Asset Transaction, Failure to Satisfy Listing Rule, Corporate Action, Changes in Control, Amendments to Bylaws, Management Change/Compensation, Termination of Material[...]

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Effective as of the Closing Date, the Company repaid all amounts required to be paid to discharge the Company's existing revolving credit facility under its Amended and Restated Loan and Security Agreement, dated as of June 30, 2025, as amended through the Closing Date, among the Company, the subsidiary borrowers named therein, Siena Lending Group LLC, as agent, and the lenders named therein (collectively, the "Loan Agreement"), and terminated the Loan Agreement. No material early termination penalties were incurred by the Company in connection with the termination of the Loan Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

In connection with the Mergers, at the Effective Time, each share of SkyWater common stock, par value $0.01 per share (the "Common Stock"), that was issued and outstanding immediately prior to the Effective Time of the First Merger (other than any shares of Common Stock (x) owned by Parent, the Merger Subsidiaries, the Company or any of their direct or indirect wholly-owned subsidiaries or (y) for which the holder was entitled to demand and properly demanded appraisal of such shares of Common Stock pursuant to, and in compliance in all respects with, Section 262 of the Delaware General Corporation Law (the "DGCL")) automatically converted into the right to receive (i) $15.00 in cash (the "Per Share Cash Consideration") and (ii) 0.4883 shares of the common stock of IonQ, par value $0.0001 per share (together with the Per Share Cash Consideration, the "Merger Consideration"), plus cash in lieu of any fractional shares to which such share of Common Stock was otherwise entitled.

Additionally:

1

The description in this Current Report on Form 8-K of the Mergers and the Merger Agreement, and the other transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC") on January 26, 2026, which is incorporated herein by reference.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, the Company notified the Nasdaq Capital Market ("Nasdaq") of the consummation of the Mergers and requested that Nasdaq file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Common Stock from Nasdaq and the deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Following effectiveness of the Form 25, the Company intends to file with the SEC a certification and notice of termination of registration on Form 15 with respect to the Common Stock, requesting that the Common Stock be deregistered under Section 12(g) of the Exchange Act and that the reporting obligations of the Company with respect to the Common Stock under Sections 13(a) and 15(d) of the Exchange Act be suspended. Trading of the Common Stock on Nasdaq was halted prior to the opening of trading on the Closing Date.

The information set forth in the Introductory Note and under Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

At the Effective Time, each holder of shares of Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company, other than the right to receive the Merger Consideration as set forth in the Merger Agreement.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As a result of the Mergers, Parent acquired control of the Company. At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than excluded shares and shares for which appraisal was properly demanded, as described in Item 2.01 above) was cancelled and converted into the right to receive the Merger Consideration. Following the consummation of the Mergers, the Surviving Company is a wholly-owned subsidiary of Parent, and Parent beneficially owns 100% of the equity interests of the Surviving Company.

As a result of the consummation of the Mergers, a change in control of the Company occurred because the Company merged with and into the Surviving Company, which is a wholly-owned subsidiary of Parent.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

Pursuant to the terms of the Merger Agreement, effective at the Effective Time, each of Timothy E. Baxter, Edward M. Daly, Nancy Fares, Dennis J. Goetz, Joseph J. Humke, Andrew D. C. LaFrence, Tammy J. Miller and Loren A. Unterseher resigned as directors of the Company. These departures were not a result of any disagreement between the Company and any of the departing directors on any matter relating to the Company's operations, policies or practices.

2

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, (i) the Company's Certificate of Incorporation as in effect immediately prior to the Effective Time was amended and restated in its entirety to be the certificate of incorporation of Merger Subsidiary 1 as in effect immediately prior to the Effective Time (with all references to Merger Subsidiary 1 therein automatically deemed to refer to the Company) and (ii) the Company's Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be the bylaws of Merger Subsidiary 1 as in effect immediately prior to the Effective Time (with all references to Merger Subsidiary 1 therein automatically deemed to refer to the Company).

Thereafter, at the Second Effective Time, the certificate of formation and the limited liability company agreement of Merger Subsidiary 2, each as in effect immediately prior to the Second Effective Time, became the certificate of formation and the limited liability company agreement of the Surviving Company.

Copies of the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and the Surviving Company's Certificate of Formation and Limited Liability Company Agreement are filed as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively, hereto and are incorporated herein by reference.