Business Context and Reporting Period
Company: D-Wave Quantum Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 4, 2026
Event: Entry into a Material Definitive Agreement (Other Transaction Agreement) with the U.S. Department of Commerce under the CHIPS and Science Act.
Key Financial Metrics and Transaction Details
This filing does not report standard periodic financial metrics (revenue, profit, cash flow, margins, or debt) as it is a current report regarding a specific transaction. Key financial terms of the agreement include:
- Total Award Amount: Up to $100,000,000.
- Initial Funding Tranche: $53,552,620 (available shortly after the Award Date).
- Subsequent Tranches:
- Milestone 1: $9,075,000
- Milestone 2: $16,695,000
- Milestone 3: $20,390,000
- Completion: $287,380
- Equity Issuance: 7,095,721 shares of common stock issued to the Department of Commerce.
- Issuance Price: $14.093 per share (based on the lowest closing price of three specific dates, discounted by 15%).
- Total Equity Value: Approximately $100,000,000 (7,095,721 shares x $14.093).
Material Changes and Transaction Structure
The Company entered into an Other Transaction Agreement (OTA) to fund advanced microelectronics R&D for quantum technology. The funding is milestone-based, contingent on the installation of tools, fabrication of quantum processing unit prototypes, and calibration of scaled units. The performance period lasts up to five years from the Award Date.
Concurrently, the Company will execute a Securities Issuance Agreement (SIA). The Department of Commerce will receive equity with specific restrictions:
- Transfer Restrictions: The Department may only transfer shares proportional to the funds withdrawn and applied to eligible costs. Transfers are prohibited during termination notice periods or to competitors.
- Repurchase Right: If the Department terminates the OTA for convenience, the Company has the right to repurchase unearned shares for $1.00 aggregate.
- Voting Rights: The Department generally cannot vote the shares while held by a U.S. governmental entity, except for specific matters affecting stockholder rights or mergers.
Guidance, Risks, and Contingencies
Management Commentary: The transaction is intended to accelerate and scale annealing and gate model superconducting quantum computers. The Company expects to file a prospectus supplement to register the resale of shares by the Department.
Risk Factors and Contingencies:
- Funding Uncertainty: Receipt of funds depends on government appropriations and executive branch support; there is no assurance funds will be received on time or at all.
- Legal and Political Risk: Transactions are subject to changes in laws, regulations, or federal administration priorities. Legal challenges could impair funding.
- Dilution: The issuance of shares at a discount to the market price is dilutive to existing stockholders.
- Strategic Limitations: Government equity ownership may limit future strategic transactions or deter third-party engagement.
- Accounting Uncertainty: The financial and tax treatment of the OTA and SIA is complex and not yet finalized, potentially leading to restatements or additional charges.
Investor Verification Checklist
- Verify the exact closing price of QBTS stock on the dates used to calculate the $14.093 issuance price to confirm the 15% discount application.
- Review the specific milestones in Exhibit 10.1 (OTA) to assess the feasibility of unlocking the remaining ~$46.5 million in funding.
- Monitor future filings for the final accounting treatment of the award (e.g., revenue recognition vs. grant accounting) and any associated charges.
- Assess the impact of the Department of Commerce's equity stake on future M&A activity or strategic partnerships.
- Confirm the timeline for the filing of the prospectus supplement regarding the resale of the Department's shares.