IonQ Announces $1.99B Offering Of 20.5M Shares & Warrants At A Combined Price Of $40

20,500,000 shares of common stock

100,000,000 warrants to purchase 100,000,000 shares of common stock

29,500,000 pre-funded warrants to purchase 29,500,000 shares of common stock and

129,500,000 shares of common stock issuable upon exercise of the warrants and the

pre-funded warrants

We are offering (i) 20,500,000 shares of our common stock, par value $0.0001 per share ("common stock"), (ii) 100,000,000 warrants to purchase 100,000,000 shares of our common stock on or prior to the date that is seven years after the date such warrants are issued (the "Series C Warrants"), (iii) 29,500,000 warrants which have been pre-funded to purchase 29,500,000 shares of our common stock on or prior to the date that is seven years after the date such warrants are issued (the "Pre-funded Warrants" and, together with the Series C Warrants, the "Warrants"), and (iv) 129,500,000 shares of our common stock issuable upon the exercise of the Warrants. Each share of our common stock is being offered with two Series C Warrants to purchase two shares of our common stock at a combined price of $40.00. Each Pre-funded Warrant is being offered with two Series C Warrants to purchase two shares of our common stock at a combined price of $40.00 (with a nominal exercise price of $0.0001 per share remaining unpaid as of the issuance date with respect to each Pre-funded Warrant). The shares of our common stock, the Series C Warrants and the Pre-funded Warrants will be issued separately and not as a unit. Each Series C Warrant is exercisable for one share of our common stock at an exercise price of $69.46 per share of common stock. Each Pre-funded Warrant is exercisable for one share of our common stock at an exercise price of $0.0001 per share of common stock. The shares of our common stock, the Warrants, and the shares of common stock issuable upon the exercise of the Warrants are sometimes collectively referred to herein as the "securities." See "Description of Capital Stock" on page 8 of the accompanying prospectus and "Description of Warrants" on page S-15 of this prospectus supplement and page 20 of the accompanying prospectus for a more complete description of the securities offered hereby.