IonQ Launches Massive ~$2.0 Billion Public Offering of Common Stock and Warrants

Offering Overview

On October 14, 2026, IonQ, Inc. ($IONQ) filed a preliminary prospectus supplement (Form 424B5) for a substantial underwritten public offering valued at approximately $2.0 billion in aggregate gross proceeds.

Key Terms of the Offering

• Securities Offered:
  • 20,500,000 shares of common stock.
  • 29,500,000 pre-funded warrants (exercise price of $0.0001 per share).
  • 100,000,000 Series C warrants to purchase common stock at an exercise price of $69.46 per share (7-year expiration).
• Structure: Each share of common stock or pre-funded warrant is offered together with two Series C warrants at a combined price of $40.00.
• Gross Proceeds: $1,999,997,050.00.
• Estimated Net Proceeds: ~$1,988.5 million after underwriting discounts ($10.0 million) and estimated offering expenses.
• Sole Underwriter: J.P. Morgan.

Dilution and Capital Structure Impact

• Pre-offering Common Stock Outstanding: 408,907,678 shares (as of October 13, 2026).
• Post-offering Shares Outstanding:
  • 429,407,678 shares immediately following the offering (excluding pre-funded and Series C warrant exercises).
  • Up to 558,907,678 shares if all pre-funded and Series C warrants are fully exercised.
• Dilution: Net tangible book value per share as of June 30, 2026 was $0.98 ($374.7 million total). At an offering price of $40.00 per share, purchasing investors face immediate dilution of $34.52 per share.

Strategic Context and Use of Proceeds

IonQ intends to use the proceeds for general corporate purposes, working capital, and potential strategic transactions. This capital raise follows recent significant M&A activity:

• SkyWater Technology Acquisition: Completed July 31, 2026.
• Elisity, Inc. Merger Agreement: Entered October 9, 2026, for upfront consideration of $1.15 billion in equity, up to $150 million in revenue milestones, and $100 million in employee RSUs.