M&A - IonQ, Inc.

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Form Type: 8-K/A

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525042604

Filing Summary: IonQ, Inc. filed an amendment to its previous report indicating that the company entered into a definitive agreement to acquire a controlling stake in ID Quantique SA, a prominent player in quantum networking and sensing technology, located in Geneva, Switzerland. The acquisition will be conducted as an all-stock transaction, involving up to approximately 5.2 million shares of IonQ's common stock. This amendment updates the earlier filing with additional details regarding the unregistered sale of equity securities related to the transaction. The shares issued will be restricted securities and exempt from registration under certain provisions of the Securities Act of 1933, specifically under Section 4(a)(2) and/or Regulation D. The filing includes incorporated references from the original report without any other significant alterations.

Document Link: View Document

Additional details:

Item: transaction_description

Description: Acquisition of a controlling stake in ID Quantique SA


Item: number_of_shares

Description: Approximately 5.2 million shares of common stock


Item: exercise_price

Description: $11.50 per share for warrants


Item: registration_exemption

Description: Section 4(a)(2) of the Securities Act of 1933


Item: transaction_type

Description: All-stock transaction


Form Type: 8-K

Filing Date: 2025-02-26

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025027713

Filing Summary: On February 26, 2025, IonQ, Inc. announced its financial results for the fourth quarter and fiscal year ended December 31, 2024, alongside key management transitions. The Board of Directors appointed Niccolo de Masi as the new President and CEO, succeeding Peter Chapman, who transitioned to the role of Executive Chairman. This appointment is part of a broader organizational restructuring. Additionally, the Board has expanded from eight to nine directors with the addition of Gabrielle Toledano, who has extensive experience in various prominent technology roles. Furthermore, IonQ revealed its plans to acquire a controlling stake in ID Quantique SA, a leader in quantum networking and sensing, via an all-stock transaction for approximately 5.2 million shares of common stock, expected to close within nine months pending customary closing conditions. Harry You, the Lead Independent Director, has resigned from the Board to pursue other opportunities but will continue supporting the company through the transition period. The filings included various press releases detailing these significant changes and a financial update, indicating robust growth metrics.

Document Link: View Document

Additional details:

Financial Results Date: 2025-02-26


Previous Ceo: Peter Chapman


New Ceo: Niccolo de Masi


Board Member Added: Gabrielle Toledano


Acquisition Target: ID Quantique SA


Acquisition Type: all-stock


Number Of Shares: 5.2 million


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