D-Wave Quantum Inc.
For the period ended Sep 4, 2026. Filed Sep 8, 2026.
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Sep 4, 2026 · Filed Sep 8, 2026
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Contents
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Report are forward-looking, as defined in the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “believe,” “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “trend,” “estimate,” “predict,” “project,” “potential,” “seem,” “seek,” “future,” “outlook,” “forecast,” “projection,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These forward-looking statements include, but are not limited to, statements regarding the OTA, the SIA, the Award and the anticipated use of Award funds for the Project. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, the risk that the Company does not realize the anticipated benefits of the OTA and the SIA; the risk that the timing and amount of funding under the Award differs from the Company’s expectations; the risk of dilution to existing stockholders from the anticipated issuance of the Shares to the Department; the risk that the transactions are challenged or impaired by changes in law, regulation or federal administration and policy priorities; and the other risks and uncertainties described above under the caption “Risk Factors” and under “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this Report in making an investment decision, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press release, dated September 8, 2026. |
| 10.1* | Other Transaction Agreement, dated September 4, 2026 by and between D-Wave Quantum Inc. and the United States Department of Commerce. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
- Schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis upon request.
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