On October 9, 2026, IonQ, Inc., Espresso Acquisition Sub, Inc. (a wholly owned IonQ subsidiary), Elisity, Inc., and Fortis Advisors LLC (solely as securityholders’ representative) entered into an Agreement and Plan of Merger under which IonQ agreed to acquire all issued and outstanding shares of Elisity. The closing consideration is $1,150,000,000 in IonQ common stock, par value $0.0001 per share, reduced by leakage incurred by Elisity since July 31, 2026 (other than customary permitted leakage exceptions), with the final share number based on the volume-weighted average price for the 20 trading days immediately preceding, but not including, the third business day before closing, subject to a $49.61 maximum and $33.07 minimum per share. Elisity securityholders are also eligible for up to an additional $150,000,000 in shares, calculated using the Common Stock Price, based on revenue milestones from August 1, 2026 to January 31, 2028; IonQ also agreed to establish a retention pool of $100,000,000 in restricted stock units determined by dividing that amount by the Common Stock Price, granted after closing, vesting over four years, and in addition to the merger consideration. The Agreement includes customary representations, warranties, covenants, and obligations, including Elisity’s ordinary-course conduct between execution and closing and treatment of outstanding Elisity options and equity awards; closing is subject to customary conditions, including no prohibitive law or order, regulatory approvals, accuracy of representations and warranties, absence of a material adverse effect on Elisity, and NYSE listing authorization, and the Agreement may be terminated by mutual agreement or if closing has not occurred by January 7, 2027, with the Agreement filed as Exhibit 2.1.
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Item 1.01 Entry into a Material Definitive Agreement. On October 9, 2026, IonQ, Inc., a Delaware corporation (the Company ), Espresso Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (the Merger Sub ), Elisity, Inc., a Delaware corporation ( Elisity ), and Fortis Advisors LLC, solely in its capacity as the representative of the securityholders, entered into an Agreement and Plan of Merger (the Agreement ) pursuant to which the Company has agreed to acquire all of the issued and outstanding shares of Elisity (the Transaction ). Pursuant to the terms of the Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Agreement, the aggregate consideration payable by the Company to Elisity s securityholders at the closing (the Closing ) of the Transaction (the Closing Consideration ) consists of a number of shares of the Company s common stock, par value $0.0001 per share (each, a Share ), with a value of $1,150,000,000. The Closing Consideration will be reduced by any leakage (other than customary permitted leakage exceptions) incurred by Elisity since July 31, 2026, as further described in the Agreement. The final number of Shares to be issued as Closing Consideration will be calculated using the volume-weighted average price for Shares for the 20 trading days immediately preceding, but not including, the third business day prior to the date of the Closing, but will not be more than $49.61 per Share, nor less than $33.07 per Share (the Common Stock Price ). In addition to the Closing Consideration, Elisity s securityholders will be eligible to receive a number of Shares with a value of up to an additional $150,000,000 of consideration, calculated using the Common Stock Price (the Earnout Consideration and, together with the Closing Consideration, the Merger Consideration ), based on certain revenue milestones achieved by Elisity from August 1, 2026 to January 31, 2028. Under the Agreement, the Company has also agreed to establish a retention pool for continuing employees of Elisity consisting of a number of restricted stock units with respect to Shares ( RSUs ) determined by dividing $100,000,000 by the Common Stock Price. The RSUs will be granted following the Closing, will vest over four years and are in addition to the Merger Consideration. The Agreement contains customary representations, warranties, covenants and other obligations and rights of the parties thereto. The Agreement also specifies the treatment of outstanding Elisity options and equity awards in connection with the Transaction. The parties to the Agreement have also agreed to various customary covenants and agreements, including, among others, for Elisity to conduct, subject to certain exceptions, its business in the ordinary course consistent with past practice during the period between the execution of the Agreement and the Closing. The completion of the Transaction is subject to the satisfaction of customary closing conditions, including, among other things, the absence of any governmental law or order that makes the Transaction illegal or otherwise prohibits or prevents its consummation; the obtainment, expiration or termination (as applicable) of certain regulatory approvals imposed by governmental entities; the accuracy of the representations and warranties made by the parties to the Agreement (subject to customary materiality thresholds); the absence of a material adverse effect on Elisity; and the authorization for listing on the New York Stock Exchange of the Shares to be issued as Closing Consideration. The Agreement may be terminated under certain circumstances, including, but not limited to, by mutual written agreement of the Company and Elisity and, subject to certain conditions, if the Closing shall not have occurred by January 7, 2027. The foregoing description of the Transaction and the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Agreement has been filed to provide investors and securityholders with information regarding its terms. The Agreement is not intended to provide any other factual or financial information about the Company, Elisity or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement and as of specific dates; were solely for the benefit of the parties to the Agreement; may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures, and may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company, Elisity or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.
