D-Wave Quantum Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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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.
Sep 30, 2025 · Filed Nov 6, 2025
QBTS$10.68+18.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001907982-25-000251
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 101 previous paragraphs and 108 current paragraphs.
66 unchanged; 33 reworded; 9 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 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 (9)
Current report
We are focused on the development and delivery of quantum computing systems, software, and services. We were the world’s first commercial supplier of quantum computers, and it is the only company building both annealing and gate-model quantum computers. Our superconducting quantum computers provide sub-second response times and can be deployed on-premises or accessed through its Leap TM quantum cloud service, which offers 99.9% availability and uptime. Customers apply our technology to address use cases spanning optimization, artificial intelligence, research and more. Our current sixth-generation annealing quantum computing system is named Advantage2 TM.
Current report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Current report
Equipment Financing Agreement
Current report
On August 1, 2025, we entered into an equipment financing agreement that provides a conditional commitment of$13.8 million to finance certain capital equipment purchases (the "Equipment Financing Agreement"). We drew$0.5 million at signing, and the remaining commitment is available until February 1, 2027, extendable to August 1, 2027 if utilization thresholds are met.
Current report
As part of the arrangement, we paid a 1% commitment fee and issued a ten-year warrant to the lender, the financial institution providing the Equipment Financing Agreement (the “Lender”), to purchase 21,563 Common Shares at $16.05 per share. A non-utilization fee of 3% applies to the undrawn portion of the first$11.5 million at maturity. Each financing schedule carries a fixed rate determined at draw, currently based on a 3.4% spread over the Prime Rate (10.9% on the initial draw).
Current report
For accounting purposes, the loan commitment, term loan, and warrant are treated as separate instruments. The warrant was recorded in equity at fair value, with a portion of the loan proceeds recognized as a debt discount amortized over the life of each draw. The fair value of the warrant was estimated at$0.3 million using a Black-Scholes model, reflecting a 10-year term, a 4.2% risk-free rate, and 121.7% expected volatility.
Current report
Debt issuance costs, including the commitment fee, legal expenses and warrant value, are deferred and amortized to interest expense over the loan term. The 4.0% end-of-term payment is also recognized as part of the effective yield. Any unused or terminated portions of the facility will result in immediate expensing of unamortized costs.
Current report
As of September 30, 2025, the Company had drawn $0.5 million under the Equipment Financing Agreement. The carrying amount of outstanding equipment financing at September 30, 2025 was $0.5 million, measured at amortized cost. Subsequent to the initial draw, additional draws have not occurred through the reporting date.
Current report
This financing arrangement strengthens our liquidity position and provides flexible, long-term capital to support equipment purchases while minimizing near-term dilution.
Removed paragraphs (2)
Previous report
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 report
Comparison of the Six Months Ended June 30, 2025 and 2024
Reworded paragraphs (33)
Previous 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.
Current wording
During the three months ended September 30, 2025 and 2024, we generated revenue totaling $3.7 million and $1.9 million, respectively. During the nine months ended September 30, 2025 and 2024, we generated revenue totaling $21.8 million and $6.5 million, respectively. We have incurred significant operating losses since inception. For the three months ended September 30, 2025 and 2024, our net losses were $140.0 million and $22.7 million, respectively. For the nine months ended September 30, 2025 and 2024, our net losses were $312.7 million and $57.8 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 September 30, 2025, we had an accumulated deficit of $939.7 million.
Previous wording
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 wording
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 has assessed the provisions of the OBBBA and determined that the tax changes will not have a material effect on its financial statements in the current year and are not expected to have a material effect on its financial statements for future periods.
Previous wording
We currently generate our revenue primarily through subscription sales to access our QCaaS cloud platform and professional services related to the development and implementation of quantum computing applications and delivery of quantum computing application training. The Company also sells its superconducting quantum computer systems to customers. QCaaS revenue is recognized on a ratable basis over the contract term, which generally ranges from one month to two years. Professional services revenue is recognized over time on a percentage of completion basis using the costs incurred input measure of progress.
Current wording
We currently generate our revenue through subscription sales to access our QCaaS cloud platform, professional services related to the development and implementation of quantum computing applications and delivery of quantum computing application training. The Company also sells its superconducting annealing quantum computer systems to customers. QCaaS revenue is recognized on a ratable basis over the contract term, which generally ranges from one month to two years. Professional services revenue is recognized over time on a percentage of completion basis using the costs incurred input measure of progress.
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. 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.
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 near term, we expect our gross margin to be higher through the end of 2025, primarily due to system sales recognized since the first quarter of 2025, which carry higher margins. Over the longer term, as QCaaS becomes a larger component of our revenue mix, we expect gross margin to improve, reflecting the lower delivery costs of QCaaS relative to professional services.
Previous wording
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 wording
Revenue increased by $1.9 million, or 100%, to $3.7 million for the three months ended September 30, 2025 as compared to $1.9 million for the three months ended September 30, 2024. The increase was primarily driven by revenue from a system upgrade project of $1.8 million and an increase in professional service revenue of $0.2 million, partially offset by a decrease in QCaaS revenue of $0.2 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.
Previous wording
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 wording
Cost of revenue increased by $0.2 million, or 29%, to $1.1 million for the three months ended September 30, 2025 as compared to $0.8 million for the three months ended September 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.
Previous wording
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 wording
Research and development expenses increased by $5.4 million, or 62%, to $14.1 million for the three months ended September 30, 2025 compared to $8.7 million for the three months ended September 30, 2024. The increase was primarily driven by increases in fabrication costs of $2.9 million, personnel expenses of $1.2 million, and stock-based compensation expense of $1.1 million, reflecting continued investment to advance our product roadmap.
Previous wording
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 wording
General and administrative expenses increased by $0.1 million, or 1%, to $9.4 million for the three months ended September 30, 2025 as compared to $9.3 million for the three months ended September 30, 2024. The increase was primarily driven by increases in personnel expenses of $1.1 million, stock-based compensation expense of $0.7 million and travel expenses of $0.3 million, partially offset by decreases in bad debt expenses of $1.0 million, primarily due to the write-off of the Zapata Note during the three months ended September 30, 2024, which was subsequently recovered in June 2025, and professional fees of $0.9 million. No similar expense occurred during the three months ended September 30, 2025 (see Note 4 - Balance sheet details to the accompanying condensed consolidated financial statements).
Previous 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.
Current wording
Sales and marketing expenses increased by $3.2 million, or 85%, to $6.9 million for the three months ended September 30, 2025 as compared to $3.8 million for the three months ended September 30, 2024. The increase was primarily driven by increases in personnel costs of $1.8 million, stock-based compensation expense of $0.6 million and marketing expenses of $0.6 million that resulted from our ongoing expansion of our go-to-market capabilities.
Previous 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.
Current wording
Interest expense decreased by $1.0 million, or 83%, to $0.2 million for the three months ended September 30, 2025 as compared to $1.2 million for the three months ended September 30, 2024. The decrease is primarily due to interest expenses related to the Term Loan and Security Agreement (the "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 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.
Current wording
Change in fair value of Term Loan was zero for the three months ended September 30, 2025 as compared to an increase of $1.6 million for the three months ended September 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 September 30, 2025.
Previous wording
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 wording
Gain on investment in marketable securities was $0.9 million for the three months ended September 30, 2025 as compared to a loss of $8.0 thousand for the three months ended September 30, 2024. The gain for the three months ended September 30, 2025 was attributable to the activation of an earnout provision, under which the Company received additional cash and stock consideration related to its interest in the acquired former investee (see Note 4 - Balance sheet details to the accompanying condensed consolidated financial statements). The loss for the three months ended September 30, 2024 resulted from the write-off 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 September 30, 2025.
Previous 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.
Current wording
The change in fair value of warrant liabilities was an increase of $121.9 million for the three months ended September 30, 2025 as compared to a decrease of $0.5 million for the three months ended September 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 September 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 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.
Current wording
Other income (expense), net increased by $8.8 million or 4,495%, to net other income of $9.0 million for the three months ended September 30, 2025 as compared to net other income of $0.2 million for the three months ended September 30, 2024. The increase was primarily driven by an increase in interest income of $7.9 million due primarily to interest earned on higher cash and cash equivalent balances and net foreign exchange gain of $0.8 million driven by appreciation of the U.S. Dollar against certain foreign currencies.
Previous wording
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 wording
Revenue increased by $15.3 million, or 235%, to $21.8 million for the nine months ended September 30, 2025 as compared to $6.5 million for the nine months ended September 30, 2024. The increase was primarily driven by system sales of $15.5 million and an increase in professional service revenue of $0.7 million, partially offset by a decrease in QCaaS revenue of $0.9 million.
Previous 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.
Current wording
Cost of revenue increased by $0.9 million, or 36%, to $3.3 million for the nine months ended September 30, 2025 as compared to $2.4 million for the nine months ended September 30, 2024. The increase in cost of revenue was primarily due to an increase in infrastructure costs of $0.5 million and system sales-related costs of $0.4 million.
Previous wording
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 wording
Research and development expenses increased by $11.5 million, or 45%, to $37.1 million for the nine months ended September 30, 2025 compared to $25.5 million for the nine months ended September 30, 2024. The increase was primarily driven by an increase in fabrication costs of $4.9 million, personnel costs of $3.1 million and stock-based compensation expense of $2.5 million and professional fees of $0.4 million.
Previous wording
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 wording
General and administrative expenses increased by $2.2 million, or 9%, to $26.5 million for the nine months ended September 30, 2025 as compared to $24.3 million for the nine months ended September 30, 2024. The increase was primarily driven by increases in personnel expenses of $2.4 million, stock-based compensation expense of $1.4 million, professional fees of $0.6 million and travel expenses of $0.5 million, partially offset by a decrease in bad debt expenses of $2.2 million, due primarily to recovery of the Zapata Note (see Note 4 - Balance sheet details to the accompanying condensed consolidated financial statements), facility costs of $0.4 million and insurance expenses of $0.3 million.
Previous wording
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 wording
Sales and marketing expenses increased by $9.3 million, or 82%, to $20.5 million for the nine months ended September 30, 2025 as compared to $11.2 million for the nine months ended September 30, 2024. The increase was primarily driven by increases in personnel costs of $5.3 million, marketing expenses of $1.8 million, stock-based compensation expense of $1.5 million and travel expenses of $0.3 million.
Previous wording
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 wording
Interest expense decreased by $2.8 million, or 82%, to $0.6 million for the nine months ended September 30, 2025 as compared to $3.5 million for the nine months ended September 30, 2024. The decrease is primarily due to interest expenses related tothe Term Loan with PSPIB. 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 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 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 wording
Change in fair value of Term Loan was zero for the nine months ended September 30, 2025 as compared to $0.6 million for the nine months ended September 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 nine months ended September 30, 2025.
Previous 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.
Current wording
Gain on investment in marketable securities was $0.9 million for the nine months ended September 30, 2025 as compared to $1.5 million for the nine months ended September 30, 2024. The gain for the nine months ended September 30, 2025 was attributable to the activation of an earnout provision, under which the Company received additional cash and stock consideration related to its interest in the acquired former investee (see Note 4 - Balance sheet details to the accompanying condensed consolidated financial statements). 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 nine months ended September 30, 2025.
Previous wording
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 wording
The change in fair value of warrant liabilities was an increase of $260.0 million for the nine months ended September 30, 2025 as compared to a decrease of $19.0 thousand for the nine months ended September 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 nine months ended September 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.
Previous wording
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.
Current wording
Other income (expense), net increased by $10.8 million or 601%, to a net other income of $12.5 million for the nine months ended September 30, 2025 as compared to a net other income of $1.8 million for the nine months ended September 30, 2024. The increase was primarily driven by an increase in interest income of $14.8 million due primarily to interest earned on higher cash and cash equivalent balances, partially offset by the impact of net foreign exchange loss of $4.1 million driven by depreciation of the U.S. Dollar against certain foreign currencies.
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 ("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.
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 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 nine months ended September 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 September 30, 2025, D-Wave had completed 100% of the issuances available under the Purchase Agreement.
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 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.
Current wording
On December 9, 2024, the Company entered into its second 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 September 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 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.
Current wording
On January 10, 2025, the Company entered into its third 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. During the three months ended March 31, 2025, the Company received $146.1 million in net proceeds through the issuance of 24,604,021 Common Shares. As of September 30, 2025, D-Wave had completed 100% of the issuances available under the $150M ATM.
Previous wording
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 wording
On June 10, 2025, the Company entered into its fourth 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. During the three months ended June 30, 2025, the Company received $390.6 million in net proceeds through the issuance of 26,344,831 Common Shares. As of September 30, 2025, D-Wave had completed 100% of the issuances available under the $400M ATM.
Previous wording
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 wording
During the nine months ended September 30, 2025, 12,146,144 Warrants were exercised by holders in accordance with the terms of the Warrant Agreement. As a result of these exercises, the Company issued 17,661,925 Common Shares, in exchange for cash proceeds of$139.2 million.
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 Term Loan, including $30.0 million in principal and $4.3 million in accrued PIK interest.
Current wording
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 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.
Current wording
For the nine months ended September 30, 2025, net cash used in operating activities was $53.6 million, an increase of $9.0 million from $44.7 million for the nine months ended September 30, 2024. The change is primarily due to an increase in net loss of $254.9 million and a decrease in cash absorbed by working capital of $23.8 million (primarily related to recognition of deferred revenue), offset by an increase in noncash items added back to net loss of $269.9 million. The increase in noncash items was primarily due to an increase in change in fair value of warrant liabilities of $260.0 million, an increase in stock-based compensation of $5.3 million, an increase in unrealized foreign exchange loss of $2.1 million and an increase in non-cash interest expense of $1.9 million. The decrease in cash absorbed by working capital was primarily driven by an increased change in deferred revenue of $15.6 million, an increased change in prepaid expenses and other current assets of $2.2 million, a decreased change in accrued expenses and other current liabilities of $2.7 million and an increased change in other non-current assets, net of $1.8 million.
Previous 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.
Current wording
Net cash used in investing activities during the nine months ended September 30, 2025 was $1.6 million, a decrease of $0.6 million from $2.2 million for the nine months ended September 30, 2024. The decrease primarily reflects the absence of a $1.0 million purchase of a convertible note and proceeds from recovery of previously written-off note receivable of $1.0 million, partially offset by an increase in purchase of property and equipment of $1.0 million and the absence of $0.3 million in proceeds from sales of marketable securities. Both the purchase of a convertible note and sales of marketable securities occurred during the nine months ended September 30, 2024, but not in the current period.
Previous 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.
Current wording
Net cash provided by financing activities during the nine months ended September 30, 2025 was $712.0 million, an increase of $677.2 million from $34.9 million for the nine months ended September 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 $516.1 million, an increase in proceeds from issuance of common stock upon exercise of Warrants of $139.2 million, the absence of $16.4 million in debt repayments related to the Term Loan, an increase in proceeds from the issuance of common stock upon exercise of stock options of $8.1 million, and an increase in proceeds from the issuance of common stock pursuant to the Purchase Agreement with Lincoln Park of $5.6 million, partially offset by an increase in payment of tax withheld pursuant to stock-based compensation settlements of $8.5 million.