 2025 (the “Pre-Funded Warrant Agreement” and together with the Series A Warrant Agreement, the “Warrant Agreements”), between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
The Warrants are exercisable immediately upon issuance and from time to time thereafter through and including the seven-year anniversary of the initial issuance date (the “Expiration Date”). Each Pre-Funded Warrant is exercisable at an exercise price of $0.0001 per share (the “Pre-Funded Warrant Exercise Price”), and each Series A Warrant is exercisable at an exercise price of $99.88 per share (the “Series A Warrant Exercise Price”).
The Series A Warrant Exercise Price and the number of shares of Common Stock issuable upon exercise of the Series A Warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the shares of Common Stock, as well as upon any distribution of assets, including cash, stock or other property, to holders of the Common Stock.
The Pre-Funded Warrant Exercise Price and the number of shares of Common Stock issuable upon exercise of the Pre-funded Warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the shares of Common Stock, provided that the Pre-Funded Warrant Exercise Price will not be adjusted below the par value per share of the Common Stock. The holders of Pre-Funded Warrants have the right to participate on an as-exercised basis in certain distributions to the holders of Common Stock.
A holder will not have the right to exercise any portion of the Warrants if the holder (together with its Attribution Parties (as defined therein)) would beneficially own in excess of 4.99% (which amount may be increased (not in excess of 9.99%) or decreased by the holder from time to time pursuant to and in accordance with the Warrant Agreements) of the total number of issued and outstanding shares of Common Stock immediately after giving effect to such exercise.
Under the Series A Warrant Agreement, upon consummation of each Fundamental Transaction (as defined in the Series A Warrant Agreement), the holder would be entitled to receive shares of common stock (or its equivalent) of the Successor Entity (as defined in the Series A Warrant Agreement) or such other securities, cash, assets or other property, as applicable, which the holder would have been entitled to receive upon the happening of such Fundamental Transaction had a Series A Warrant been exercised immediately prior to such Fundamental Transaction (without regard to any limitations on the exercise of a Series A Warrant), as adjusted in accordance with the provisions of the Series A Warrant Agreement. Notwithstanding the foregoing, at the request of a holder, the Series A Warrant Agreement provides that the Company or the Successor Entity (as the case may be) shall purchase the Series A Warrants from the holder on the date of such request by paying to the holder cash in an amount equal to the Black Scholes Value (as defined in the Series A Warrant Agreement), provided that, no such payment shall be required prior to consummation of the applicable Fundamental Transaction.
