IonQ Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Regulation FD Disclosure, Other Events, 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

IonQ, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 2.02 Results of Operations and Financial Condition.

On February 26, 2025, IonQ, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2024. 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.

The information provided in Item 2.02 of this 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 of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

On February 24, 2025, the Board of Directors (the “Board”) of the Company increased the size of the Board from eight to nine directors and, following the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Gabrielle Toledano to serve as a member of the Board, effective on February 24, 2025. Ms. Toledano was appointed as a Class III director whose term will expire at the Company’s 2027 Annual Meeting of Stockholders. The Board has determined that Ms. Toledano is “independent” pursuant to the rules of The New York Stock Exchange (“NYSE”) and other governing laws and applicable regulations.

Since 2020, Ms. Toledano has served as the Chief Operating Officer at Keystone Strategy, a global technology and advisory firm. Prior to Keystone, Ms. Toledano was Executive in Residence for Comcast Ventures in 2019 and Chief People Officer at Tesla from 2017 to 2018. Ms. Toledano served as Chief Talent Officer at Electronic Arts from 2006 to 2017 and Chief Human Resources Officer for Siebel Systems from 2002 to 2006. From 1991 to 2002, Ms. Toledano served in human resources leadership positions with Microsoft and Oracle. Ms. Toledano serves as a director on the boards of Fountain, a private technology company focused on frontline workforce management, and Altanine, a private pharmaceutical company. During her career she has also served as a director on the boards of Bose Corporation, Glu Mobile, Lilium, Velo3D, Vaxxinity and Jive Software. Ms. Toledano received her undergraduate and graduate degrees from Stanford University.

There is no arrangement or understanding between Ms. Toledano and any other person pursuant to which she was selected as a director, and there is no family relationship between Ms. Toledano and any of the Company’s other directors or executive officers. There are no transactions between Ms. Toledano and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

As a non-employee director of the Company, Ms. Toledano is eligible to participate in the Company’s Amended and Restated Non-Employee Director Compensation Policy, pursuant to which she will receive an annual base retainer of $50,000 per year for service on the Board, and an initial equity award with a dollar-denominated value of $61,479. The initial equity award (i) will be made pursuant to the Company’s 2021 Equity Incentive Plan, (ii) will consist of Company restricted stock units, and (iii) will vest on the earlier of (x) the date of the next occurring Annual Meeting of Stockholders or (y) the one-year anniversary of the date following the most recent Annual Meeting of Stockholders, subject in all cases to continued Board service.

In connection with Ms. Toledano's election to the Board, the Company and Ms. Toledano entered into the Company’s standard form of indemnification agreement, the form of which was filed as Exhibit 10.13 to the Company’s Form 8-K (File No. 001-39694), filed with the U.S. Securities and Exchange Commission on October 4, 2021. This agreement requires the Company to indemnify Ms. Toledano, to the fullest extent permitted by Delaware law, for certain liabilities to which she may become subject as a result of her affiliation with the Company.

Appointment of President and Chief Executive Officer; Transition of Former Chief Executive Officer to Executive Chairman;

On February 26, 2025, the Board appointed Niccolo de Masi to serve as President and Chief Executive Officer of the Company, succeeding Peter Chapman effective as of February 26, 2025 (the “Transition Date”). Effective on the Transition Date, Mr. Chapman was appointed as Executive Chairman of the Company. Messrs. de Masi and Chapman will continue to serve as members of the Board.

In connection with his appointment as President and Chief Executive Officer, Mr. de Masi entered into an offer letter with the Company on the Transition Date (the “Offer Letter”), providing the following compensation arrangements:

No additional annual equity incentives for Mr. de Masi are currently contemplated by the Board prior to 2028.

The Offer Letter additionally requires Mr. de Masi’s compliance with customary confidentiality, non-disclosure, intellectual property, and non-competition and non-solicitation provisions.

At this time, no changes to Mr. Chapman’s compensation or benefits have been made.

Mr. de Masi, age 44, has served as a member of the Company’s Board since the closing of the business combination in September 2021 and was the Chief Executive Officer and a member of the board of directors of the Company’s predecessor, dMY Technology Group, Inc. III, since September 2020. Mr. de Masi has served as a director of Planet Labs PBC, a publicly traded earth imaging company, since December 2021 and as a director and audit committee member of Genius Sports Limited, a publicly traded sports data and technology company, since April 2021. Mr. de Masi has served as a director of dMY Technology Group, Inc. VI and dMY Squared Technology Group, Inc., each a publicly traded company, since October 2021 and October 2022, respectively (through February 2025 in the case of dMY Squared Technology Group, Inc.). From January 2020 to December 2020, Mr. de Masi served as Chief Executive Officer of dMY Technology Group, Inc. and has served as a director of Rush Street Interactive, Inc., a publicly traded online casino company, since December 2020, following its business combination with dMY Technology Group, Inc. From January 2010 to April 2021, Mr. de Masi was a member of the board of directors of Glu Mobile Inc., a publicly traded mobile gaming company. From February 2019 to March 2020, Mr. de Masi was the Chief Innovation Officer at Resideo Technologies, Inc., a

publicly traded security solutions company. From October 2018 to January 2020, he served as a member of Resideo Technologies, Inc.’s board of directors and from February 2019 until January 2020 he served as its President of Products and Solutions. From November 2016 until October 2018, Mr. de Masi served as the President of Essential Products, Inc. Since November 2015, Mr. de Masi has served on the Leadership Council of the UCLA Grand Challenge. Mr. de Masi received a B.A. and an MSci. in physics from Cambridge University.

As a result of his appointment as the Company’s President and Chief Executive Officer of the Company the Board has determined that Mr. de Masi is no longer “independent” pursuant to the rules of NYSE and other governing laws and applicable regulations. Therefore, he has resigned from all committees of the Board, including the Audit Committee and the Nominating and Governance Committee, on which he served.

There are no family relationships between Mr. de Masi and the Company’s directors and executive officers, no arrangements or understandings between Mr. de Masi and any other person requiring disclosure under Item 401(b) of Regulation S-K, and no transactions with related persons requiring disclosure under Item 404(a) of Regulation S-K.

The foregoing summary of the terms and conditions of the Offer Letter is not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Offer Letter included as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Resignation of Director

On February 26, 2025, Harry You, Lead Independent Director of the Board, informed the Board of his resignation as a member of the Board, a member of the Compensation Committee of the Board, and a member and the Chair of the Audit Committee of the Board, effective immediately. Mr. You’s decision was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. You has decided to step down from the Board to lead a private AI-healthcare company. The Company and the Board are grateful to Mr. You for his service. In connection with the resignation of Mr. You, the Board decreased the size of the Board from nine to eight directors, effective on February 26, 2025.

Audit Committee

In connection with Mr. You’s resignation and the resignation of Mr. de Masi from the Audit Committee, the Board appointed Ms. Toledano and Wendy Thomas to serve as members of the Audit Committee of the Board and Inder Singh to serve as the Chair of the Audit Committee of the Board, each effective on February 26, 2025.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the Company’s financial results for the fourth quarter and fiscal year ended December 31, 2024 has been furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information provided pursuant to Item 2.02 and 7.01 of this 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 of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

In February 2025, the Company entered into a definitive agreement to acquire a controlling stake of ID Quantique SA, a global leader in quantum networking and sensing, headquartered in Geneva, Switzerland, in an all-stock transaction for up to approximately 5.2 million shares of common stock. The transaction is expected to close in the next nine months, subject to customary closing conditions. The foregoing summary of the transaction is not purported to be complete and is qualified in its entirety by reference to the press release filed as Exhibit 99.2 and is incorporated herein by reference.

A copy of the press release including an announcement of Mr. de Masi’s appointment as President and Chief Executive Officer and Mr. Chapman’s transition to Executive Chairman has been filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the press release including an announcement of Mr. You’s resignation and the appointment of Ms. Toledano to the Board has been filed as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

* Portions of these Exhibits have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv). The Registrant agrees to furnish a copy of an unredacted agreement to the SEC upon its request.

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.