D-Wave Quantum registers 7.1M U.S. Commerce share resale

Rhea-AI Filing Summary

D-Wave Quantum Inc. (QBTS) reported that on September 10, 2026 it filed a prospectus supplement under its automatic shelf registration statement on Form S-3ASR to cover the resale of 7,095,721 shares of its common stock by the United States Department of Commerce. The company also filed a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP related to these shares as an exhibit incorporated by reference into the registration statement.

Filing Explained

The filing creates a registered resale route for Commerce’s 7,095,721 shares, without establishing a completed sale or new D-Wave issuance.

The disclosed event is a resale registration, not a completed transaction: the filing gives the United States Department of Commerce a registered route to sell 7,095,721 shares, while not stating that a transfer occurred or that D-Wave received proceeds.

Because the filing covers resale by an existing holder rather than an issuance by D-Wave, it does not itself establish added shares or dilution for existing common holders; those ownership mechanics would change only if a resale occurs.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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

Shares registered for resale: 7,095,721 shares Registration statement file number: File No. 333-292825 Filing date: September 10, 2026

3 metrics

Shares registered for resale 7,095,721 shares Common stock covered by the prospectus supplement for resale by the U.S. Department of Commerce

Registration statement file number File No. 333-292825 Form S-3ASR automatic shelf registration statement referenced by the prospectus supplement

Filing date September 10, 2026 Date D-Wave Quantum Inc. filed the prospectus supplement and Form 8-K

Key Terms

prospectus supplement, registration statement on Form S-3ASR, resale, legal opinion

4 terms

prospectus supplement regulatory

"filed with the Securities and Exchange Commission a prospectus supplement to the prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement on Form S-3ASR regulatory

"included in the Company’s registration statement on Form S-3ASR filed"

A registration statement on Form S-3ASR is a pre-approved filing used by well-established public companies to register securities they may sell over time, with the paperwork becoming effective automatically so offerings can begin quickly. For investors, it matters because it lets a company raise money or issue stock or debt on short notice — like a company keeping a ready-to-use credit line — which can dilute existing shares or change the company’s cash position rapidly.

resale financial

"covering the resale by the United States Department of Commerce of"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

legal opinion regulatory

"A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP"

Offering Details

shelf · 7,095,721 shares registered for resale by the United States Department of Commerce

Offering

Offering Type shelf

Securities Offered Common stock, par value $0.0001 per share

Offering Amount 7,095,721 shares registered for resale by the United States Department of Commerce

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

D-Wave Quantum Inc. announced it filed a prospectus supplement under its Form S-3ASR shelf registration to cover the resale of 7,095,721 shares of common stock by the United States Department of Commerce, along with a related legal opinion from Paul, Weiss.

How many QBTS shares are covered by the new prospectus supplement?

The prospectus supplement covers the resale of 7,095,721 shares of D-Wave Quantum Inc.’s common stock, par value $0.0001 per share, by the United States Department of Commerce.

Who is the selling stockholder in the D-Wave Quantum Inc. (QBTS) resale registration?

The selling stockholder is the United States Department of Commerce, which is registering the resale of 7,095,721 shares of D-Wave Quantum Inc.’s common stock under the company’s Form S-3ASR registration statement.

What registration statement is the QBTS prospectus supplement associated with?

The prospectus supplement is associated with D-Wave Quantum Inc.’s Form S-3ASR registration statement filed on January 20, 2026, with File No. 333-292825, and forms part of that shelf registration.

What legal documents were filed related to the QBTS share resale?

D-Wave Quantum Inc. filed an opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as Exhibit 5.1 and a related consent included within that opinion as Exhibit 23.1, both relating to the shares covered by the prospectus supplement.

Does the filing indicate any change to D-Wave Quantum Inc.’s common stock listing?

The filing restates that D-Wave Quantum Inc.’s common stock, par value $0.0001 per share, trades under the symbol QBTS on The Nasdaq Stock Market LLC. It does not describe any change to this listing.

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

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Available on EDGAR 09/10/2026 - 04:37 PM EDT Accepted by SEC EDGAR 09/10/2026 - 04:36 PM EDT Learn about SEC filing dates

0001907982FALSE00019079822026-09-102026-09-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________

FORM 8-K

_____________________________________________________________

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 10, 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

Item 8.01 Other Events.

On September 10, 2026, D-Wave Quantum Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the prospectus included in the Company’s registration statement on Form S-3ASR filed with the SEC on January 20, 2026 (File No. 333-292825) (the “Registration Statement”), covering the resale by the United States Department of Commerce of an aggregate of 7,095,721 shares of the Company's common stock, par value $0.0001 per share. A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the shares covered by the prospectus supplement is filed herewith as Exhibit 5.1, and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
5.1						Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
23.1						Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 10, 2026			D-Wave Quantum Inc.
			By:			/s/ Alan Baratz
			Name:			Alan Baratz
			Title:			President & Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EX-5.1 9.4 KB
• 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