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D-Wave Quantum Inc.

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

QBTS$10.68+18.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0001907982-25-000090

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001907982-25-000181

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 77 previous paragraphs and 101 current paragraphs.

45 unchanged; 23 reworded; 26 added; 9 removed; 0 previous and 7 current paragraphs rearranged.

Tables are not compared: 2 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (26)

Current report

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which includes permanent extensions of most expiring Tax Cuts and Jobs Act provisions and international tax changes. The Company is still evaluating the potential impacts of the OBBBA; however, the Company does not anticipate it will have a material impact on the Company’s financial statements.

Current report

While we expect that QCaaS revenue would increase both in dollar terms and as a share of total revenue (excluding system sales), as of the end of the period covered by this Form 10-Q, professional services revenue has grown more rapidly—both in dollar terms and as a share of total revenue (excluding system sales). This increase reflects our continued efforts to promote our QCaaS cloud platform by supporting customers through the development and deployment of quantum applications. Customers often engage with our professional service team to gain the knowledge and support needed to effectively use our QCaaS cloud platform. We continue to view professional services as a strategic enabler for long-term QCaaS growth. Meanwhile, quantum computing system revenue may still impact our overall product mix in periods when recognized, although this revenue is expected to remain irregular and intermittent.

Current report

Comparison of the Three Months Ended June 30, 2025 and 2024

Current report

Revenue increased by $0.9 million, or 42%, to $3.1 million for the three months ended June 30, 2025 as compared to $2.2 million for the three months ended June 30, 2024. The increase was primarily driven by revenue from a system upgrade project of $1.0 million and an increase in professional service revenue of $0.4 million, partially offset by a decrease in QCaaS revenue of $0.5 million. Revenue from system upgrade projects is recognized over time using an input method, measuring progress based on costs incurred to date relative to total estimated costs.

Current report

Cost of revenue increased by $0.3 million, or 41%, to $1.1 million for the three months ended June 30, 2025 as compared to $0.8 million for the three months ended June 30, 2024. The increase in cost of revenue was primarily due to an increase in infrastructure costs of $0.2 million, system upgrade related costs of $0.1 million and an increase in stock-based compensation expense of $0.1 million.

Current report

Research and development expenses increased by $4.3 million, or 52%, to $12.7 million for the three months ended June 30, 2025 compared to $8.4 million for the three months ended June 30, 2024. The increase was primarily driven by increases in fabrication costs of $1.6 million, personnel expenses of $1.2 million, stock-based compensation expense of $1.1 million, and professional fees of $0.2 million.

Current report

General and administrative expenses increased by $1.7 million, or 22%, to $9.2 million for the three months ended June 30, 2025 as compared to $7.5 million for the three months ended June 30, 2024. The increase was primarily driven by increases in professional fees of $1.2 million, personnel expenses of $1.0 million and stock-based compensation expense of $0.8 million, partially offset by decreases in bad debt expenses of $1.2 million, due primarily to recovery of the Zapata Note (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policiesand Note 4 - Balance sheet details to the accompanying condensed consolidated financial statements).

Current report

Gain on investment in marketable securities was zero for the three months ended June 30, 2025 as compared to a loss of $0.2 million for the three months ended June 30, 2024. The loss for the three months ended June 30, 2024 resulted from the decrease in fair value of the conversion feature of the Zapata convertible notes (see Note 4 - Balance sheet details to the accompanying condensed consolidated financial statements). There was no similar activity for the three months ended June 30, 2025.

Current report

Revenue increased by $13.4 million, or 289%, to $18.1 million for the six months ended June 30, 2025 as compared to $4.6 million for the six months ended June 30, 2024. The increase was primarily driven by system sales of $13.7 million and an increase in professional service revenue of $0.5 million, partially offset by a decrease in QCaaS revenue of $0.7 million.

Current report

Research and development expenses increased by $6.1 million, or 36%, to $23.0 million for the six months ended June 30, 2025 compared to $16.9 million for the six months ended June 30, 2024. The increase was primarily driven by an increase in fabrication costs of $2.0 million, personnel costs of $1.9 million and stock-based compensation expense of $1.4 million, professional fees of $0.3 million and travel expenses of $0.2 million.

Current report

General and administrative expenses increased by $2.1 million, or 14%, to $17.1 million for the six months ended June 30, 2025 as compared to $15.0 million for the six months ended June 30, 2024. The increase was primarily driven by increases in professional fees of $1.5 million, personnel expenses of $1.3 million and stock-based compensation expense of $0.7 million, partially offset by a decrease in bad debt expenses of $1.3 million, due primarily to recovery of the Zapata Note (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policiesand Note 4 - Balance sheet details to the accompanying condensed consolidated financial statements).

Current report

Sales and marketing expenses increased by $6.1 million, or 81%, to $13.6 million for the six months ended June 30, 2025 as compared to $7.5 million for the six months ended June 30, 2024. The increase was primarily driven by increases in personnel costs of $3.4 million, marketing expenses of $1.3 million, stock-based compensation expense of $0.8 million and travel expenses of $0.2 million.

Current report

On June 10, 2025, the Company entered into another at-the-market sales agreement (the "$400M ATM") with Needham & Company, LLC, Evercore Group L.L.C., TD Securities (USA) LLC, Canaccord Genuity LLC, Mizuho Securities USA LLC, Piper Sandler & Co., Craig-Hallum Capital Group LLC and Rosenblatt Securities Inc. (collectively, the “$400M ATM Agents”). Under this agreement, the Company could sell shares of its common stock with an aggregate offering price of up to $400.0 million through or to the $400M ATM Agents. As of June 30, 2025, the Company has received $390.6 million in net proceeds through the issuance of 26,344,831 Common Shares. As of June 30, 2025, D-Wave had completed 100% of the issuances available under the $400M ATM.

Current report

During the six months ended June 30, 2025, 8,636,509 Warrants were exercised by holders in accordance with the terms of the Warrant Agreement. As a result of these exercises, the Company issued 12,558,471 Common Shares, in exchange for cash proceeds of$99.3 million.

Current report

Revenue from system upgrade projects is recognized over time using an input method, measuring progress based on costs incurred to date relative to total estimated costs. This method is applied to upgrade projects that span multiple reporting periods and meet the over-time revenue recognition criteria under ASC 606. The estimation of total project costs requires significant judgment and is based on various factors, including historical cost experience, anticipated labor productivity, and the complexity of the work to be performed. These cost estimates are reassessed regularly throughout the life of the project, and any changes in estimates are accounted for in the period in which the change is identified. Revisions to total estimated costs can affect the amount and timing of revenue recognized, and may result in cumulative catch-up adjustments to revenue in the period of change. If estimates indicate that a contract will result in a loss, the entire estimated loss is recognized immediately in cost of revenue.
Removed paragraphs (9)

Previous report

We expect that QCaaS revenue, as a percentage of total revenue, will increase due to an increasing number of QCaaS agreements being driven by the completion of professional services engagements yielding production applications that require QCaaS services, as well as by customers that choose to access our Leap cloud service without utilizing our professional services organization. Quantum computing system revenue may have an outsized impact on our revenue and shift our product mix during the period when such revenue is recognized, though this revenue is expected to be irregular and intermittent.

Previous report

Revenue increased by $12.5 million, or 509%, to $15.0 million for the three months ended March 31, 2025 as compared to $2.5 million for the three months ended March 31, 2024. The increase was primarily driven by system sales of $12.6 million. QCaaS and professional service revenue remained consistent to the prior year.

Previous report

Research and development expenses increased by $1.8 million, or 21%, to $10.3 million for the three months ended March 31, 2025 compared to $8.5 million for the three months ended March 31, 2024. The increase was primarily driven by an increase in personnel costs of $0.7 million, fabrication costs of $0.4 million and stock-based compensation expense of $0.3 million.

Previous report

General and administrative expenses increased by $0.4 million, or 5%, to $8.0 million for the three months ended March 31, 2025 as compared to $7.6 million for the three months ended March 31, 2024. The increase was primarily driven by increases in professional fees of $0.3 million and personnel expenses of $0.3 million, partially offset by a decrease in insurance expense of $0.2 million.
Reworded paragraphs (23)

Previous wording

We are a commercial quantum computing company that provides customers with a full suite of professional services and web-based access to our superconducting quantum computer systems, integrated software environment through our Leap TM quantum cloud service, and sells superconducting annealing quantum computer systems. Historically, we have developed our own annealing superconducting quantum computer and associated software, and our current generation quantum system is the D-Wave Advantage TM system. We are a leader in the development and delivery of quantum computing systems, software and services, and we are the world’s first commercial supplier of quantum computers.

Current wording

We are a commercial quantum computing company that provides customers with a full suite of professional services and web-based access to our superconducting quantum computer systems, integrated software environment through our Leap TM quantum cloud service, and sells superconducting annealing quantum computer systems. Historically, we have developed our own annealing superconducting quantum computer and associated software, and our current generation quantum system is the D-Wave Advantage2 TM system. We are a leader in the development and delivery of quantum computing systems, software and services, and we are the world’s first commercial supplier of quantum computers.

Previous wording

During the three months ended March 31, 2025 and 2024, we generated revenue totaling $15.0 million and $2.5 million, respectively. We have incurred significant operating losses since inception. For the three months ended March 31, 2025 and 2024, our net losses were $5.4 million and $17.3 million, respectively. We expect to continue to incur significant losses for the foreseeable future as we continue to invest in a number of research and development programs as well as a variety of go-to-market initiatives. As of March 31, 2025, we had an accumulated deficit of $632.4 million.

Current wording

During the three months ended June 30, 2025 and 2024, we generated revenue totaling $3.1 million and $2.2 million, respectively. During the six months ended June 30, 2025 and 2024, we generated revenue totaling $18.1 million and $4.6 million, respectively. We have incurred significant operating losses since inception. For the three months ended June 30, 2025 and 2024, our net losses were $167.3 million and $17.8 million, respectively. For the six months ended June 30, 2025 and 2024, our net losses were $172.8 million and $35.1 million, respectively. We expect to continue to incur significant losses for the foreseeable future as we continue to invest in a number of research and development programs as well as a variety of go-to-market initiatives. As of June 30, 2025, we had an accumulated deficit of $799.7 million.

Previous wording

Revenue from quantum computing system sales is recognized at a point in time when control transfers to the customer, typically upon delivery or installation, based on the terms of the sales contract.

Current wording

Revenue from quantum computing system sales is recognized at a point in time when control transfers to the customer, typically upon delivery or installation, based on the terms of the sales contract. Revenue from system upgrade projects is recognized over time using an input method, measuring progress based on costs incurred to date relative to total estimated costs. This approach is applied to upgrade projects that span multiple reporting periods and meet the criteria for over-time revenue recognition in accordance with ASC 606. Both revenue from quantum computing system sales and revenue from system upgrade projects are classified within system sales in our financial statements.

Previous wording

We expect our total cost of revenue to trend upward in absolute dollars in future periods, corresponding to our anticipated growth in revenue and the higher costs that are necessary to support our customers, maintain the QCaaS cloud offering, operate our quantum computing systems, and deliver our professional services. We expect our cost of revenue as a percentage of total revenue to trend downward over time due to a higher mix of QCaaS revenue that has a lower cost to deliver compared to professional service revenue.

Current wording

We expect our total cost of revenue to trend upward in absolute dollars in future periods, corresponding to our anticipated growth in revenue and the higher costs that are necessary to support our customers, maintain the QCaaS cloud offering, operate our quantum computing systems, and deliver our professional services. In the short term, we expect an increase in our cost of revenue as a percentage of total revenue, driven by a higher proportion of professional services, which carry higher delivery costs compared to QCaaS. However, over the long term, we expect this percentage to decline as QCaaS makes up a larger share of our revenue mix, given its lower delivery cost relative to professional services.

Previous wording

We expect our research and development expenses will trend upward on an absolute dollar basis for the foreseeable future as we continue to invest in research and development efforts to enhance the performance of our annealing quantum computers, to complete the development of our gate model quantum computer, and to broaden the functionality, improve the reliability, availability and scalability of our QCaaS cloud platform. If in the future we receive government grants and research incentives, which have historically offset a portion of research and development costs, these costs could decrease in absolute dollars. Also, non-cash share based compensation expenses may cause downward fluctuations in these costs from time to time.

Current wording

We expect our research and development expenses will trend upward on an absolute dollar basis for the foreseeable future as we continue to invest in research and development efforts to enhance the performance of our annealing quantum computers, further develop our gate model quantum computer, advance our superconducting bump bond process, upgrade our printed circuit board packaging manufacturing, and to broaden the functionality, and improve the reliability, availability and scalability of our QCaaS cloud platform. If in the future we receive government grants and research incentives, which have historically offset a portion of research and development costs, these costs could decrease in absolute dollars. Also, non-cash share based compensation expenses may cause upward and downward fluctuations in these costs from time to time.

Previous wording

Sales and marketing expenses increased by $3.8 million, or 124%, to $6.9 million for the three months ended March 31, 2025 as compared to $3.1 million for the three months ended March 31, 2024. The increase was primarily driven by increases in personnel costs of $2.1 million, marketing expenses of $1.1 million and stock-based compensation expense of $0.3 million.

Current wording

Sales and marketing expenses increased by $2.2 million, or 51%, to $6.6 million for the three months ended June 30, 2025 as compared to $4.4 million for the three months ended June 30, 2024. The increase was primarily driven by increases in personnel costs of $1.3 million, stock-based compensation expense of $0.5 million and marketing expenses of $0.2 million.

Previous wording

Interest expense decreased by $0.9 million, or 80%, to $0.2 million for the three months ended March 31, 2025 as compared to $1.1 million for the three months ended March 31, 2024. The decrease is primarily due to interest expenses related tothe Term Loan and Security Agreement ("Term Loan") with PSPIB Unitas Investments II Inc. ("PSPIB" or the "Lender"). The Company fully repaid and extinguished the Term Loan on October 22, 2024, including $30.0 million in principal and $4.3 million in accrued payable in kind ("PIK") interest. Refer to Note 6 - Loans payable, net to the accompanying condensed consolidated financial statements for further details.

Current wording

Interest expense decreased by $1.0 million, or 82%, to $0.2 million for the three months ended June 30, 2025 as compared to $1.2 million for the three months ended June 30, 2024. The decrease is primarily due to interest expenses related to the Term Loan and Security Agreement ("Term Loan") with PSPIB Unitas Investments II Inc. ("PSPIB" or the "Lender"). The Company fully repaid and extinguished the Term Loan on October 22, 2024, including $30.0 million in principal and $4.3 million in accrued payable in kind ("PIK") interest. Refer to Note 6 - Loans payable, net to the accompanying condensed consolidated financial statements for further details.

Previous wording

Change in fair value of Term Loan was zero for the three months ended March 31, 2025 as compared to $1.2 million for the three months ended March 31, 2024. On April 13, 2023, the Company entered into a Term Loan with PSPIB. The Company opted for the fair value option for accounting for the Term Loan (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policiesto the accompanying condensed consolidated financial statements). Changes in the fair value of the Term Loan, excluding changes due to the Company's own credit risk, were recorded as gains or losses in the Company’s condensed consolidated statements of operations and comprehensive loss in each reporting period. The fair value of the Term Loan varied primarily based on the market yield rate, market yield volatility and the probabilities of various settlement scenarios. The Company fully repaid and extinguished the Term Loan on October 22, 2024; as a result, no fair value change was recorded for the three months ended March 31, 2025.

Current wording

Change in fair value of Term Loan was zero for the three months ended June 30, 2025 as compared to an increase of $0.3 million for the three months ended June 30, 2024. On April 13, 2023, the Company entered into a Term Loan with PSPIB. The Company opted for the fair value option for accounting for the Term Loan (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policiesto the accompanying condensed consolidated financial statements). Changes in the fair value of the Term Loan, excluding changes due to the Company's own credit risk, were recorded as gains or losses in the Company’s condensed consolidated statements of operations and comprehensive loss in each reporting period. The fair value of the Term Loan varied primarily based on the market yield rate, market yield volatility and the probabilities of various settlement scenarios. The Company fully repaid and extinguished the Term Loan on October 22, 2024; as a result, no fair value change was recorded for the three months ended June 30, 2025.

Previous wording

The fair value of warrant liabilities decreased to $3.9 million for the three months ended March 31, 2025 as compared to an increase of $2.7 million for the three months ended March 31, 2024. The fair value of the warrant liabilities varies primarily with the trading price of the Public Warrants listed on the New York Stock Exchange (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policiesand Note 7 - Warrant Liabilities to the accompanying condensed consolidated financial statements). As the trading price of the Public Warrants declined during the three months ended March 31, 2025, generally in correlation with the trading price of the Company’s common stock, the fair value of the warrant liabilities also decreased.

Current wording

The change in fair value of warrant liabilities was an increase of $142.0 million for the three months ended June 30, 2025 as compared to a decrease of $2.2 million for the three months ended June 30, 2024. The fair value of the warrant liabilities varies primarily with the trading price of the Public Warrants listed on the New York Stock Exchange (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policiesand Note 7 - Warrant Liabilities to the accompanying condensed consolidated financial statements). The trading price of the Public Warrants increased during the three months ended June 30, 2025, generally correlated with the appreciation of the Company’s common stock, resulting in a corresponding increase in the fair value of the warrant liabilities.

Previous wording

Other income (expense), net increased by $1.0 million or 89%, to a net other income of $2.2 million for the three months ended March 31, 2025 as compared to net other expense of $1.1 million for the three months ended March 31, 2024. The increase was primarily driven by an increase in interest income of $2.8 million due primarily to interest earned on higher cash and cash equivalent balances, partially offset by the impact of net foreign exchange loss of $1.8 million driven by depreciation of the U.S. Dollar against certain foreign currencies.

Current wording

Other income (expense), net increased by $1.0 million or 212%, to a net other expense of $1.4 million for the three months ended June 30, 2025 as compared to net other income of $0.5 million for the three months ended June 30, 2024. The increase was primarily driven by an increase in interest income of $4.1 million due primarily to interest earned on higher cash and cash equivalent balances, partially offset by the impact of net foreign exchange loss of $3.1 million driven by depreciation of the U.S. Dollar against certain foreign currencies.

Previous wording

Cost of revenue increased by $0.3 million, or 39%, to $1.1 million for the three months ended March 31, 2025 as compared to $0.8 million for the three months ended March 31, 2024. The increase in cost of revenue was primarily due to system sales-related costs.

Current wording

Cost of revenue increased by $0.6 million, or 40%, to $2.2 million for the six months ended June 30, 2025 as compared to $1.6 million for the six months ended June 30, 2024. The increase in cost of revenue was primarily due to system sales-related costs of $0.3 million and an increase in infrastructure costs of $0.3 million.

Previous wording

Gain on investment in marketable equity securities decreased by $1.7 million for the three months ended March 31, 2025 as compared to $1.7 million for the three months ended March 31, 2024. On January 5, 2024, an investee of the Company was acquired for a combination of cash and stock in an observable orderly transaction. Consequently, the carrying value of the Company's investment was adjusted based on the consideration received, resulting in a net gain of $1.7 million, partially offset by a loss associated with the fair value of the conversion feature of the Zapata Note. There was no similar activity for the three months ended March 31, 2025.

Current wording

Gain on investment in marketable securities was zero for the six months ended June 30, 2025 as compared to $1.5 million for the six months ended June 30, 2024. On January 5, 2024, an investee of the Company was acquired for a combination of cash and stock in an observable orderly transaction. Consequently, the carrying value of the Company's investment was adjusted based on the consideration received, resulting in a net gain of $1.7 million, partially offset by a loss associated with the fair value of the conversion feature of the Zapata Note. There was no similar activity for the six months ended June 30, 2025.

Previous wording

In conjunction with the Merger with DPCM, the Company and D-Wave Systems entered into a purchase agreement with Lincoln Park Capital Fund, LLC on June 16, 2022 (the "Purchase Agreement") which provides D-Wave the sole right, but not the obligation, to direct Lincoln Park to buy specified dollar amounts up to$150 million of D-Wave's common stock, par value $0.0001 per share through November 1, 2025. The Purchase Agreement may provide the Company and D-Wave with additional liquidity to fund the business, subject to the conditions set forth in the agreement, including volume limitations tied to periodic market prices, ownership limitations restricting Lincoln Park from owning more than 9.9% of the then total outstanding share of common stock of the Company, par value $0.0001, (the "Common Shares") and a floor price of $1.00 at or below which the Company may not sell to Lincoln Park any Common Shares. When the Company sells shares to Lincoln Park, Lincoln Park may resell all, some, or none of those Common Shares at any time or from time to time in its sole discretion. In order for the Company to issue Common Shares under the Purchase Agreement, the Company's share price must be above the floor price of $1.00. There is no assurance that the floor price will not fall below $1.00 preventing the Company from being able to make sales to Lincoln Park in the future. During the three months ended March 31, 2025, the Company did not issue any Common Shares to Lincoln Park under the Purchase Agreement. As of March 31, 2025, D-Wave had $37.8 million of issuance capacity under the Purchase Agreement.

Current wording

In conjunction with the Merger with DPCM, the Company and D-Wave Systems entered into a purchase agreement with Lincoln Park Capital Fund, LLC ("Lincoln Park") on June 16, 2022 (the "Purchase Agreement") which provided D-Wave the sole right, but not the obligation, to direct Lincoln Park to buy specified dollar amounts up to$150 million of D-Wave's common stock, par value $0.0001 per share through November 1, 2025. The Purchase Agreement provided the Company with additional liquidity to fund the business, subject to the conditions set forth in the agreement, including volume limitations tied to periodic market prices, ownership limitations restricting Lincoln Park from owning more than 9.9% of the then total outstanding shares of common stock of the Company, par value $0.0001 (the "Common Shares") and a floor price of $1.00 at or below which the Company could not sell to Lincoln Park any Common Shares. For shares sold by the Company to Lincoln Park, Lincoln Park may resell all, some, or none of those Common Shares at any time or from time to time in its sole discretion. In order for the Company to issue Common Shares under the Purchase Agreement, the Company's share price was required to be above the floor price of $1.00. During the six months ended June 30, 2025, the Company issued 3,873,113 Common Shares to Lincoln Park under the Purchase Agreement, resulting in $37.8 million of net proceeds. As of June 30, 2025, D-Wave had completed 100% of the issuances available under the Purchase Agreement.

Previous wording

On May 24, 2024, the Company entered into an at-the-market sales agreement (the "$100M ATM") with Needham & Company, LLC, B. Riley Securities, Inc., and Roth Capital Partners, LLC (the "$100M ATM Agents"). Under this agreement, the Company could sell shares of its common stock with an aggregate offering price of up to $100.0 million through or to the $100M ATM Agents. During the year ended December 31, 2024, the Company has received $97.2 million in net proceeds through the issuance of 49,812,287 Common Shares. As of March 31, 2025, D-Wave had zero issuance capacity under the $100M ATM.

Current wording

On May 24, 2024, the Company entered into an at-the-market sales agreement (the "$100M ATM") with Needham & Company, LLC, B. Riley Securities, Inc., and Roth Capital Partners, LLC (the "$100M ATM Agents"). Under this agreement, the Company could sell shares of its common stock with an aggregate offering price of up to $100.0 million through or to the $100M ATM Agents. During the year ended December 31, 2024, the Company received $97.2 million in net proceeds through the issuance of 49,812,287 Common Shares. As of June 30, 2025, D-Wave had completed 100% of the issuances available under the $100M ATM.

Previous wording

On December 9, 2024, the Company entered into a new at-the-market sales agreement (the "$75M ATM") with Needham & Company, LLC, Roth Capital Partners, LLC, B. Riley Securities, Inc., and Craig-Hallum Capital Group, LLC (the "$75M ATM Agents"). Under this agreement, the Company could sell shares of its common stock with an aggregate offering price of up to $75.0 million through or to the $75M ATM Agents. During the year ended December 31, 2024, the Company has received $72.9 million in net proceeds through the issuance of 15,576,628 Common Shares. As of March 31, 2025, D-Wave had zero issuance capacity under the $75M ATM.

Current wording

On December 9, 2024, the Company entered into a new at-the-market sales agreement (the "$75M ATM") with Needham & Company, LLC, Roth Capital Partners, LLC, B. Riley Securities, Inc., and Craig-Hallum Capital Group, LLC (the "$75M ATM Agents"). Under this agreement, the Company could sell shares of its common stock with an aggregate offering price of up to $75.0 million through or to the $75M ATM Agents. During the year ended December 31, 2024, the Company received $72.9 million in net proceeds through the issuance of 15,576,628 Common Shares. As of June 30, 2025, D-Wave had completed 100% of the issuances available under the $75M ATM.

Previous wording

On January 10, 2025, the Company entered into another at-the-market sales agreement (the "$150M ATM") with Needham & Company, LLC, Stifel, Nicolaus & Company, Incorporated, B. Riley Securities, Inc., Roth Capital Partners, LLC, The Benchmark Company, LLC, and Craig-Hallum Capital Group, LLC (the "$150M ATM Agents"). Under this agreement, the Company could sell shares of its common stock with an aggregate offering price of up to $150.0 million through or to the $150M ATM Agents. As of March 31, 2025, the Company has received $146.1 million in net proceeds through the issuance of 24,604,021 Common Shares. As of March 31, 2025, D-Wave had zero issuance capacity under the $150M ATM.

Current wording

On January 10, 2025, the Company entered into another at-the-market sales agreement (the "$150M ATM") with Needham & Company, LLC, Stifel, Nicolaus & Company, Incorporated, B. Riley Securities, Inc., Roth Capital Partners, LLC, The Benchmark Company, LLC, and Craig-Hallum Capital Group, LLC (the "$150M ATM Agents"). Under this agreement, the Company could sell shares of its common stock with an aggregate offering price of up to $150.0 million through or to the $150M ATM Agents. As of June 30, 2025, the Company has received $146.1 million in net proceeds through the issuance of 24,604,021 Common Shares. As of June 30, 2025, D-Wave had completed 100% of the issuances available under the $150M ATM.

Previous wording

Sales under these agreements are classified as "at-the-market" equity offerings under Rule 415(a)(4) of the Securities Act and may be conducted on the NYSE or other trading platforms. The $100M ATM Agents, $75M ATM Agents and $150M ATM Agents (collectively, the "Agents") used commercially reasonable efforts to sell shares based on the Company’s instructions. The compensation to the Agents was up to 3.0% of the gross sales price, along with expense reimbursements. The Company has also agreed to provide indemnification against certain liabilities under the Securities Act.

Current wording

Sales under these agreements are classified as "at-the-market" equity offerings under Rule 415(a)(4) of the Securities Act and may be conducted on the NYSE or other trading platforms. The $100M ATM Agents, $75M ATM Agents, $150M ATM Agents and $400M ATM Agents (collectively, the "Agents") used commercially reasonable efforts to sell shares based on the Company’s instructions. The compensation to the Agents was up to 3.0% of the gross sales price, along with expense reimbursements. The Company has also agreed to provide indemnification against certain liabilities under the Securities Act.

Previous wording

The Company was not obligated to sell shares under these agreements. Each agreement could have been terminated by:(a) the election of the Agents upon the occurrence of certain adverse events, (b) five business days’ advance notice from the Company to the Agents or five days’ advance notice from any of the Agents to the Company or (c) otherwise by mutual agreement of the parties pursuant to the terms of the various sales agreements.

Current wording

The Company was not obligated to sell shares under any of these agreements. Each agreement could have been terminated by:(a) the election of the applicable Agents upon the occurrence of certain adverse events, (b) five business days’ advance notice from the Company to the applicable Agents or five days’ advance notice from any of the applicable Agents to the Company or (c) otherwise by mutual agreement of the parties pursuant to the terms of the applicable sales agreement.

Previous wording

In addition, we successfully repaid a significant portion of our outstanding debt obligations, including the Term Loan with PSPIB, a related party to a major shareholder of the Company as of December 31, 2024, that was initially entered into on April 13, 2023 (the "Closing Date"). The Term Loan, outlined in Note 6 - Loans payable, net to the condensed consolidated financial statements, provided for$50.0 million in three tranches, subject to certain terms and conditions. The Company drew down two tranches totaling $30.0 million and, on October 22, 2024, the Company had prepaid the entire the Term Loan, including $30.0 million in principal and $4.3 million in accrued PIK interest.

Current wording

In addition, we successfully repaid a significant portion of our outstanding debt obligations, including the Term Loan with PSPIB, a related party to a major shareholder of the Company as of December 31, 2024, that was initially entered into on April 13, 2023 (the "Closing Date"). The Term Loan, outlined in Note 6 - Loans payable, net to the condensed consolidated financial statements, provided for$50.0 million in three tranches, subject to certain terms and conditions. The Company drew down two tranches totaling $30.0 million and, on October 22, 2024, the Company had prepaid the entire Term Loan, including $30.0 million in principal and $4.3 million in accrued PIK interest.

Previous wording

For the three months ended March 31, 2025, net cash used in operating activities was $19.3 million, an increase of $7.2 million from $12.1 million for the three months ended March 31, 2024. The change is primarily due to a decrease in noncash items added back to net loss of $2.7 million and a decrease in cash absorbed by working capital of $16.4 million (primarily related to recognition of deferred revenue), offset by a decrease in net loss of $11.9 million. The decrease in noncash items was primarily due to a decrease in change in fair value of warrant liabilities of $6.6 million and a decrease in non-cash interest expense of $0.9 million, partially offset by a decrease in a gain on marketable securities of $1.7 million, an increase in change in fair value of Term Loan of $1.2 million, a decrease in unrealized foreign exchange gain of $1.1 million. The decrease in working capital was primarily driven by an increased change in deferred revenue of $12.8 million and a decreased change in accrued expenses and other current liabilities of $4.9 million, partially offset by a decreased change in trade accounts payable of $0.8 million.

Current wording

For the six months ended June 30, 2025, net cash used in operating activities was $34.6 million, an increase of $8.0 million from $26.6 million for the six months ended June 30, 2024. The change is primarily due to an increase in noncash items added back to net loss of $144.9 million, offset by an increase in net loss of $137.7 million and a decrease in cash absorbed by working capital of $15.2 million (primarily related to recognition of deferred revenue). The increase in noncash items was primarily due to an increase in change in fair value of warrant liabilities of $137.6 million, an increase in unrealized foreign exchange loss of $3.3 million and an increase in stock-based compensation of $2.9 million. The decrease in cash absorbed by working capital was primarily driven by an increased change in deferred revenue of $13.7 million and an increased change in prepaid expenses and other current assets.

Previous wording

Net cash used in investing activities during the three months ended March 31, 2025 was $0.5 million, a decrease of $0.7 million from $1.2 million for the three months ended March 31, 2024. The decrease primarily reflects the absence of a $1.0 million purchase of a convertible note and $0.3 million in proceeds from sales of marketable equity securities, both of which occurred during the three months ended March 31, 2024, but not in the current period.

Current wording

Net cash used in investing activities during the six months ended June 30, 2025 was $0.4 million, a decrease of $1.5 million from $1.8 million for the six months ended June 30, 2024. The decrease primarily reflects the absence of a $1.0 million purchase of a convertible note, partially offset by the absence of $0.3 million in proceeds from sales of marketable securities and an increase in purchase of property and equipment of $0.3 million. Both the purchase of a convertible note and sales of marketable securities occurred during the six months ended June 30, 2024, but not in the current period.

Previous wording

Net cash provided by financing activities during the three months ended March 31, 2025 was $145.6 million, an increase of $146.3 million from $(0.7) million for the three months ended March 31, 2024. The increase is primarily due to an increase in proceeds from the issuance of common stock pursuant to the $150M ATM of $146.1 million.

Current wording

Net cash provided by financing activities during the six months ended June 30, 2025 was $675.0 million, an increase of $647.1 million from $27.9 million for the six months ended June 30, 2024. The increase is primarily due to an increase in proceeds from the issuance of common stock pursuant to at-the-market offerings of $527.6 million, an increase in proceeds from issuance of common stock upon exercise of Warrants of $99.3 million, an increase in proceeds from the issuance of common stock pursuant to the Purchase Agreement with Lincoln Park of $17.5 million and an increase in proceeds from the issuance of common stock upon exercise of stock options of $6.8 million, partially offset by an increase in payment of tax withheld pursuant to stock-based compensation settlements of $4.3 million.

Previous wording

There have been no material changes to our critical accounting policies from those disclosed in our"Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

Except as noted below, there have been no material changes to our critical accounting policies from those disclosed in the “Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” section of our Annual Report on Form 10-K for the year ended December 31, 2024.
Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

The following table sets forth our results of operations for the periods indicated (in thousands):

Current report — wording carried from elsewhere

Interest expense decreased by $1.9 million, or 81%, to $0.4 million for the six months ended June 30, 2025 as compared to $2.3 million for the six months ended June 30, 2024. The decrease is primarily due to interest expenses related tothe Term Loan and Security Agreement ("Term Loan") with PSPIB Unitas Investments II Inc. ("PSPIB" or the "Lender"). The Company fully repaid and extinguished the Term Loan on October 22, 2024, including $30.0 million in principal and $4.3 million in accrued payable in kind ("PIK") interest. Refer to Note 6 - Loans payable, net to the accompanying condensed consolidated financial statements for further details.

Current report — wording carried from elsewhere

Change in fair value of Term Loan

Current report — wording carried from elsewhere

Change in fair value of Term Loan was zero for the six months ended June 30, 2025 as compared to $0.9 million for the six months ended June 30, 2024. On April 13, 2023, the Company entered into a Term Loan with PSPIB. The Company opted for the fair value option for accounting for the Term Loan (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policiesto the accompanying condensed consolidated financial statements). Changes in the fair value of the Term Loan, excluding changes due to the Company's own credit risk, were recorded as gains or losses in the Company’s condensed consolidated statements of operations and comprehensive loss in each reporting period. The fair value of the Term Loan varied primarily based on the market yield rate, market yield volatility and the probabilities of various settlement scenarios. The Company fully repaid and extinguished the Term Loan on October 22, 2024; as a result, no fair value change was recorded for the six months ended June 30, 2025.

Current report — wording carried from elsewhere

Change in fair value of warrant liabilities

Current report — wording carried from elsewhere

The change in fair value of warrant liabilities was an increase of $138.1 million for the six months ended June 30, 2025 as compared to an increase of $0.5 million for the six months ended June 30, 2024. The fair value of the warrant liabilities varies primarily with the trading price of the Public Warrants listed on the New York Stock Exchange (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policiesand Note 7 - Warrant Liabilities to the accompanying condensed consolidated financial statements). The trading price of the Public Warrants increased during the six months ended June 30, 2025, generally in line with the appreciation of the Company’s common stock, resulting in a corresponding increase in the fair value of the warrant liabilities.

Current report — wording carried from elsewhere

Other income (expense), net increased by $2.0 million or 124%, to a net other income of $3.6 million for the six months ended June 30, 2025 as compared to a net other income of $1.6 million for the six months ended June 30, 2024. The increase was primarily driven by an increase in interest income of $6.9 million due primarily to interest earned on higher cash and cash equivalent balances, partially offset by the impact of net foreign exchange loss of $4.9 million driven by depreciation of the U.S. Dollar against certain foreign currencies.