IonQ 三季度营收 1.738 亿美元并上调全年指引，同时完成对 Elisity 的收购

已抓取正式披露文件及最多两份 EX-99 附件。未抓取的其他附件不能据此视为不存在。

8-K

https://www.sec.gov/Archives/edgar/data/1824920/000119312526449779/ionq-20261103.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

IonQ, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 3, 2026, IonQ, Inc. (the “Company”) completed its previously announced acquisition (the “Acquisition”) of all of the issued and outstanding shares of common stock of Elisity, Inc., a Delaware corporation (“Elisity”), pursuant to the terms of the Agreement and Plan of Merger, dated as of October 9, 2026, by and among the Company, Elisity, Espresso Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Fortis Advisors LLC, solely in its capacity as the representative of the securityholders (the “Holder Representative”). The consideration (the “Closing Consideration”) delivered in connection with the closing of the Acquisition consists of 32,233,274 shares of the Company’s common stock, par value $0.0001 per share (each, a “Share”). In addition to the Closing Consideration, Elisity’s securityholders will be eligible to receive up to 4,265,934 Shares in earn-out consideration, depending on the achievement of financial metrics through January 2028, which, together with the Closing Consideration, constitutes the merger consideration of up to 36,499,208 Shares (the “Merger Consideration”).

In connection with the closing of the Acquisition and the issuance of the Merger Consideration, the Company and the Holder Representative entered into a Registration Rights Agreement, dated as of November 3, 2026 (the “Registration Rights Agreement”), pursuant to which recipients of the Closing Consideration have certain registration rights with respect thereto.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.02 Results of Operations and Financial Condition.

On November 5, 2026, the Company issued a press release announcing its financial results for the second quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 2.01 of this Current Report on Form 8-K related to the Closing Consideration is incorporated herein by reference. The Shares were issued pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), including those provided by Section 4(a)(2) of the Securities Act and Regulation D and Regulation S promulgated under the Securities Act.

Item 7.01 Regulation FD Disclosure.

On November 4, 2026, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release has been furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information provided pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

EX-99.1

https://www.sec.gov/Archives/edgar/data/1824920/000119312526449779/ionq-ex99_1.htm

EX-99.1 3 ionq-ex99_1.htm EX-99.1

Exhibit 99.1

IonQ Announces Record 3Q26 Revenues and Raises FY2026 Guidance to $505 - $515 Million as Backlog Grows to $1.2 Billion
Revenue, GAAP EPS and Adjusted EPS All Exceed Consensus Estimates*

●

Reported GAAP Revenue of $173.8 Million, Up 336% Year-over-Year, Marking the Sixth Consecutive Record Quarter

●

Raises Full Year Revenue Guidance to $505 to $515 Million and Expects 110% Year-Over-Year Growth in Quantum Computing

●

IonQ Platform Segment Revenue Up 127% to $90.3 Million on Global Tempo Quantum Computer Deployments

●

SkyWater Foundry Services Segment Revenue of $83.5 Million; Non-IonQ Quantum Customer Revenue Up More than 30% Year-over-Year as SkyWater Quantum Solutions is Launched

●

Only Trapped Ion Company Advanced to Stage C of the Defense Advanced Research Projects Agency’s Quantum Benchmarking Initiative, with a Potential Program Value of up to $300 Million

●

Superion 256 System Will Be the First On-Premise Quantum Computer at NVIDIA’s Accelerated Quantum Research Center

●

Extends Quantum Security Platform by Acquiring Elisity to Identify Vulnerabilities, Enforce Zero Trust and Provide Cryptographic Agility for Customers as they Prepare for the Quantum Era

●

Remains Best-Capitalized Pure-Play Quantum Company with $3.7 Billion in Cash, Cash Equivalents and Investments as of September 30, 2026 Pro-Forma for October 16, 2026 Equity Offering

*Adjusted EPS is a non-GAAP financial measure defined under “Non-GAAP Financial Measures,” below, and is reconciled to GAAP EPS, the closest comparable GAAP measure at the end of this release.

COLLEGE PARK, Md. – November 5, 2026 – IonQ (NYSE: IONQ), the world’s leading full-stack quantum platform and foundry, today announced financial results for the quarter ended September 30, 2026.

“I am pleased to report that IonQ delivered its sixth consecutive quarter of record results and the strongest quarter in our company’s history,” said Niccolo de Masi, Chairman and CEO. “Third quarter revenue of $173.8 million reflects increasing demand for our quantum technologies and the benefits of our vertically integrated quantum manufacturing capabilities through SkyWater.”

de Masi continued, “Recent developments have provided meaningful validation of our technology and commercial strategy. We are deeply proud that IonQ is the only trapped-ion company to advance to DARPA Stage C. This final stage of DARPA’s Quantum Benchmarking Initiative includes a potential program value of up to $300 million. In addition, NVIDIA will deploy a Superion 256 system as the first on-premise quantum computer at its Accelerated Quantum Research Center – connected directly to its AI supercomputing infrastructure. Both decisions underscore IonQ’s relentless focus on leading the industry with deployable quantum computers – built for data centers and designed to work with classical computing.”

de Masi concluded, “IonQ is building the quantum ecosystem as the first vertically integrated quantum technology company that spans computing, networking, sensing, and security. At SkyWater, we were pleased to welcome Qolab, founded by Nobel Prize winner John Martinis, as a new quantum customer. We also extended our multi-year collaboration with D-Wave and launched our OnRamp Foundry Initiative to accelerate quantum startups from laboratory prototype to commercial manufacturing.”

“One of our customers’ most urgent needs today is cybersecurity that protects them now and keeps them protected as post-quantum standards evolve. Our acquisition of Elisity extends our strategy to meet that need, adding Zero

Trust technology that is both a perfect complement and accelerant to our PQC and QKD solutions. We are focused on integrating and leveraging IonQ’s differentiated solutions to drive durable growth and long-term profitability.”

Third Quarter and Recent Commercial Highlights

IonQ Platform

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$33 Million Multi-Product Contract with SDT to Deploy Superion 256 Quantum Computer and Quantum Memory Platform

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$28 Million Contract through the DARPA It’s About Time Program to Deliver 25 Optical Atomic Clocks for Mission-Critical Applications, with $30 Million Option for 100 Additional Production Units

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$25 Million Contract with Florida International University to Deploy Superion 256 Quantum Computer

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$8.2 Million Contract with Congruity360 to Deploy IonQ’s PQC and QKD Solutions, Protecting Sensitive Enterprise Data for Clients across the U.S.

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Awarded $7.5 Million Follow-On Funding from the Air Force Research Laboratory to Advance Full-Stack Quantum Networking

●

Signed Memorandum of Understanding with Northrop Grumman to Collaborate on Supply Chain Optimization, Materials Science, Quantum Computing, Networking and Chemistry

●

Signed Strategic Partnership with Carahsoft to Help Federal Agencies and Their Industry Partners Advance Quantum Adoption

SkyWater Foundry Services

●

Extended Quantum Manufacturing Collaboration with D-Wave Through Multi-Year Agreement to Support Its Dual-Platform Superconducting Roadmap

●

Won Multi-Year Commercial Foundry Contract with New Quantum Customer Qolab for SkyWater’s Newly Launched SC250 Superconducting Platform

●

Launched Industry’s First Quantum Manufacturing Platforms SC250 and SP90, and OnRamp Initiative to Bring Early-Stage Quantum Hardware Startups into the Foundry

“I am thrilled that we continued our growth trajectory in the third quarter, with revenue up 336% year-on-year. Major drivers included global deployments of our IonQ Tempo quantum computers, deliveries of our quantum sensing and space-based solutions, and closing on our acquisition of SkyWater, which had a very strong quarter of its own,” said Inder Singh, COO and CFO. “Our Remaining Performance Obligations more than doubled to $1.2 billion, even as we converted our backlog into record third quarter revenues. This was an especially strong quarter in quantum computing, which represented approximately two-thirds of new contract dollars signed by our IonQ Platform segment, driven by Superion 256 demand. We are pleased to raise our full-year 2026 revenue guidance to an industry record of more than half a billion dollars.”

Singh continued, “IonQ’s strong balance sheet, including $3.7 billion in cash and equivalents pro forma with our recent equity offering, gives us incredible financial firepower to continue investing in our technology, manufacturing infrastructure, and commercial capabilities as we scale the business and capitalize on the growing demand for quantum solutions.”

Third Quarter Financial Highlights

●

Recognized revenue of $173.8 million for the third quarter, which represents 336% year-on-year growth

●

Cash, cash equivalents, and investments were $1.7 billion as of September 30, 2026 and $3.7 billion pro-forma for the $2.0 billion equity offering that closed on October 16, 2026

●

Net income attributable to IonQ was $564.0 million and GAAP EPS was $1.42 for the third quarter, reflecting the non-cash mark-to-market impact of warrants

●

Adjusted EBITDA loss was ($133.6) million and Adjusted EPS was ($0.29) for the third quarter *

*Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures defined under “Non-GAAP Financial Measures,” below, and are reconciled to net income (loss) and GAAP EPS, the closest comparable GAAP measures, respectively, at the end of this release.

2026 Financial Guidance

●

For the full year 2026, IonQ is raising its revenue guidance to between $505 million and $515 million. For the full year, IonQ expects strong growth of 110% year-on-year in its quantum computing revenue

Third Quarter 2026 Conference Call

IonQ will host a conference call at 4:30 PM Eastern time today to discuss its results for the third quarter ended September 30, 2026 and to provide a business update. The call will be accessible by telephone at 1-888-349-0106 (domestic) or 1-412-902-0131 (international) with access code 7647193. The call will also be available live via webcast on the company’s website here, or directly here. A replay of the conference call will be available approximately three hours after its conclusion at 1-855-669-9658 (domestic) or 1-412-317-0088 (international) with access code 7647193 and will be available until 11:59 PM Eastern Time, November 19, 2026. An archive of the webcast will also be available here shortly after the call and will be available for one year.

Upcoming Q4 2026 Conference Participation

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Cantor 2026 Crypto, FinTech, AI & Energy Infrastructure Conference taking place on Wednesday, November 11 in Miami

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Reagan National Defense Forum (RNDF) taking place at the Ronald Reagan Presidential Library on Dec. 4-5 in Simi Valley, Calif.

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Northland 2026 Growth Conference taking place virtually on Wednesday, December 16

Non-GAAP Financial Measures

To supplement IonQ’s condensed consolidated financial statements presented in accordance with GAAP, IonQ uses non-GAAP measures of certain components of financial performance. Adjusted EBITDA and Adjusted EPS are financial measures that are not required by or presented in accordance with GAAP. Management believes that these measures provide investors additional meaningful methods to evaluate certain aspects of the Company’s results period over period.

Adjusted EBITDA is defined as net income (loss) attributable to IonQ, Inc. before net income (loss) attributable to noncontrolling interests, interest income, interest expense, income tax (benefit) expense, depreciation and amortization, stock-based compensation, executive cash-based severance, changes in fair value from recurring fair value measurements (such as warrant liabilities, contingent consideration, and investments), offering costs associated with warrants, acquisition transaction and integration costs, and non-cash legal settlements and related costs. Adjusted EPS is defined as net income (loss) per share attributable to IonQ, or EPS, excluding the impact of stock-based compensation, executive cash-based severance, changes in fair value from recurring fair value measurements (such as of warrant liabilities, contingent consideration, and investments), offering costs associated with warrants, acquisition transaction and integration costs, and non-cash legal settlements and related costs. IonQ uses Adjusted EBITDA and Adjusted EPS to measure the operating performance of its business, excluding

specifically identified items that it does not believe directly reflect its core operations and that may not be indicative of recurring operations.

The presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the financial results prepared in accordance with GAAP, and IonQ’s non-GAAP measures may be different from non-GAAP measures used by other companies. IonQ shows a reconciliation of its non-GAAP measures to the most directly comparable GAAP measures at the end of this release.

Quantum Computing and Commercial Revenue

Quantum computing revenue includes sales of our quantum computing systems and hardware, related maintenance, training, and support, consulting services, including those related to applications development, and revenue from providing access to our quantum computers through quantum-computing-as-a-service (QCaaS). Commercial revenue includes all enterprise agreements with non-U.S. government customers, including agreements with leading universities.

Remaining Performance Obligations

Remaining performance obligations (RPOs) represent the total transaction price from signed contracts that has been allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period. This includes both funded (firm orders for which funding has been authorized and appropriated) and unfunded (firm orders for which funding has not yet been appropriated) portions of the contract. Unexercised contract options are not included in remaining performance obligations until the time the option is exercised. We have conformed SkyWater’s RPO presentation with the existing IonQ policy. This policy incorporates all contracts, including those with expected durations of less than one year.

About IonQ

IonQ, Inc. [NYSE: IONQ] is the world’s leading full-stack quantum platform and foundry - delivering integrated quantum solutions across computing, networking, sensing, and security. IonQ’s newest generation of quantum computers, the Superion, is the latest in a line of cutting-edge systems. Earlier systems have helped customers and partners including Amazon Web Services and AstraZeneca achieve 20x performance results and accelerate innovation in drug discovery, materials science, financial modeling, logistics, cybersecurity, and defense. In 2025, the Company achieved 99.99% two-qubit gate fidelity, setting a world record in quantum computing performance.

Headquartered in College Park, Maryland, IonQ has operations across North America, Latin America, EMEA, and APAC. Our quantum computing services have been available through all major cloud providers since 2021, while we also meet the needs of networking and sensing customers across land, sea, air, and space. IonQ is making quantum platforms more accessible and impactful than ever before. Learn more at IonQ.com.

Note to Investors Regarding Forward-Looking Statements

This press release contains forward-looking statements. All statements contained in this press release other than statements of historical fact are forward-looking statements, including statements regarding our guidance and market consensus as to future results, our future product deliveries and contract performance, our OnRamp Foundry Initiative, future demand for our technologies, Elisity’s technological capabilities and leadership, the growing demand for quantum solutions and our ability to continue investing in our technology, manufacturing infrastructure and commercial capabilities and to scale the business. In some cases, you can identify these statements by forward-looking words such as “planned,” “accelerate,” “expect,” “believe,” “outlook,” “project,” “could,” “can,” “may,” “will,” “guidance,” “expectations,” and other similar expressions. These statements are only predictions based on our expectations and projections about future events as of the date of this press release and are subject to a number of risks, uncertainties and assumptions that may prove incorrect, any of which could cause actual results to differ materially from those expressed or implied by such statements, including, among others, those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the Securities and Exchange

Commission. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement we make. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as otherwise required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

IonQ, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except share and per share data)

IonQ, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands)

IonQ, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

IonQ, Inc.

Reconciliation of Non-GAAP Financial Measures

(unaudited)

(in thousands, except per share data)

Net Income (Loss) to Adjusted EBITDA

(1) During the three and nine months ended September 30, 2026, Adjusted EBITDA includes $23.7 million and $60.2 million, respectively, in research and development costs related to our commercial relationship with SkyWater.

Net Income (Loss) per Share to Adjusted EPS

Contacts

IonQ Media Contact:

media@ionq.co

IonQ Investor Contact:

investors@ionq.co

EX-99.2

https://www.sec.gov/Archives/edgar/data/1824920/000119312526449779/ionq-ex99_2.htm

EX-99.2 4 ionq-ex99_2.htm EX-99.2

Exhibit 99.2

IonQ Completes Acquisition of Elisity, Extending Quantum Security for Enterprises and Government

●

Acquisition brings together post-quantum cryptography, quantum key distribution, and Zero Trust security in a single platform

●

Expands Customer Opportunities through Elisity’s 100+ Established Enterprise Deployments and Trusted CISO Relationships

●

Elisity Will Continue to Serve Customers Under Its Current Leadership

College Park, Md. - Nov. 4, 2026 - IonQ (NYSE: IONQ), the world's leading full-stack quantum platform and foundry, today completed its acquisition of Elisity, Inc., a Zero Trust security company, in an all-stock transaction. The combination extends IonQ’s quantum security strategy, adding Zero Trust technology that complements IonQ's post-quantum cryptography (PQC) and quantum key distribution (QKD) capabilities. These combined enhancements are intended to protect customers today, and keep them protected as post-quantum standards evolve.

"With the acquisition complete, IonQ now brings together post-quantum cryptography, quantum key distribution, and Zero Trust security in a single platform for the organizations that depend on it most," said Niccolo de Masi, Chairman and Chief Executive Officer of IonQ. "Enterprise and government organizations will now be able to draw on one security architecture to contain attacks operating at machine speed today, and protect sensitive information against future quantum threats. I'm glad to welcome James and the Elisity team to IonQ."

Elisity helps customers discover connected assets, understand network risks and enforce identity-based Zero Trust policies across their environments. With those insights, customers can prioritize where to deploy IonQ’s PQC and QKD solutions as they protect data against “Harvest Now, Decrypt Later” attacks and prepare for the next era of quantum threats.

“Joining IonQ gives our team the resources and scale to serve customers with the same focus we’ve always had,” said James Winebrenner, Chief Executive Officer of Elisity. “Our global customers depend on us to protect their networks every day. Building on what we’ve learned across more than 100 deployments, we’ll extend the Elisity platform customers already use to help them prepare for post-quantum cryptography.”

Elisity's customers will continue to be supported by the same teams and platform they rely on today, and existing deployments and their identity policies will carry forward.

At closing, IonQ issued $1.15 billion of consideration in common stock under the terms of the merger agreement. The sellers may earn up to an additional $150 million in consideration based on Elisity’s performance against revenue milestones through January 2028.

About IonQ

IonQ, Inc. [NYSE: IONQ] is the world’s leading quantum platform and foundry - delivering integrated quantum solutions across computing, networking, sensing, and security. IonQ’s newest generation of quantum computers, the Superion, is the latest in a line of cutting-edge systems. Earlier systems have helped customers and partners including Amazon Web Services, AstraZeneca, and NVIDIA achieve a 20x performance increase over previous quantum solutions and accelerate innovation in drug discovery, materials science, financial modeling, logistics, cybersecurity, and defense. In 2025, the company achieved 99.99% two-qubit gate fidelity, setting a world record in quantum computing performance.

Headquartered in College Park, Maryland, IonQ has operations across North America, Latin America, EMEA, and APAC. Our quantum computing services have been available through all major cloud providers since 2021, while we also meet the needs of networking and sensing customers across land, sea, air, and space. IonQ is making quantum platforms more accessible and impactful than ever before. Learn more at IonQ.com.

About Elisity

Elisity helps enterprises advance Zero Trust security for users, devices, workloads, AI agents, and other non-human identities. Elisity IdentityGraph correlates identity, asset, and risk information from native and partner sources to inform access decisions. Elisity's software policy layer uses the network to enforce access rules independently of the underlying network technology. Founded in 2019, Elisity has a global employee footprint and a growing number of customers in the Fortune 500. Learn more at elisity.com.

Note to Investors Regarding Forward-Looking Statements

This press release contains forward-looking statements. All statements contained in this press release other than statements of historical fact are forward-looking statements, including statements regarding the expected benefits of the acquisition, the combined company's products, customers, and markets, and the integration of Elisity. In some cases, you can identify these statements by forward-looking words such as "anticipate," "expect," "intend," "plan," "believe," "will," "position," "ensure," "ongoing," and other similar expressions. These statements are only predictions based on current expectations and projections and are subject to risks, uncertainties, and assumptions that may prove incorrect, any of which could cause actual results to differ materially from those expressed or implied. These include, among others, the retention of customers, partners, and employees of Elisity, the integration of the acquired business, the realization of anticipated benefits, and those described under the heading "Risk Factors" in IonQ's Annual Report on Form 10-K for the year ended December 31, 2025, filed

with the Securities and Exchange Commission (SEC), and in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC. New risks emerge from time to time, and it is not possible for management to predict all risks. Investors are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Except as otherwise required by law, IonQ undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Contacts

IonQ Investor Contact:

investors@ionq.co

IonQ Media Contact:

media@ionq.co

Elisity Media Contact:

Danielle Ostrovsky, ostrovsky@hi-touchpr.com