Form 8-K/A - Current report: [Amend]

true 0001824920 0001824920 2024-06-05 2024-06-05 0001824920 us-gaap:CommonStockMember 2024-06-05 2024-06-05 0001824920 us-gaap:WarrantMember 2024-06-05 2024-06-05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2024 (June 05, 2024)

 

 

IonQ, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware		001-39694		85-2992192
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

4505 Campus Drive College Park, Maryland				20740
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 301 298-7997

Not Applicable

(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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		IONQ		New York Stock Exchange
Warrants, each exercisable for one share of common stock for $11.50 per share		IONQ WS		New York Stock Exchange

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. ☐

 

 

 

---

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by IonQ, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on June 7, 2024 (the “Original Form 8-K”) filed to report the results of the Company’s 2024 Annual Meeting of Stockholders held on June 5, 2024 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision as to the frequency of future stockholder advisory votes on named executive officer compensation. Except as set forth herein, no other changes have been made to the Original Form 8-K.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, stockholders that voted on the matter indicated a preference to hold, on a non-binding advisory basis, the Company’s future advisory votes on named executive officer compensation once every year. Based on the results of the vote, and consistent with the recommendation of the Company’s Board of Directors (the “Board”) with respect to the proposal, the Board has determined to hold a non-binding advisory vote regarding named executive officer compensation annually until the next required non-binding advisory stockholder vote on the frequency of holding future votes regarding named executive officer compensation.

---

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.

 

						IonQ, Inc.
Date: October 23, 2024				By:		/s/ Thomas Kramer
						Thomas Kramer
						Chief Financial Officer

Document and Entity Information	Jun. 05, 2024
Document And Entity Information [Line Items]
Amendment Flag	true
Entity Central Index Key	0001824920
Document Type	8-K/A
Document Period End Date	Jun. 05, 2024
Entity Registrant Name	IonQ, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-39694
Entity Tax Identification Number	85-2992192
Entity Address, Address Line One	4505 Campus Drive
Entity Address, City or Town	College Park
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20740
City Area Code	301
Local Phone Number	298-7997
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Description	This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by IonQ, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on June 7, 2024 (the “Original Form 8-K”) filed to report the results of the Company’s 2024 Annual Meeting of Stockholders held on June 5, 2024 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision as to the frequency of future stockholder advisory votes on named executive officer compensation. Except as set forth herein, no other changes have been made to the Original Form 8-K.
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common stock, par value $0.0001 per share
Trading Symbol	IONQ
Security Exchange Name	NYSE
Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants, each exercisable for one share of common stock for $11.50 per share
Trading Symbol	IONQ WS
Security Exchange Name	NYSE

---