IonQ announces pricing of $2.0 billion equity offering to Heights Capital affiliate

Transaction structure and pricing

IonQ announced the pricing of a $2.0 billion equity offering, with J.P. Morgan acting as sole underwriter and an investment entity managed by Heights Capital Management purchasing the securities directly from the underwriter. The package comprises 20,500,000 shares of common stock at $40.00 per share, pre-funded warrants for 29,500,000 shares at $40.00 per warrant, and seven-year warrants for up to 100,000,000 additional shares exercisable at $69.46 per share.

Premium to reference price

The $40.00 per-unit price for the common stock and pre-funded warrants represents a 15% premium over IonQ's October 13, 2026 closing price of $34.78. The $69.46 exercise price on the seven-year warrants represents a 100% premium over that same reference closing price.

Counsel and regulatory filing

Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal counsel to IonQ, Simpson Thacher & Bartlett LLP as counsel to J.P. Morgan, and Skadden, Arps, Slate, Meagher & Flom LLP as counsel to the investor entity managed by Heights Capital Management. A shelf registration statement, including a prospectus, has been filed with the Securities and Exchange Commission and is effective.

Use of proceeds and stated rationale

IonQ said it plans to use the gross proceeds to accelerate commercialization, manufacturing and deployment of its full-stack quantum platform spanning computing, networking, sensing and cybersecurity. Chairman and CEO Niccolo de Masi characterized the raise as giving IonQ additional strategic flexibility and cited its advancement to Stage C of DARPA's Quantum Benchmarking Initiative and its NVIDIA partnership as supporting elements of the company's near-term technology roadmap.