Business Context and Reporting Period
This Form 8-K Current Report, dated January 20, 2026, covers D-Wave Quantum Inc. (QBTS), a Delaware corporation. The filing announces the completion of a strategic transaction to acquire all issued and outstanding equity of Quantum Circuits, Inc., a Delaware corporation.
Key Financial Metrics and Transaction Details
The filing details the consideration delivered for the acquisition of Quantum Circuits, Inc.:
- Stock Consideration: 10,430,444 shares of D-Wave Quantum Inc. common stock.
- Cash Consideration: $250,000,000, subject to net debt and other adjustments as defined in the Merger Agreement.
- Regulatory Basis: The issuance of stock was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act, Regulation D, and/or Regulation S.
Note: This filing does not provide specific revenue, profit, cash flow, margin, or debt figures for D-Wave Quantum Inc. or Quantum Circuits, Inc. for any reporting period.
Material Changes
The primary material change is the successful closing of the merger with Quantum Circuits, Inc. on January 20, 2026. This transaction alters the company's capital structure through the issuance of over 10 million new shares and a significant cash outflow. A Registration Rights Agreement was also executed, granting securityholders of Quantum Circuits certain registration rights regarding the stock consideration.
Outlook, Risks, and Management Commentary
Strategic Outlook: Management intends to pursue a dual-platform roadmap combining annealing and gate-model computing methods. The company plans to accelerate the projected time to a scaled, error-corrected gate model quantum computer and aims to make an initial gate model system available in 2026.
Risks and Contingencies:
- Integration Risks: Failure to successfully integrate operations, systems, and procedures could adversely affect operating results. Integration costs have not been identified but may be material.
- Management Distraction: Integration efforts may temporarily detract management attention from day-to-day business.
- Stock Price Volatility: The market price of common stock could decline if anticipated benefits are not realized quickly, integration costs exceed expectations, or synergies fail to materialize.
- Forward-Looking Statements: The filing contains forward-looking statements regarding development plans and commercialization that involve significant uncertainties and may not be indicative of future results.
Investor Verification Checklist
- Verify the final adjusted cash consideration amount after net debt and other adjustments specified in the Merger Agreement.
- Review the full text of the Registration Rights Agreement (Exhibit 10.1) to understand the liquidity rights granted to Quantum Circuits securityholders.
- Monitor future filings for quantified integration costs and their impact on operating results.
- Assess the timeline and technical milestones for the 2026 gate model system availability against actual progress.
- Confirm the dilution impact of the 10,430,444 newly issued shares on existing shareholders.