D-Wave Quantum issues 7.1M shares to U.S. Commerce

D-Wave Quantum Inc. (QBTS) reports that it has executed a Securities Issuance Agreement with the U.S. Department of Commerce under a previously announced Other Transaction Agreement supporting an award of up to $100,000,000.

Rhea-AI Filing Summary

D-Wave Quantum Inc. (QBTS) reports that it has executed a Securities Issuance Agreement with the U.S. Department of Commerce under a previously announced Other Transaction Agreement supporting an award of up to $100,000,000. Under the agreement, D-Wave issued 7,095,721 shares of common stock to the Department at an issuance price of $14.093 per share in a private, unregistered transaction relying on Section 4(a)(2) of the Securities Act.

The company provides updated risk factors highlighting uncertainty around the timing and amount of funding under the award, potential challenges or changes in laws or policy that could affect the transactions, dilution from issuing shares at a discount to market, and possible limits on future strategic transactions due to the Department’s equity position and related contractual rights. D-Wave also notes that the financial, tax and accounting treatment of these arrangements is complex and may lead to additional costs, judgments, or adjustments to reported results.

Positive

• Execution of U.S. Department of Commerce agreements provides potential funding of up to $100,000,000, which could strengthen liquidity and support D-Wave Quantum Inc.’s projects if fully realized.

Negative

• Issuance of 7,095,721 shares at a discount to market is explicitly described as dilutive to existing stockholders.
• Risk factors highlight that the timing and amount of award funding remain uncertain and depend on U.S. government appropriations and policy support.
• The Department’s equity stake and contractual rights, including registration rights, may limit potential future strategic transactions with third parties.
• The company cites financial, tax and accounting complexity that may result in additional costs, charges, losses, or changes to reported results.

8-K Event Classification

4 items: 1.01, 3.02, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maximum Award Amount: $100,000,000 Shares Issued to U.S. Department of Commerce: 7,095,721 shares Issuance Price per Share: $14.093 per share +3 more

6 metrics

Maximum Award Amount $100,000,000 Aggregate amount of the award the U.S. Department of Commerce agreed to provide under the Other Transaction Agreement

Shares Issued to U.S. Department of Commerce 7,095,721 shares Common stock issued under the Securities Issuance Agreement on September 8, 2026

Issuance Price per Share $14.093 per share Price at which the 7,095,721 common shares were issued to the Department of Commerce

Securities Act Exemption Section 4(a)(2) Exemption relied upon for the unregistered issuance of the shares

Form Type 8-K/A (Amendment No. 1) Amendment filing reporting execution of the SIA and related disclosures

Exhibit 10.2 Securities Issuance Agreement Material definitive agreement dated September 8, 2026 between D-Wave Quantum Inc. and the U.S. Department of Commerce

Key Terms

Other Transaction Agreement, Securities Issuance Agreement, Section 4(a)(2), registration rights, +1 more

5 terms

Other Transaction Agreement regulatory

"the Company entered into an Other Transaction Agreement (the “OTA”) with the United States Department of Commerce"

An "other transaction agreement" is a catch‑all contract used when parties create a custom deal that doesn’t match standard templates like a merger, stock sale or loan. For investors it signals a non‑standard structure that can change who owns assets, when and how cash moves, and what legal or regulatory steps are required — like ordering a custom recipe instead of a menu item, it can affect risks, rights and timing in ways that need careful review.

Securities Issuance Agreement regulatory

"the Company expected to enter into a Securities Issuance Agreement (the “SIA”) with the Department"

Section 4(a)(2) regulatory

"in reliance upon an exemption from registration under the Securities Act, pursuant to Section 4(a)(2) thereof"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

registration rights regulatory

"the Department’s contractual rights, including registration rights, may limit the Company’s ability"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

forward-looking statements regulatory

"Certain statements in this Amendment are forward-looking, as defined in the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did D-Wave Quantum Inc. (QBTS) announce in this 8-K/A amendment?

D-Wave Quantum Inc. announced it executed a Securities Issuance Agreement with the U.S. Department of Commerce and issued 7,095,721 common shares at $14.093 per share in connection with an award of up to $100,000,000 under a previously disclosed Other Transaction Agreement.

How much potential funding could D-Wave Quantum Inc. (QBTS) receive from the U.S. Department of Commerce?

D-Wave Quantum Inc. disclosed that the Department of Commerce agreed to provide an award of up to $100,000,000 under the Other Transaction Agreement, though the timing and actual amount of funds received remain uncertain and subject to U.S. government appropriations and support.

How many shares did D-Wave Quantum Inc. (QBTS) issue and at what price under the SIA?

Under the Securities Issuance Agreement, D-Wave Quantum Inc. issued 7,095,721 shares of common stock to the U.S. Department of Commerce at an issuance price of $14.093 per share in a private, unregistered offering relying on Section 4(a)(2) of the Securities Act.

Is the D-Wave Quantum Inc. (QBTS) share issuance registered with the SEC?

No. The company states that the 7,095,721 shares issued to the U.S. Department of Commerce were not registered under the Securities Act or state laws and were issued in reliance on the Section 4(a)(2) exemption for transactions not involving any public offering.

How does this transaction affect existing D-Wave Quantum Inc. (QBTS) stockholders?

D-Wave Quantum Inc. explicitly notes that issuing the shares to the Department of Commerce at a discount to the current market price is dilutive to existing stockholders and that the Department’s equity position and rights may constrain potential future strategic transactions.

What key risks does D-Wave Quantum Inc. (QBTS) highlight related to the OTA and SIA?

The company cites risks including uncertain timing and amount of funding, potential legal or policy challenges to the transactions, dilution from the share issuance, possible limits on strategic transactions, and complex financial, tax and accounting treatment that could lead to additional costs or adjustments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/09/2026 - 07:00 AM Accepted by SEC EDGAR 09/09/2026 - 07:00 AM Learn about SEC filing dates

0001907982FALSE00019079822026-09-042026-09-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________

FORM 8-K/A

(Amendment No. 1)

_____________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 4, 2026

_____________________________________________________________

D-Wave Quantum Inc.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________________________________________

Delaware			001-41468			88-1068854
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

2650 East Bayshore Road

Palo Alto, California

94303

(Address of principal executive offices)

(650) 285-2881

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_____________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

QBTS

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) amends and supplements the Current Report on Form 8-K filed by D-Wave Quantum Inc. (the “Company”) with the Securities and Exchange Commission on September 8, 2026 (the “Original Report”). As disclosed in the Original Report, on September 4, 2026, the Company entered into an Other Transaction Agreement (the “OTA”) with the United States Department of Commerce (the “Department”), pursuant to which the Department agreed to provide the Company with an award in an aggregate amount of up to $100,000,000 (the “Award”). The Original Report further disclosed that the Company expected to enter into a Securities Issuance Agreement (the “SIA”) with the Department in connection with the OTA. This Amendment is being filed to report the execution of the SIA on the terms described in the Original Report and the issuance of shares of the Company’s common stock pursuant to the SIA and to provide the related disclosure required by Items 1.01, 3.02, 8.01 and 9.01 of Form 8-K. Except as set forth herein, this Amendment does not modify or update any other disclosure contained in the Original Report.

Item 1.01 Entry into a Material Definitive Agreement.

Securities Issuance Agreement

On September 8, 2026, the Company entered into the SIA with the Department on the terms described under Item 1.01 of the Original Report. Pursuant to the SIA, the Company issued to the Department 7,095,721 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), at an issuance price of $14.093 per share. The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws.

The description of the SIA set forth in this Amendment and in Item 1.01 of the Original Report does not purport to be complete and is qualified in its entirety by reference to the full text of the SIA, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference herein. The issuance of the Shares was made in reliance upon an exemption from registration under the Securities Act, pursuant to Section 4(a)(2) thereof for transactions by an issuer not involving any public offering.

Item 8.01 Other Events.

In light of the execution of the SIA described in Item 1.01 above, the Company is providing the following updated risk factors, which amend and restate the risk factors provided in Item 8.01 of the Original Report, to supplement the risks described in “Risk Factors” in the Company’s 2025 Form 10-K, Q1 2026 Form 10-Q and Q2 2026 Form 10-Q:

Risk Factors

The execution of the OTA and the SIA with the Department, the receipt of funding thereunder and the Department’s ownership of an equity interest in the Company may subject the Company and its stockholders to a number of risks and uncertainties.

•The timing and amount of funding under the OTA remain uncertain. The Company’s receipt of Award funds is subject to the terms and conditions of the OTA, and there can be no assurance that the Company will receive the anticipated funds on the expected timeline, in the anticipated amounts, or at all. The Company’s receipt of funds also depends on the continued availability of appropriations from the U.S. government and the willingness and ability of the executive branch to provide the funding and support contemplated by the transactions.

•The transactions are subject to risks from changes in laws, regulations, or their interpretation, as well as shifts in federal administration and policy priorities. The legislative, judicial or executive branches of the U.S. government could determine in the future that all or a portion of the transactions were unauthorized, void or voidable. No agency or branch of the U.S. government other than the Department has made any commitment to support, or refrain from challenging, the transactions. Legal challenges, administrative rulings, litigation or geopolitical developments could materially impair funding, alter the Company’s obligations under the OTA, or otherwise adversely affect the anticipated benefits of the transactions and enforcement against a government counterparty is inherently uncertain given the defenses available to the U.S. government.

•The transactions are dilutive to existing stockholders. The issuance of the Shares to the Department at a discount to the current market price of the Company’s common stock is dilutive to existing stockholders.

•The Department’s equity position in the Company may limit potential future strategic transactions. Although the SIA restricts the Department’s ability to vote the Shares except with respect to certain specified matters, the existence of a U.S. government equity interest, together with the Department’s contractual rights, including registration rights, may limit the Company’s ability to pursue potential future strategic transactions that could be beneficial to stockholders, including by limiting the willingness of third parties to engage in such transactions with the Company.

•The financial, tax and accounting treatment of the transactions is uncertain. Given the novelty and complexity of the OTA and the SIA, the Company’s analysis of the financial, tax and accounting implications of its commitments and obligations thereunder has not been completed and may require significant time and attention from management, including the exercise of significant judgment in determining the appropriate accounting treatment. This analysis may result in the recognition of additional costs, charges or losses, or in restatements or other modifications of the Company’s reported financial results, particularly if the Company is unable to timely pre-clear the accounting treatment with the relevant authorities.

•The Company may experience other adverse consequences resulting from the announcement or completion of the transactions. Given the limited number of precedents for transactions of this type involving the U.S. government taking an equity position in a company such as the Company, it is difficult to foresee all potential consequences. These may include adverse reactions from investors, employees, customers, suppliers or other business or commercial partners, as well as increased public or political scrutiny of the Company, and there may also be litigation relating to the transactions.

Any of the foregoing could have a material adverse effect on the Company’s revenue, operations, financial position, cash flows, access to financing, cost structure, competitiveness, reputation, profitability and prospects, and could exacerbate other risks discussed in our 2025 Form 10-K, Q1 2026 Form 10-Q and Q2 2026 Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Amendment are forward-looking, as defined in the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “believe,” “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “trend,” “estimate,” “predict,” “project,” “potential,” “seem,” “seek,” “future,” “outlook,” “forecast,” “projection,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These forward-looking statements include, but are not limited to, statements regarding the OTA, the SIA and the Award. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, the risk that the Company does not realize the anticipated benefits of the OTA and the SIA; the risk that the timing and amount of funding under the Award differs from the Company’s expectations; the risk of dilution to existing stockholders from the issuance of the Shares to the Department; the risk that the transactions are challenged or impaired by changes in law, regulation, or federal administration and policy priorities; and the other risks and uncertainties described above under the caption “Risk Factors” and under “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this Amendment in making an investment decision, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.2*						Securities Issuance Agreement, dated September 8, 2026 by and between D-Wave Quantum Inc. and the United States Department of Commerce.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

*    Schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 9, 2026			D-Wave Quantum Inc.
			By:			/s/ Alan Baratz
			Name:			Alan Baratz
			Title:			President & Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.2 EX-10.2 215.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB