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
v3.24.3
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
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