SkyWater Technology acquired by IonQ for $15.00 cash plus 0.4883 IonQ shares per share

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.

at the Effective Time, each outstanding option to purchase shares of Common Stock (each, a “SkyWater Option Award”) that was outstanding, whether vested or unvested, automatically converted into an option to purchase a number of shares of IonQ common stock determined by multiplying the number of shares of Common Stock subject to such SkyWater Option Award immediately prior to the Effective Time by 0.8546, and is otherwise subject to the same terms and conditions as applied immediately prior to the Effective Time

at the Effective Time, each award of restricted stock units relating to shares of Common Stock held by a service provider other than a non-employee member of SkyWater’s board of directors (each, a “SkyWater Employee RSU Award”) that was outstanding, whether vested or unvested, automatically converted into a restricted stock unit award corresponding to a number of shares of IonQ common stock determined by multiplying the number of shares of Common Stock subject to such SkyWater Employee RSU Award immediately prior to the Effective Time by 0.8546, and is otherwise subject to the same terms and conditions (including any existing accelerated vesting provisions) as applied immediately prior to the Effective Time, with any related accrued but unpaid dividend equivalent rights carrying over and remaining payable in accordance with such preexisting terms

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.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Item 2.01, Item 3.01 and

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.

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.

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.

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)

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.