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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-Q
________________________
(Mark One)
| | | | | |
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2026
OR
| | | | | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ and ____________
Commission File Number: 001-41468
________________________
D-WAVE QUANTUM INC.
(Exact name of registrant as specified in its charter)
________________________
| | | | | |
Delaware | 88-1068854 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| |
2650 East Bayshore Road, Palo Alto, California | 94303 |
(Address of Principal Executive Offices) | (Zip Code) |
(650) 285-2881
(Registrant's telephone number, including area code)
________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.0001 per share | QBTS | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
| Large accelerated filer | ☐ | | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | | Smaller reporting company | ☐ |
| | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of August 5, 2026, there were 369,263,837 outstanding shares of the registrant’s common stock, par value $0.0001 per share. In addition, there were 3,176,096 exchangeable shares outstanding as of August 5, 2026, which are convertible into shares of common stock on a one for one basis at any time for no consideration.
Table of Contents
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| Page |
| Cautionary Note Regarding Forward-Looking Statements | 2 |
| |
Item 1. | | |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |
Item 4. | Controls and Procedures | |
Part II. Other Information | |
Item 1. | Legal Proceedings | |
Item 1A. | Risk Factors | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
Item 3. | Defaults Upon Senior Securities | |
Item 4. | Mine Safety Disclosures | |
Item 5. | Other Information | |
Item 6. | Exhibits | |
Signatures | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q (this “Report”) may constitute “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our and our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including statements relating to our ability to help customers realize value from quantum computing, development of annealing and gate-model systems and extension of the capabilities of our hybrid and classical solvers, enterprise-scale adoption of quantum computing, statements relating to our development and commercialization plans, dual-platform roadmap and milestones, and plans to accelerate the projected time to a scaled, error-corrected gate-model quantum computer, among others. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. 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 statements involve risks, uncertainties, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. We caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, which are subject to a number of risks. Factors that might cause or contribute to a material difference include those risks discussed below, in Part I, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission (the “SEC”). You should not place undue reliance on these forward-looking statements in making an investment decision with respect to our securities. These forward-looking statements are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability regarding future performance, events or circumstances. Many of the factors affecting actual performance, events and circumstances are beyond our control. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. All forward-looking statements set forth in this Report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments we anticipate will be realized or, even if substantially realized, that they will have the expected consequence to or effects on us or our business or operations. The following discussion should be read in conjunction with our audited Consolidated Financial Statements and related notes thereto included in our most recent Annual Report on Form 10-K. These forward-looking statements are based on information available as of the date of this Report and current expectations, forecasts and assumptions, involve a number of judgments, risks and uncertainties, and are not predictions of actual performance. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Part I - Financial Information
Item 1. Financial Statements
D-Wave Quantum Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| | | | | | | | | | | |
| June 30, | | December 31, |
| (In thousands, except share and per share data) | 2026 | | 2025 |
| Assets | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 296,642 | | | $ | 635,347 | |
| Marketable investment securities | 249,573 | | | 249,134 | |
Trade accounts receivable, net of allowance for credit losses of $1 and $176 | 2,019 | | | 1,587 | |
| Inventories | 3,488 | | | 2,776 | |
| Prepaid expenses and other current assets | 8,872 | | | 7,388 | |
| Total current assets | 560,594 | | | 896,232 | |
| Property and equipment, net | 22,076 | | | 7,841 | |
| Operating lease right-of-use assets | 12,042 | | | 6,518 | |
| Intangible assets, net | 211,816 | | | 915 | |
| Goodwill | 342,588 | | | — | |
| Other non-current assets, net | 9,314 | | | 4,307 | |
| Total assets | $ | 1,158,430 | | | $ | 915,813 | |
| | | |
| Liabilities and stockholders' equity | | | |
| Current liabilities: | | | |
| Trade accounts payable | $ | 4,521 | | | $ | 950 | |
| Accrued expenses and other current liabilities | 12,135 | | | 15,838 | |
| Current portion of operating lease liabilities | 1,250 | | | 1,448 | |
| Loans payable, net, current | 146 | | | 134 | |
| Deferred revenue, current | 9,234 | | | 2,778 | |
| Total current liabilities | 27,286 | | | 21,148 | |
| Operating lease liabilities, net of current portion | 11,826 | | | 6,050 | |
| Loans payable, net, non-current | 34,886 | | | 35,825 | |
| Deferred revenue, non-current | 1,322 | | | 560 | |
| Total liabilities | 75,320 | | | 63,583 | |
| | | |
| Commitments and contingencies (Note 12) | | | |
| | | |
| Stockholders' equity: | | | |
Common stock, par value $0.0001 per share; 675,000,000 shares authorized at both June 30, 2026 and December 31, 2025; 372,011,420 shares and 358,741,605 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. | 37 | | | 35 | |
| Additional paid-in capital | 2,140,499 | | | 1,843,218 | |
| Accumulated deficit | (1,048,387) | | | (982,002) | |
| Accumulated other comprehensive loss | (9,039) | | | (9,021) | |
| Total stockholders' equity | 1,083,110 | | | 852,230 | |
| Total liabilities and stockholders’ equity | $ | 1,158,430 | | | $ | 915,813 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
D-Wave Quantum Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| (In thousands, except share and per share data) | 2026 | | 2025 | | 2026 | | 2025 | | |
| Revenue | $ | 3,076 | | | $ | 3,095 | | | $ | 5,934 | | | $ | 18,096 | | | |
| Cost of revenue | 1,372 | | | 1,119 | | | 2,412 | | | 2,243 | | | |
| Total gross profit | 1,704 | | | 1,976 | | | 3,522 | | | 15,853 | | | |
| Operating expenses: | | | | | | | | | |
| Research and development | 28,239 | | | 12,694 | | | 54,032 | | | 22,982 | | | |
| General and administrative | 15,388 | | | 9,151 | | | 35,663 | | | 17,108 | | | |
| Sales and marketing | 11,355 | | | 6,633 | | | 21,832 | | | 13,556 | | | |
| Total operating expenses | 54,982 | | | 28,478 | | | 111,527 | | | 53,646 | | | |
| Loss from operations | (53,278) | | | (26,502) | | | (108,005) | | | (37,793) | | | |
| Other income (expense), net: | | | | | | | | | |
| Interest income | 5,028 | | | 4,311 | | | 10,813 | | | 7,410 | | | |
| Interest expense | (255) | | | (206) | | | (514) | | | (432) | | | |
| Gain on investment in marketable securities, net | — | | | — | | | 1,880 | | | — | | | |
| Change in fair value of warrant liabilities | — | | | (142,048) | | | — | | | (138,105) | | | |
| Other income (expense), net | 485 | | | (2,884) | | | 997 | | | (3,830) | | | |
| Total other income (expense), net | 5,258 | | | (140,827) | | | 13,176 | | | (134,957) | | | |
| Loss before income taxes | (48,020) | | | (167,329) | | | (94,829) | | | (172,750) | | | |
| Income tax benefit (provision), net | (8) | | | — | | | 28,444 | | | — | | | |
| Net loss | $ | (48,028) | | | $ | (167,329) | | | $ | (66,385) | | | $ | (172,750) | | | |
| Net loss per share, basic and diluted | $ | (0.13) | | | $ | (0.55) | | | $ | (0.18) | | | $ | (0.59) | | | |
| Weighted-average shares used in computing net loss per share, basic and diluted | 370,840,115 | | | 302,288,793 | | | 369,165,968 | | | 294,398,419 | | | |
| | | | | | | | | |
| Comprehensive loss: | | | | | | | | | |
| Net loss | $ | (48,028) | | | $ | (167,329) | | | $ | (66,385) | | | $ | (172,750) | | | |
| Other comprehensive income (loss), net of tax: | | | | | | | | | |
| Foreign currency translation adjustment | 140 | | | 787 | | | 158 | | | 1,285 | | | |
| Unrealized losses on available-for-sale securities | (7) | | | — | | | (160) | | | — | | | |
| Reclassification adjustment for realized gains (losses) included in net income | (16) | | | — | | | (16) | | | — | | | |
| Total other comprehensive income (loss), net of tax | 117 | | | 787 | | | (18) | | | 1,285 | | | |
| Net comprehensive loss | $ | (47,911) | | | $ | (166,542) | | | $ | (66,403) | | | $ | (171,465) | | | |
| | | | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
D-Wave Quantum Inc.
Condensed Consolidated Statements of Stockholders’ Equity
For the Three Months Ended June 30, 2026
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock | | Additional paid-in capital | | Accumulated deficit | | Accumulated other comprehensive loss | | Total stockholders' equity |
| (In thousands, except share data) | Shares | | Amount | | | | |
| Balances at March 31, 2026 | 370,038,436 | | | $ | 37 | | | $ | 2,133,730 | | | $ | (1,000,359) | | | $ | (9,156) | | | $ | 1,124,252 | |
| Issuance of common stock in connection with the Employee Stock Purchase Plan | 40,686 | | | — | | | 724 | | | — | | | — | | | 724 | |
| Issuance of common stock in connection with exercise of stock options and vesting of RSUs | 1,932,298 | | | — | | | 1,520 | | | — | | | — | | | 1,520 | |
| Stock-based compensation | — | | | — | | | 11,410 | | | — | | | — | | | 11,410 | |
| Tax withholding related to vesting of restricted stock units | — | | | — | | | (6,885) | | | — | | | — | | | (6,885) | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | 117 | | | 117 | |
| Net loss | — | | | — | | | — | | | (48,028) | | | — | | | (48,028) | |
| Balances at June 30, 2026 | 372,011,420 | | | $ | 37 | | | $ | 2,140,499 | | | $ | (1,048,387) | | | $ | (9,039) | | | $ | 1,083,110 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
D-Wave Quantum Inc.
Condensed Consolidated Statements of Stockholders’ Equity
For the Three Months Ended June 30, 2025
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock | | Additional paid-in capital | | Accumulated deficit | | Accumulated other comprehensive loss | | Total stockholders' equity |
| (In thousands, except share data) | Shares | | Amount | | | | |
| Balances at March 31, 2025 | 291,351,403 | | | $ | 29 | | | $ | 849,733 | | | $ | (632,361) | | | $ | (10,012) | | | $ | 207,389 | |
| Issuance of common stock in connection with the Lincoln Park Purchase Agreement | 3,873,113 | | | — | | | 37,787 | | | — | | | — | | | 37,787 | |
| Issuance of common stock in at-the-market offerings, net of issuance costs | 26,344,831 | | | 3 | | | 390,630 | | | — | | | — | | | 390,633 | |
| Issuance of common stock in connection with the Employee Stock Purchase Plan | 95,331 | | | — | | | 291 | | | — | | | — | | | 291 | |
| Issuance of common stock in connection with exercise of stock options and vesting of RSUs | 5,614,895 | | | — | | | 6,837 | | | — | | | — | | | 6,837 | |
| Issuance of common stock in connection with exercise of warrants | 12,558,077 | | | 1 | | | 216,255 | | | — | | | — | | | 216,256 | |
| Stock-based compensation | — | | | — | | | 6,750 | | | — | | | — | | | 6,750 | |
| Tax withholding related to vesting of restricted stock units | — | | | — | | | (5,147) | | | — | | | — | | | (5,147) | |
| Foreign currency translation adjustment, net of tax | — | | | — | | | — | | | — | | | 787 | | | 787 | |
| Net loss | — | | | — | | | — | | | (167,329) | | | — | | | (167,329) | |
| Balances at June 30, 2025 | 339,837,650 | | | $ | 33 | | | $ | 1,503,136 | | | $ | (799,690) | | | $ | (9,225) | | | $ | 694,254 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
D-Wave Quantum Inc.
Condensed Consolidated Statements of Stockholders’ Equity
For the Six Months Ended June 30, 2026
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock | | Additional paid-in capital | | Accumulated deficit | | Accumulated other comprehensive loss | | Total stockholders' equity |
| (In thousands, except share data) | Shares | | Amount | | | | |
| Balances at December 31, 2025 | 358,741,605 | | | $ | 35 | | | $ | 1,843,218 | | | $ | (982,002) | | | $ | (9,021) | | | $ | 852,230 | |
| Equity issued as consideration for acquisition, net | 10,430,444 | | | 2 | | | 282,274 | | | — | | | — | | | 282,276 | |
| Issuance of common stock in connection with the Employee Stock Purchase Plan | 40,686 | | | — | | | 724 | | | — | | | — | | | 724 | |
| Issuance of common stock in connection with exercise of stock options and vesting of RSUs | 2,798,685 | | | — | | | 1,614 | | | — | | | — | | | 1,614 | |
| Stock-based compensation | — | | | — | | | 19,554 | | | — | | | — | | | 19,554 | |
| Tax withholding related to vesting of restricted stock units | — | | | — | | | (6,885) | | | — | | | — | | | (6,885) | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (18) | | | (18) | |
| Net loss | — | | | — | | | — | | | (66,385) | | | — | | | (66,385) | |
| Balances at June 30, 2026 | 372,011,420 | | | $ | 37 | | | $ | 2,140,499 | | | $ | (1,048,387) | | | $ | (9,039) | | | $ | 1,083,110 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
D-Wave Quantum Inc.
Condensed Consolidated Statements of Stockholders’ Equity
For the Six Months Ended June 30, 2025
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock | | Additional paid-in capital | | Accumulated deficit | | Accumulated other comprehensive loss | | Total stockholders' equity |
| (In thousands, except share data) | Shares | | Amount | | | | |
| Balance at December 31, 2024 | 266,595,867 | | | $ | 27 | | | $ | 700,069 | | | $ | (626,940) | | | $ | (10,510) | | | $ | 62,646 | |
| Issuance of common stock in connection with the Lincoln Park Purchase Agreement | 3,873,113 | | | — | | | 37,787 | | | — | | | — | | | 37,787 | |
| Issuance of common stock in at-the-market offerings, net of issuance costs | 50,948,852 | | | 5 | | | 536,736 | | | — | | | — | | | 536,741 | |
| Issuance of common stock in connection with the Employee Stock Purchase Plan | 95,331 | | | — | | | 291 | | | — | | | — | | | 291 | |
| Issuance of common stock in connection with exercise of stock options and vesting of RSUs | 5,766,016 | | | — | | | 6,860 | | | — | | | — | | | 6,860 | |
| Issuance of common stock in connection with exercise of warrants | 12,558,471 | | | 1 | | | 216,261 | | | — | | | — | | | 216,262 | |
| Stock-based compensation | — | | | — | | | 10,796 | | | — | | | — | | | 10,796 | |
| Tax withholding related to vesting of restricted stock units | — | | | — | | | (5,664) | | | — | | | — | | | (5,664) | |
| Foreign currency translation adjustment, net of tax | — | | | — | | | — | | | — | | | 1,285 | | | 1,285 | |
| Net loss | — | | | — | | | — | | | (172,750) | | | — | | | (172,750) | |
| Balance at June 30, 2025 | 339,837,650 | | | $ | 33 | | | $ | 1,503,136 | | | $ | (799,690) | | | $ | (9,225) | | | $ | 694,254 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
D-Wave Quantum Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited) | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| (in thousands) | 2026 | | 2025 | | |
| Cash flows from operating activities: | | | | | |
| Net loss | $ | (66,385) | | | $ | (172,750) | | | |
| Adjustments to reconcile net loss to cash used in operating activities: | | | | | |
| Depreciation and amortization | 8,536 | | | 714 | | | |
| Deferred income taxes | (28,365) | | | — | | | |
| Stock-based compensation | 19,132 | | | 10,664 | | | |
| Amortization of operating right-of-use assets | 699 | | | 346 | | | |
| Provision for excess and obsolete inventory | (103) | | | — | | | |
| Non-cash interest income | 1,262 | | | — | | | |
| Non-cash interest expense | 467 | | | 387 | | | |
| Change in fair value of warrant liabilities | — | | | 138,105 | | | |
| Gain on marketable equity securities | (1,880) | | | — | | | |
| Unrealized foreign exchange loss (gain) | (1,740) | | | 1,998 | | | |
| Other noncash items | — | | | 267 | | | |
| Change in operating assets and liabilities: | | | | | |
| Trade accounts receivable | (432) | | | (57) | | | |
| Inventories | (2,605) | | | (762) | | | |
| Prepaid expenses and other current assets | (455) | | | (1,368) | | | |
| Trade accounts payable | (975) | | | 416 | | | |
| Accrued expenses and other current liabilities | (4,371) | | | 2,695 | | | |
| Deferred revenue | 7,218 | | | (13,796) | | | |
| Operating lease liability | (332) | | | (344) | | | |
| Other non-current assets, net | (3,134) | | | (1,080) | | | |
| Net cash used in operating activities | (73,463) | | | (34,565) | | | |
| Cash flows from investing activities: | | | | | |
| Acquisition of business, net of cash acquired | (252,821) | | | — | | | |
| Purchase of property and equipment | (5,521) | | | (1,187) | | | |
| Purchases of marketable debt securities | (149,117) | | | — | | | |
| | | | | |
| Maturities of marketable debt securities | 147,241 | | | — | | | |
| Proceeds from recovery of previously written-off convertible note | — | | | 959 | | | |
| | | | | |
| Expenditures for internal-use software | (363) | | | (129) | | | |
| | | | | |
| Net cash used in investing activities | (260,581) | | | (357) | | | |
| Cash flows from financing activities: | | | | | |
| Proceeds from the issuance of common stock pursuant to the Lincoln Park Purchase Agreement | — | | | 37,787 | | | |
| Proceeds from the issuance of common stock in at-the-market offerings, net of issuance costs | — | | | 536,741 | | | |
| Proceeds from issuance of common stock upon exercise of warrants | — | | | 99,319 | | | |
| Proceeds from the issuance of common stock upon exercise of stock options | 1,614 | | | 6,860 | | | |
| Proceeds from common stock issued under the Employee Stock Purchase Plan | 724 | | | 291 | | | |
| Payment of tax withheld pursuant to stock-based compensation settlements | (6,885) | | | (5,664) | | | |
| | | | | |
| Repayments on TPC loan | — | | | (365) | | | |
| | | | | |
| | | | | |
Repayment of the Equipment Financing Term Loan | (69) | | | — | | | |
| Payments of equity issuance costs | (203) | | | — | | | |
| Net cash provided by (used in) financing activities | (4,819) | | | 674,969 | | | |
| Effect of exchange rate changes on cash and cash equivalents | 158 | | | 1,285 | | | |
| Net increase (decrease) in cash and cash equivalents | (338,705) | | | 641,332 | | | |
| Cash and cash equivalents at beginning of period | 635,347 | | | 177,980 | | | |
| Cash and cash equivalents at end of period | $ | 296,642 | | | $ | 819,312 | | | |
| | | | | |
| Supplemental disclosures of cash flow information: | | | | | |
| Cash Paid for Interest | $ | 33 | | | $ | — | | | |
| Supplemental disclosure of non-cash investing and financing activities: | | | | | |
| Common stock issued for acquisition of business | $ | 282,479 | | | $ | — | | | |
| Capitalized stock-based compensation | $ | 422 | | | $ | 132 | | | |
| Inventory applied to capital projects | $ | 1,996 | | | $ | — | | | |
| Reclassification of warrant liability to equity upon exercise | $ | — | | | $ | 116,943 | | | |
| Operating lease right-of-use assets exchanged for new operating lease obligations | $ | 6,131 | | | $ | — | | | |
| Purchases of property and equipment included in accounts payable | $ | 3,133 | | | $ | — | | | |
| Unrealized gains (losses) on available-for-sale securities included in other comprehensive loss | $ | 160 | | | $ | — | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
D-Wave Quantum Inc.
Notes to Condensed Consolidated Financial Statements
1. DESCRIPTION OF BUSINESS
D-Wave Quantum Inc. (“D-Wave” or the “Company”) was incorporated as a corporation organized and existing under the General Corporation Law of the State of Delaware on January 24, 2022. The Company was formed for the purpose of effecting a merger between DPCM Capital, Inc. (“DPCM”), D-Wave Systems Inc. (“D-Wave Systems”), and certain other affiliated entities through a series of transactions (the “Merger”) pursuant to the definitive agreement entered into on February 7, 2022 (the “Transaction Agreement”). On August 5, 2022, in conjunction with the Merger, DPCM and D-Wave Systems became wholly-owned subsidiaries of, and are operated by, the Company. Upon the completion of the Merger, the Company succeeded to all of the operations of its predecessor, D-Wave Systems.
D-Wave is focused on the development and delivery of quantum computing systems, software, and services. The Company is the world’s first commercial supplier of quantum computers, and the first to offer dual-platform quantum computing products and services, spanning both annealing and gate-model quantum computing technologies. The Company’s superconducting quantum computers provide sub-second response times and can be deployed on-premises or accessed through its LeapTM quantum cloud service (the “Leap service”), which offers 99.9% availability and uptime. Customers apply D-Wave’s technology to address use cases spanning optimization, artificial intelligence, research and more. The Company's current sixth-generation annealing quantum computing system is named Advantage2TM.
D-Wave has four operating facilities, which it leases, in North America. These facilities are located in Burnaby, British Columbia, Richmond, British Columbia, Palo Alto, California, and New Haven, Connecticut.
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the United States Securities and Exchange Commission (“SEC”). In the opinion of the Company, the unaudited financial information for the interim periods presented reflects all adjustments, which are normal and recurring, necessary for a fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, and condensed consolidated statements of cash flows. Interim results should not be regarded as indicative of results that may be expected for any other period or the entire fiscal year.
The interim condensed consolidated financial statements included herein have been prepared on the same basis as the audited annual consolidated financial statements and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K as of and for the year ended December 31, 2025 filed with the SEC on February 26, 2026.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements upon consolidation.
Use of estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes as of the date of the condensed consolidated financial statements. The most significant estimates and assumptions are used in determining: (i) inputs used to recognize revenue over time relating to costs estimated to complete the remaining performance obligations, (ii) standalone selling prices, (iii) fair value of financial instruments, (iv) long term revenue forecasts used in the accounting for the SIF Loan (see below and Note 9 for further information), (v) fair value of assets and liabilities acquired in business combinations, and (vi) asset impairment testing, including long-lived, intangible assets, and goodwill (tested at the reporting unit level). These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts, and experience.
The Company’s accounting estimates and assumptions may change over time in response to risks and uncertainties, including uncertainty in the current economic environment due to inflation, tariffs, changes in interest rates and monetary policy, various geopolitical conflicts, and any evolutions thereof. The change could be material in future periods. As of the date of issuance of these condensed consolidated financial statements, the Company is not aware of any specific event or circumstances that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. Actual results may differ from those estimates or assumptions.
Intangible assets, net
The Company’s finite-lived intangible assets consist of developed technology and trademarks acquired in business combinations, as well as computer software acquired or capitalized in the ordinary course of business, including off-the-shelf software applications and costs associated with systems implementations. Finite-lived intangible assets are recorded at cost or, for assets acquired in a business combination, at their estimated acquisition-date fair values, less accumulated amortization and impairment. These assets are amortized on a straight-line basis over their estimated useful lives, which approximates the pattern in which the related economic benefits are expected to be consumed. Acquired developed technology is amortized over 15 years, trademarks are amortized over two years, off-the-shelf software is amortized over three years, and systems implementation costs are amortized over the initial license term. Annual license fees for off-the-shelf software are expensed as incurred. Finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
Sales of future revenues
On November 20, 2020, the Company entered into an agreement with the Canada Strategic Innovation Fund (“SIF”), wherein SIF committed to providing a conditionally repayable loan to the Company in the amount of up to C$40.0 million (the “SIF Loan”). The SIF Loan is conditionally repayable according to a revenue-based formula. See Note 9 - Loans payable, net for additional information concerning the SIF Loan.
The accounting treatment for the SIF Loan considers the ”sale of future revenues” guidance promulgated by ASC 470-10-25. The debt arising from the SIF Loan was recorded at face value and will be amortized using the effective interest method, leading to the accrual of interest expenses over the estimated term of the SIF Loan. The amortization schedule is based on projected cash flows derived from the Company's long-term revenue forecast. Subsequent changes in forecasted cash flows will be accounted for under the catch-up method, which entails adjusting the accrued interest portion of the principal balance through earnings to reflect the currently projected effective interest rate. The liability is classified as non-current, as the current forecast indicates that repayments will not commence within the 12 months following the balance sheet date.
As the SIF Loan is originated through a government program, a market rate of interest is not imputed in accordance with the scope limitation provisions of ASC 835.
Fair value of financial instruments
Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
•Level 1—Quoted prices in active markets for identical assets or liabilities.
•Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
•Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. No assets or liabilities were classified as Level 3 during the six months ended June 30, 2026 or 2025.
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and indicates the place in the fair value hierarchy of the valuation inputs the Company utilized to determine each such fair value (in thousands):
| | | | | | | | | | | |
| Description | Level | | As of June 30, 2026 |
| Assets: | | | |
| U.S. government bonds | 1 | | $ | 149,573 | |
| Time deposits | 2 | | $ | 100,000 | |
Revenue recognition
The Company recognizes revenue in accordance with Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) and accounts for certain contract costs in accordance with FASB’s Accounting Standards Codification (“ASC”) 340-40, Other Assets and Deferred Costs-Contracts with Customers.
The core principle of ASC 606 is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
To support this core principle, the Company applies the following five step approach:
Step 1: Identify the contract with the customer
The Company executes signed contracts with customers for services sold through either its direct sales force or various reseller channels. Payment terms vary by arrangement and may include net 30 to 60-day terms, milestone billings, advance payments, and installment payments.
In arrangements with re-sellers of the Company’s services, the re-seller is considered the customer and the Company does not have any contractual relationships with the re-sellers’ end users. For these arrangements, revenue is recognized at the amount charged to the re-seller.
Upon initiation of a customer contract, an assessment is conducted by the Company regarding the customer's ability to pay for the services and/or products provided. This assessment encompasses various factors such as the customer's creditworthiness and past transaction history. Furthermore, periodic evaluations of customers' financial conditions are performed by the Company. The Company generally does not provide rights of return unless explicitly stated in the underlying contract.
Step 2: Identify the performance obligations
The Company’s contracts with customers often include multiple performance obligations. The Company's revenue contracts typically include one or more of the following performance obligations:
•Subscription access to its Leap service
•Professional services related to the development and implementation of quantum computing applications
•Quantum computing systems, including related installation, calibration, commissioning, and customer-specific upgrade services when those promises are not separately identifiable
•Ongoing support and maintenance services
•Quantum computing application or system training
•Customer options, renewals, or future upgrade rights that may represent material rights.
The Company evaluates whether promised goods and services are distinct and therefore separate performance obligations, or whether they should be combined into a single performance obligation because they are not separately identifiable in the context of the contract.
Step 3: Determine the transaction price
The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Transaction prices may include fixed consideration, variable consideration, milestone payments, advance payments, installment payments, or other contractual amounts.
The Company evaluates whether variable consideration exists, including price concessions, credits, or service-level credits, and includes such amounts in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company also evaluates whether payments to or on behalf of a customer should be accounted for as consideration payable to a customer rather than as a separate expense.
The Company assesses whether the contract contains a significant financing component by considering the difference between the promised consideration and the cash selling price of the promised goods or services, the timing of payments relative to transfer of control, the reason for that timing difference, and the discount rate that would apply in a separate financing transaction between the parties at contract inception. The Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. When a significant financing component exists, the Company adjusts the transaction price to reflect the cash selling price of the promised goods or services and recognizes the financing effect separately from revenue using the effective-interest method.
The Company excludes from revenue government-assessed and imposed taxes on goods and services that are invoiced to customers.
Step 4: Allocate the transaction price to the performance obligations
When the Company determines that its contracts with customers contain multiple performance obligations, for these arrangements, the Company allocates the transaction price based on the relative standalone selling price (“SSP”) basis method by comparing the SSP of each distinct performance obligation to the total value of the contract. The Company uses SSP for products and services sold together in a contract to determine whether there is a variable consideration (e.g. discount) to be allocated based on the relative SSP of the various products and services. In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, the Company determines the SSP by considering its overall pricing objectives and market conditions, including cost plus a reasonable margin. Significant pricing practices taken into consideration include the Company’s discounting practices, the customer demographic, price lists, the Company's go-to-market strategy, historical and current sales, and contract prices. In instances where the Company does not sell or price a product or service separately, the Company maximizes the use of observable inputs by using information that may include market conditions.
When a contract includes a material right, the Company estimates the SSP of that option and allocates a portion of the transaction price to the material right. Revenue allocated to a material right is deferred and recognized when the related option is exercised or when the option expires unexercised.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Company recognizes revenue when or as control of the promised good or service transfers to the customer. The Company’s Leap service and support and maintenance services are obligations that are satisfied over time by providing the customer with ongoing access to the Company’s resources. The Company uses the straight-line measure of progress to recognize revenue as these performance obligations are satisfied evenly over the respective service periods.
The Company’s professional services constitute an activity that creates benefits that the customer receives as the work is being performed. Therefore, professional services revenue is recognized over time using the labor hours incurred as input measure of progress.
Revenue from quantum computing system sales is generally recognized over time during the installation period using an input method, with progress measured based on costs incurred to date relative to total estimated costs, as the Company concludes that the criteria for over-time revenue recognition under ASC 606 are met. Revenue from system upgrade projects is also recognized over time using an input method, measuring progress based on costs incurred to date relative to total estimated costs. In applying a cost-to-cost measure of progress, the Company includes only those costs that depict performance in transferring control to the customer and excludes costs associated with abnormal inefficiencies or wasted materials.
The Company’s training performance obligations are satisfied at a point in time when control of the service transfers from the Company to the customer.
Revenue allocated to a material-right performance obligation is not recognized when the base contract is executed. Instead, the allocated amount is recognized when the customer exercises the option and the underlying promised goods or services are transferred, or when the option expires unexercised.
Contract assets and contract liabilities
The timing of revenue recognition, billings and cash collections may result in accounts receivable, contract assets, and contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. A receivable is recorded in the period in which the Company provides services when it has an unconditional right to payment. Contract assets arise when the Company has transferred goods or services to the customer but the right to payment is conditional on something other than the passage of time. Contract liabilities (also referred to as deferred revenue) arise when the Company receives consideration before transferring the related goods or services. Deferred revenue is classified as current or non-current based on the expected timing of revenue recognition.
When a significant financing component exists, the Company separately recognizes the financing element as interest income or interest expense, as applicable, rather than as revenue.
Our contract acquisition costs represent incremental direct costs of obtaining a contract, primarily consisting of commissions and other incremental contract acquisition costs. When these costs are determined to be recoverable, we defer and amortize them over the contract term. Unamortized contract acquisition costs are included in other non-current assets, net on the condensed consolidated balance sheets, with related amortization expense recorded in sales and marketing expenses on the condensed consolidated statements of operations and comprehensive loss. The Company has elected to apply the practical expedient to expense contract acquisition costs as incurred when the expected amortization period is one year or less.
Cost of revenue
Cost of revenue for services consists of expenses related to delivering the Company’s services, consisting of direct labor costs, including stock-based compensation, direct services costs and depreciation and amortization related to the Company’s quantum computing systems and related software. These costs are expensed as incurred, as they relate to performance obligations that are being simultaneously satisfied as the work is performed.
Cost of revenue for quantum computing systems includes direct manufacturing costs, such as materials and labor for system production, as well as expenses related to installation, calibration, warranty, and support. Additionally, it includes shipping and handling costs associated with delivering the systems.
For system arrangements recognized over time using a cost-to-cost input method, cost of revenue also includes customer-specific fulfillment costs that directly relate to satisfying the performance obligation, including installation-enablement and site-preparation activities incurred after contract execution. Such costs are recognized in a manner consistent with the Company’s measure of progress.
Business Combination
The Company accounts for business combinations using the acquisition method of accounting, which requires the consideration transferred to be measured at fair value and allocated to the identifiable assets acquired and liabilities assumed based on their estimated acquisition-date fair values. On January 20, 2026, the Company completed the acquisition of Quantum Circuits, Inc. (“Quantum Circuits”), which was accounted for as a business combination under ASC 805. In connection with the acquisition, the Company recognized developed technology and trademarks as identifiable finite-lived intangible assets, both of which were valued using the relief-from-royalty method with the assistance of an independent valuation specialist. The excess of the purchase price over the estimated fair values of the identifiable net assets acquired was recorded as goodwill. If the accounting for a business combination is incomplete at the end of a reporting period, provisional amounts are recorded and may be adjusted during the measurement period, not to exceed one year from the acquisition date, for new information about facts and circumstances that existed as of the acquisition date. The results of operations of acquired businesses are included in the Company’s results beginning on the acquisition date. Acquisition-related costs incurred by the Company are expensed as incurred, while seller transaction expenses reimbursed by the Company are included in consideration transferred.
Net loss per share
Basic net loss per common share is computed by dividing the net loss available to common stockholders (the numerator) by the weighted-average number of shares of common stock, par value $0.0001 per share (“Common Shares”) outstanding (the denominator) during the period. Diluted net loss per common share is computed by dividing the net loss available to common stockholders adjusted by any preferred stock dividends declared during the period by the weighted average number of Common Shares and potential Common Shares outstanding when the impact is not antidilutive. Contingently issuable shares are included in basic Earnings Per Share (“EPS”) only when there is no circumstance under which those shares would not be issued. Shares issuable for little or no cash consideration are considered outstanding Common Shares and included in the computation of basic EPS.
Recent accounting pronouncements issued and adopted
None.
Recent accounting pronouncements not yet adopted
Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
Capitalized Internal-Use Software Costs
In September 2025, the FASB issued ASU 2025-06, Accounting for Internal-Use Software Costs (Subtopic 350-40): Clarifying the Application of Capitalization Guidance, which amends the guidance on capitalizing costs related to internal-use software. ASU 2025-06 requires public entities to apply the disclosure requirements in ASC 360-10, Property, Plant, and Equipment, to capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. The update is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-06.
Government Grants
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes comprehensive guidance for recognizing, measuring, presenting, and disclosing government grants received by business entities. Under this update, entities must apply specific recognition and measurement principles for both monetary and tangible non-monetary government grants, with the accounting outcome dependent on whether the grant is related to an asset or to income. ASU 2025-10 does not apply to not-for-profit entities and employee benefit plans and excludes certain types of transactions such as exchange transactions and government guarantees. The amendments are effective for fiscal years beginning after December 15, 2028, with early adoption permitted, and the Company is currently evaluating the impact of adopting ASU 2025-10.
3. BUSINESS COMBINATION
On January 20, 2026, the Company completed the acquisition of all of the issued and outstanding equity interests of Quantum Circuits, a privately held developer of superconducting gate-model quantum computing technology, pursuant to the Agreement and Plan of Merger dated January 6, 2026. The acquisition is intended to enhance the Company’s gate-model quantum computing capabilities by adding Quantum Circuits' dual-rail qubit technology and related intellectual property, together with complementary error-detection capabilities, to the Company’s scalable control systems, cryogenic infrastructure and cloud platform. The acquisition has been accounted for as a business combination under ASC 805, Business Combinations, with the Company identified as the accounting acquirer.
The Company incurred total acquisition-related costs of $12.2 million, including $2.9 million incurred during the year ended December 31, 2025. These costs were accounted for separately from the business combination and expensed as incurred in general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. Seller transaction expenses reimbursed by the Company were included in consideration transferred, while severance-related payments were recognized separately in post-combination compensation expense. In addition, the portion of replacement awards attributable to post-combination service will be recognized as compensation expense over the remaining service period.
The acquisition date was January 20, 2026, which is the date on which the Company obtained control of Quantum Circuits. The fair value of consideration transferred was $538.5 million, consisting of cash and equity consideration measured as of the acquisition date. The fair value of the Company’s Common Shares issued as consideration was based on the January 20, 2026 share price of $27.04 per share.
Consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date. Management estimated the fair value of tangible and intangible assets and liabilities in accordance with the applicable accounting guidance for business combinations and utilized the services of third-party valuation consultants. The initial allocation of the consideration transferred is based on a preliminary valuation and may be adjusted as additional information becomes available during the measurement period. Balances subject to adjustment primarily include the valuations of acquired assets (tangible and intangible), liabilities assumed, as well as tax-related matters. During the measurement period, the Company may record adjustments to the provisional amounts recognized. The allocation of the consideration transferred will be finalized within the measurement period (up to one year from the acquisition date).
The following table summarizes the consideration transferred (in thousands):
| | | | | |
| Amounts |
| Cash consideration | $ | 256,030 | |
| Equity consideration | 282,039 | |
| Pre-acquisition portion of replacement equity awards | 439 | |
| Acquisition Consideration | $ | 538,508 | |
As of the acquisition date, the Company recognized the identifiable assets acquired and liabilities assumed based on their estimated fair values as follows (in thousands): | | | | | |
| Amounts |
| Assets: | |
| Cash and cash equivalents | $ | 3,209 | |
| Prepaid expenses and other current assets | 849 | |
| Property and equipment, net | 5,272 | |
| Operating lease right-of-use assets | 92 | |
| Intangible assets | 217,150 | |
| Goodwill | 342,588 | |
| Total assets | $ | 569,160 | |
| |
| Liabilities: | |
| Accounts payable | $ | (1,579) | |
| Current portion of right-of-use liability | (77) | |
| Accrued and other current liabilities | (631) | |
| Deferred Tax Liability | (28,365) | |
| Total liabilities | $ | (30,652) | |
| |
| Total purchase price | $ | 538,508 | |
The recognition of deferred tax liabilities in connection with the acquisition resulted in the release of certain preexisting valuation allowances on deferred tax assets, which was recorded as a deferred tax benefit on the condensed consolidated statements of operations and comprehensive loss.
Identifiable Intangible Assets
The Company identified two finite-lived intangible assets, developed technology and trademarks. The fair values assigned to the acquired developed technology and trademarks were estimated with the assistance of an independent third-party valuation specialist using the relief-from-royalty method, which estimates the value of an intangible asset based on the present value of the hypothetical royalty payments that the Company is relieved from paying by owning the asset rather than licensing it from a third party. Significant assumptions used in the valuations included projected revenues attributable to the acquired technology and trademarks, selected market-based royalty rates, estimated useful lives, expectations regarding technological obsolescence and the continued use of the Quantum Circuits brand, applicable tax rates and discount rates commensurate with the risks associated with the projected cash flows. Developed technology was assigned a useful life of 15 years and trademarks were assigned a useful life of 2 years. These intangible assets are being amortized on a straight-line basis over their respective useful lives.
The following table summarizes the acquired intangible assets (in thousands):
| | | | | | | | |
| Amounts | Useful life |
| Developed technology | $ | 216,700 | | 15 years |
| Trademarks | 450 | 2 years |
| Total intangible assets | $ | 217,150 | | |
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired and reflects expected synergies, going-concern value, workforce-related value, and other future economic benefits that do not qualify for separate recognition. This goodwill is not deductible for income tax purposes.
Pro forma information (unaudited)
The following unaudited pro forma financial information presents the combined results of operations of the Company and Quantum Circuits as if the acquisition had occurred on January 1, 2025. The unaudited pro forma information includes adjustments for items directly attributable to the acquisition, including incremental amortization expense related to acquired intangible assets of $0.7 million and $7.3 million for the six months ended June 30, 2026 and 2025, respectively, and non-recurring acquisition-related costs of $9.3 million assumed to have been incurred during the six months ended June 30, 2025. The unaudited pro forma results do not reflect any operating efficiency or potential cost savings which may result from the integration of Quantum Circuits. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operation of the combined company would have been if the acquisition had occurred as of January 1, 2025.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| (In thousands, except share and per share data) | 2026 | | 2025 | | 2026 | | 2025 |
| Revenue | $ | 3,076 | | | $ | 3,195 | | | $ | 5,934 | | | $ | 18,296 | |
| Loss from operations | (53,278) | | | (35,730) | | | (101,920) | | | (65,660) | |
| Net loss | $ | (47,844) | | | $ | (176,586) | | | $ | (60,125) | | | $ | (200,682) | |
| Net loss per share, basic and diluted | $ | (0.13) | | | $ | (0.56) | | | $ | (0.16) | | | $ | (0.66) | |
| Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted | 370,840,115 | | 312,719,237 | | 370,318,503 | | 304,828,863 |
Quantum Circuits Revenue and Net Loss
The following table represents Quantum Circuits' revenue and losses included in the Company's condensed consolidated statements of operations and comprehensive loss subsequent to the Quantum Circuits acquisition date (in thousands):
| | | | | |
| Period from January 20, 2026 through June 30, 2026 |
| Revenue | $ | 250 | |
| Net loss | $ | (15,986) | |
4. REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of revenue
Nature of Products and Services
The following table depicts the disaggregation of revenue by type of products or services and timing of transfer of products or services (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 | | |
| Type of products or services | | | | | | | | | |
| System sales | $ | 255 | | | $ | 1,025 | | | $ | 341 | | | $ | 13,672 | | | |
| QCaaS | 1,860 | | | 1,241 | | | 3,619 | | | 2,774 | | | |
| Professional services | 929 | | | 785 | | | 1,912 | | | 1,562 | | | |
| Other revenue* | 32 | | | 44 | | | 62 | | | 88 | | | |
| Total revenue | $ | 3,076 | | | $ | 3,095 | | | $ | 5,934 | | | $ | 18,096 | | | |
| Timing of revenue recognition | | | | | | | | | |
| Revenue recognized over time | $ | 2,797 | | | $ | 3,082 | | | $ | 5,614 | | | $ | 5,419 | | | |
| Revenue recognized at a point in time | 279 | | | 13 | | | 320 | | | 12,677 | | | |
| Total revenue | $ | 3,076 | | | $ | 3,095 | | | $ | 5,934 | | | $ | 18,096 | | | |
*Other revenue includes support and maintenance and printed circuit board sales.
Geographic Information
The following table presents a summary of revenue by geography for the three and six months ended June 30, 2026 and 2025, based on customer location (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 | | |
| United States | $ | 2,175 | | | $ | 710 | | | $ | 3,865 | | | $ | 1,207 | | | |
| Japan | 137 | | | 156 | | | 519 | | | 638 | | | |
| Germany | 127 | | | 1,186 | | | 302 | | | 13,990 | | | |
| Canada | 130 | | | 268 | | | 271 | | | 572 | | | |
| Other | 507 | | | 775 | | | 977 | | | 1,690 | | | |
| Total revenue | $ | 3,076 | | | $ | 3,095 | | | $ | 5,934 | | | $ | 18,096 | | | |
“Other” includes the rest of Europe, the Middle East, the rest of Asia and Australia where the revenue from a single country is not greater than 10% of total consolidated revenue. In accordance with Company policy, the Company has not had any sales in China, Russia or Ukraine.
Significant customers
A significant customer is defined as one that comprises up to ten percent or more of total revenues in a particular period or ten percent of outstanding accounts receivable balance as of the period end.
The tables below present the significant customers on a percentage of total revenue basis for the three and six months ended June 30, 2026 and 2025.
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 | | |
| Customer A | 41 | % | | — | % | | 35 | % | | — | % | | |
| Customer B | — | % | | 35 | % | | — | % | | 76 | % | | |
| Customer C | — | % | | 11 | % | | — | % | | — | % | | |
As of each of June 30, 2026 and 2025, there were two and five significant customers, respectively, that comprised ten percent or more of outstanding accounts receivable balances.
Contract balances
The following table provides information about accounts receivable, contract assets and liabilities as of June 30, 2026 and December 31, 2025 (in thousands):
| | | | | | | | | | | |
| As of June 30, 2026 | | As of December 31, 2025 |
| Trade accounts receivable and contract assets, net: | | | |
| Trade accounts receivable, net of allowance for credit losses and excluding unbilled receivables | $ | 1,553 | | | $ | 1,021 | |
| Unbilled receivable contract asset | 466 | | | 566 | |
| Contract acquisition costs | 3,325 | | | 940 | |
| Capitalized fulfillment costs | 717 | | | — | |
| Total contract assets | $ | 6,061 | | | $ | 2,527 | |
| | | |
| Contract liabilities: | | | |
| Deferred revenue, current | $ | 9,234 | | | $ | 2,778 | |
| Deferred revenue, non-current | 1,322 | | | 560 | |
| | | |
| Total contract liabilities | $ | 10,556 | | | $ | 3,338 | |
The allowance for credit losses related to trade accounts receivable was nominal as of June 30, 2026 and December 31, 2025. During the three and six months ended June 30, 2026, the Company recorded no write-offs of accounts receivable deemed uncollectible, respectively. During each of the three and six months ended June 30, 2025, the Company recorded $0.1 million write-offs of accounts receivable deemed uncollectible.
The revenue recognized in the condensed consolidated statements of operations and comprehensive loss that was included in the contract liability balance at the beginning of each period was $2.0 million and $14.6 million for the six months ended June 30, 2026 and 2025, respectively.
Changes in deferred revenue from contracts with customers were as follows (in thousands):
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2026 | | 2025 |
| Balance at beginning of period | $ | 3,338 | | | $ | 19,356 | |
| Deferral of revenue | 13,103 | | | 4,313 | |
| Recognition of deferred revenue | (5,885) | | | (18,109) | |
| Balance at end of period | $ | 10,556 | | | $ | 5,560 | |
Remaining performance obligations
A significant number of the Company’s product and service sales are short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC 606-10-50-14, exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.
As of June 30, 2026, the aggregate amount of remaining performance obligations that were unsatisfied or partially unsatisfied related to customer contracts was $40.7 million, of which approximately 57% is expected to be recognized to revenue in the next 12 months and 72% is expected to be recognized to revenue in the next two years with the remainder to be recognized thereafter. Revenues allocated to remaining performance obligations represents the transaction price of noncancellable orders for which service has not been performed, which include deferred revenue and the amounts that will be invoiced and recognized as revenues in future periods from open contracts and excludes unexercised renewals.
5. MARKETABLE INVESTMENT SECURITIES
The Company holds investments in time deposits and in U.S. government bonds, which are classified as available-for-sale. The following table presents the components of the Company's available-for-sale debt securities as of June 30, 2026 and December 31, 2025:
| | | | | | | | | | | | | | | | | | | | | | | |
| Amortized Cost | | Unrealized | | Estimated Fair Value |
| | Gains | | Losses | |
| As of June 30, 2026 | | | | | | | |
U.S. government bonds | $ | 149,595 | | | $ | — | | | $ | 22 | | | $ | 149,573 | |
| Time deposits | $ | 100,000 | | | $ | — | | | $ | — | | | $ | 100,000 | |
| As of December 31, 2025 | | | | | | | |
U.S. government bonds | $ | 248,980 | | | $ | 154 | | | $ | — | | | $ | 249,134 | |
During the three months ended June 30, 2026, $150.0 million of available-for-sale debt securities matured.
As of June 30, 2026, the Company held $249.6 million of available-for-sale debt securities, all of which had contractual maturities of one year or less.
As of June 30, 2026, accrued interest receivable related to available-for-sale debt securities totaled $1.8 million, and was excluded from the disclosed amortized cost basis. Accrued interest receivable is recorded in prepaid expenses and other current assets on the condensed consolidated balance sheets.
6. BALANCE SHEET DETAILS
Inventories
Inventories consisted of the following (in thousands):
| | | | | | | | | | | |
| As of June 30,
2026 | | As of December 31,
2025 |
| Raw materials | $ | 3,393 | | | $ | 2,746 | |
| Work-in-process | 95 | | | 30 | |
| Total inventories | $ | 3,488 | | | $ | 2,776 | |
Prepaid expenses and other current assets
Prepaid expenses and other current assets consisted of the following (in thousands):
| | | | | | | | | | | |
| As of June 30,
2026 | | As of December 31,
2025 |
| Prepaid services | $ | 1,705 | | | $ | 1,339 | |
| Interest receivable | 2,855 | | | 3,093 | |
| Prepaid software | 1,730 | | | 1,550 | |
| Prepaid insurance | 282 | | | 421 | |
| Prepaid rent | 323 | | | 182 | |
| Other | 1,977 | | | 803 | |
| Total prepaid expenses and other current assets | $ | 8,872 | | | $ | 7,388 | |
Other non-current assets, net
Other non-current assets, net consisted of the following (in thousands): | | | | | | | | | | | |
| As of June 30,
2026 | | As of December 31,
2025 |
| Investment in equity securities | $ | 4,232 | | | $ | 2,391 | |
| Deferred financing costs | 742 | | | 725 | |
| Long-term deposits | 298 | | | 251 | |
| Contract acquisition costs, net | 4,042 | | | 940 | |
| Total | $ | 9,314 | | | $ | 4,307 | |
Equity Securities
During the six months ended June 30, 2026, an observable transaction occurred in the class of securities held by the Company in one of our privately-held equity investees. Consequently, the carrying value of the Company’s investment was adjusted based on the transaction price, resulting in a net gain of $1.9 million, recorded in gain on investment in marketable securities, net on the condensed consolidated statements of operations and comprehensive loss.
Deferred financing costs
The deferred financing costs are deferred issuance costs related to the Equipment Financing Agreement. See Note 9 - Loans payable, net for additional information.
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| | | | | | | | | | | |
| As of June 30,
2026 | | As of December 31,
2025 |
| Accrued compensation and related benefits | $ | 7,941 | | | $ | 10,348 | |
| Accrued professional services | 3,040 | | | 4,086 | |
| Other accruals | 1,154 | | | 1,404 | |
| Total accrued expenses and other current liabilities | $ | 12,135 | | | $ | 15,838 | |
7. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following (in thousands):
| | | | | | | | | | | |
| As of June 30,
2026 | | As of December 31,
2025 |
| Quantum computer systems | $ | 17,153 | | | $ | 15,028 | |
| Lab equipment | 10,540 | | | 7,555 | |
| Computer equipment | 5,738 | | | 5,659 | |
| Leasehold improvements | 2,482 | | | 2,407 | |
| Furniture and fixtures | 554 | | | 541 | |
| Construction-in-progress | 7,264 | | | 2,514 | |
| Total property and equipment | 43,731 | | | 33,704 | |
| Less: Accumulated depreciation | (21,655) | | | (25,863) | |
| Total property and equipment, net | $ | 22,076 | | | $ | 7,841 | |
Depreciation expense for the three months ended June 30, 2026 and 2025 was $1.0 million and $0.3 million, respectively. Depreciation expense for the six months ended June 30, 2026 and 2025 was $1.8 million and $0.6 million, respectively.
8. INTANGIBLE ASSETS, NET
Intangible assets, net consisted of the following (in thousands):
| | | | | | | | | | | |
| As of June 30,
2026 | | As of December 31,
2025 |
| Developed technology | $ | 216,700 | | | $ | — | |
| Trademarks | 450 | | | — | |
| Acquired software | 528 | | | 1,335 | |
| Internally developed software | 1,361 | | | 907 | |
| Other intangible assets | 46 | | | 46 | |
| Total intangible assets | 219,085 | | | 2,288 | |
| Less: Accumulated amortization | (7,269) | | | (1,373) | |
| Total intangible assets, net | $ | 211,816 | | | $ | 915 | |
Intangible assets are amortized on a straight-line basis over estimated useful lives ranging from 2.0 to 15.0 years, depending on the asset class, as described in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies. Amortization expense for the three months ended June 30, 2026 and 2025 was $3.7 million and $0.04 million, respectively. Amortization expense for the six months ended June 30, 2026 and 2025 was $6.7 million and $0.1 million, respectively.
Future Amortization
As of June 30, 2026, estimated future amortization expense is as follows (in thousands):
| | | | | |
| Amounts |
| 2026 (remaining) | $ | 7,524 | |
| 2027 | 14,919 | |
| 2028 | 14,608 | |
| 2029 | 14,465 | |
| 2030 | 14,447 | |
| Thereafter | 145,196 | |
9. LOANS PAYABLE, NET
Loans payable, net consisted of the following (in thousands):
| | | | | | | | | | | | | | | | | |
| Effective Interest Rate | | As of June 30,
2026 | | As of December 31,
2025 |
| Loans payable, net, current: | | | | | |
| Equipment Financing Term Loan, current | 16.45% | | $ | 146 | | | $ | 134 | |
| Total loans payable, net, current | | | $ | 146 | | | $ | 134 | |
| Loans payable, net, non-current: | | | | | |
| SIF Loan | Variable1 | | $ | 34,662 | | | $ | 35,525 | |
| Equipment Financing Term Loan, non-current | | | 224 | | | 300 | |
| Total loans payable, net, non-current | | | $ | 34,886 | | | $ | 35,825 | |
1Refer below for additional information on the SIF Loan repayment period and effective interest rate.
SIF Loan
On November 20, 2020, the Company entered into the SIF Loan and subsequently received the full C$40.0 million in eight tranches between November 2020 and December 2023. Funds from the SIF Loan were used for various research and development projects.
Principal and interest amounts to be repaid under the SIF Loan are determined using a revenue-based formula, and are capped at 150% of the principal amount (the “Repayment Cap”). Repayments are due in up to 15 annual installments, commencing on April 30 of the second fiscal year following the fiscal year in which the Company first reports annual revenue of at least $70.0 million (the “Benchmark Year”). If the Company fails to reach $70.0 million in annual revenue after 14 years from origination, or if the total of the 15 revenue-based annual installments is less than the principal amount, any remaining repayment obligation will be forgiven.
Repayments of the SIF Loan can also be triggered upon default of the agreement, termination of the agreement, or upon a change of control that has not been approved by the Canadian government. As of June 30, 2026, the Company is not aware of any events that would trigger default or termination of the agreement.
The gross proceeds of the SIF Loan were recorded as a liability related to the sale of future revenues (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policies). As of June 30, 2026 and December 31, 2025, the Company calculated a weighted average effective interest rate for all tranches of 2.61% based on the most recent long-term revenue projections at each reporting date.
The estimated fair value of the SIF Loan (Level 3) at June 30, 2026 was $17.9 million. The fair value of SIF Loan was valued using a discounted cash flow model, with significant assumptions relating to the amount and timing of future revenues and the appropriate discount rate.
Equipment Financing Term Loan
On August 1, 2025, the Company entered into an equipment financing agreement (the “Equipment Financing Agreement”). The agreement provides for a total conditional commitment of $13.8 million, with an initial draw of $0.5 million made upon execution. Amounts drawn under the agreement are recognized as a term loan (the “Equipment Financing Term Loan”). The remaining commitment is available until February 1, 2027, which may be extended to August 1, 2027 if at least $11.5 million is drawn by that date.
A commitment fee of 1% of the total conditional commitment was paid to the financial institution providing the Equipment Financing Agreement (the “Lender”) upon the initial draw. The Lender also received a ten-year warrant to purchase 21,563 Common Shares at an exercise price of $16.05 per share. A non-utilization fee of 3% will apply to the undrawn portion of the first $11.5 million as of the termination date (either February 1, 2027 or August 1, 2027, as applicable).
The interest rate for each draw is fixed upon execution and is based on a spread of approximately 3.4% over the Prime Rate (which was 7.5% at signing), subject to a minimum rate of 10.9%, which is the rate applied to the initial draw. The Lender holds a first-priority security interest in all financed equipment.
Debt issuance costs, including the commitment fee, legal and documentation costs, and the warrant value, are recorded as deferred issuance costs and reclassified to a contra-liability as draws are made. The End-of-Term Payment (4.0% of the total amount financed under the Equipment Financing Agreement) is accreted as part of the loan’s effective interest rate. Deferred issuance costs are reviewed for recoverability, and any unamortized costs related to canceled draws or terminated facilities are expensed immediately. Cash payments for debt issuance costs are classified as financing activities in the condensed consolidated statements of cash flows.
As of June 30, 2026, the Company had drawn $0.5 million under the Equipment Financing Agreement. The carrying amount of the outstanding equipment financing at June 30, 2026 was $0.4 million, measured at amortized cost. As of June 30, 2026, only a minimal portion of the deferred issuance costs had been reclassified to debt discount related to the initial draw and $0.7 million of deferred issuance costs remained unallocated.
The estimated fair value of the Equipment Financing Term Loan approximates its carrying value (Level 2) and was $0.4 million at June 30, 2026. The fair value of the Equipment Financing Term Loan was valued using a discounted cash flow model, with key inputs relating to terms, discount rate and expectations for defaults and prepayments.
TPC Loan
During the period spanning 2010 through 2021, the Company received funding totaling C$12.5 million from Technology Partnerships Canada (the "TPC Loan"). On November 23, 2020, an amendment forgave C$5.0 million of unpaid accrued debt principal and interest from prior years. Additionally, the amendment waived the interest charge on the remaining C$2.5 million of principal and revised the repayment schedule to C$0.5 million due annually on each April 30 through 2025. The TPC Loan was fully repaid on April 24, 2025.
10. WARRANT LIABILITIES
Public and Private Warrants
In conjunction with the Merger, the Company assumed 10,000,000 Public Warrants and 8,000,000 Private Warrants. As part of the Merger, each Public Warrant and Private Warrant that was issued and outstanding immediately prior to the Merger was automatically and irrevocably converted into one warrant of the Company.
Each such Warrant was exercisable at an exercise price of $11.50 (the “Warrant Exercise Price”) for 1.4541326 Common Shares, or an approximate exercise price per Common Share of $7.91, subject to adjustments. The Warrants were exercisable only for a whole number of Common Shares, and no fractional shares were issuable. The Warrants were originally scheduled to expire on August 5, 2027, unless earlier redeemed or liquidated.
Warrant Exercises
During the year ended December 31, 2025, 17,645,147 Warrants were exercised by holders in accordance with the Warrant Agreement. As a result of these exercises, during the year ended December 31, 2025, the Company issued 25,658,383 Common Shares. In connection with the exercises, during the year ended December 31, 2025, the Company received cash proceeds of $202.9 million and reclassified $340.4 million, representing the fair value of the warrant liabilities at the time of exercise, from warrant liabilities to additional paid-in capital. The fair value of the liability pertaining to the exercised Warrants was remeasured immediately prior to exercise, and the change in fair value was recognized within change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss.
Redemption of Warrants
On November 19, 2025, the Company redeemed the 270,820 remaining outstanding Public Warrants at a redemption price of $0.01 per warrant. The redemption was effected pursuant to the terms of the Warrant Agreement following the Company’s satisfaction of the applicable share price performance condition. As a result of the redemption, the Public Warrants ceased trading on the New York Stock Exchange prior to the redemption date and were subsequently delisted.
There were no Public or Private Warrants outstanding at June 30, 2026.
D-Wave Systems Warrant Transaction Agreements
In November 2020, contemporaneously with a revenue arrangement, D-Wave Systems entered into a contract pursuant to which D-Wave Systems agreed to cancel a previously issued warrant with a customer and replace it with a warrant to acquire up to 3,247,637 shares of its Class A Preferred Shares (the “Warrant Preferred Shares”), subject to certain vesting requirements. The warrant agreement was amended on August 5, 2022, contemporaneously with the closing of the Merger, to convert the Warrant Preferred Shares to a warrant to acquire up to 2,889,282 Common Shares of the Company in accordance with the conversion ratio of 0.889657 (the “Conversion Ratio”) established in the Merger. The warrants vest based on various contractual milestones. The warrant agreement was terminated on November 28, 2022. As of the termination date of the agreement, approximately 40% of the warrants had vested, resulting in warrants exercisable for up to 1,155,713 Common Shares remaining after the termination date. The vested warrants will remain exercisable for up to 1,155,713 Common Shares at an exercise price of $2.16 per Common Share until November 29, 2026. As of June 30, 2026, no additional Warrant Preferred Shares were vested or were probable of vesting.
Warrants Issued in Connection with Equipment Financing
In connection with the Equipment Financing Agreement, the Company issued warrants to purchase 21,563 Common Shares, as further described in Note 9 - Loans payable, net.
11. STOCK-BASED COMPENSATION
2020 Equity Incentive Plan
In April 2020, the Board of Directors of D-Wave Systems approved the 2020 Equity Incentive Plan (the “2020 Plan”) which provides for the grant of qualified incentive stock options (“ISO”) and non-qualified stock options (“NSO”), restricted stock, RSUs or other awards to the Company’s employees, officers, directors, advisors, and outside consultants. Following the Merger, awards outstanding under the 2020 Plan continued to be governed by the 2020 Plan; however, the Company will not grant any further awards under the 2020 Plan.
2022 Equity Incentive Plan
On August 5, 2022, the shareholders approved the D-Wave Quantum Inc. 2022 Equity Incentive Plan (the “2022 Plan”), which became effective immediately upon the closing of the Merger. While the 2022 Plan allows for the issuance of awards with a service condition, a performance condition, a market condition, or some combination of the three, to date, the Company has only issued awards subject to a service condition. Awards issued under the 2022 Plan have vesting periods ranging from under 1 year to 4 years from the original grant date, and all awards issued to date under the 2022 Plan will expire 10 years from the original grant date.
Share-based compensation awards are settled by issuing new shares.
Common stock option activity
The following table summarizes the Company’s stock option activity during the periods presented (in thousands except share and per share data):
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of options | | Weighted average exercise price ($) | | Weighted
average
remaining
contractual
term
(years) | | Aggregate
intrinsic
value
($) |
| Outstanding as of December 31, 2025 | 3,608,170 | | 1.90 | | | 6.36 | | 87,511 | |
| Granted | 592,392 | | 2.64 | | | | | |
| Exercised | (1,331,936) | | 1.21 | | | | | |
| Forfeited and expired | (16,748) | | 2.31 | | | | | |
| Outstanding as of June 30, 2026 | 2,851,878 | | 2.37 | | | 6.52 | | 61,653 | |
| Options exercisable as of June 30, 2026 | 1,884,345 | | 2.43 | | | 5.81 | | 40,623 | |
| Options unvested as of June 30, 2026 | 967,533 | | 2.25 | | | 7.90 | | 21,030 | |
Restricted stock unit awards
The following table summarizes the RSU activity and related information under the 2022 Plan:
| | | | | | | | | | | |
| Number of RSUs | | Weighted average Grant Date Fair Value ($) |
| Unvested as of December 31, 2025 | 8,215,915 | | | 6.56 | |
| Granted | 3,293,489 | | | 21.56 | |
| Forfeited and expired | (151,630) | | | 18.80 | |
| Vested | (1,951,810) | | | 6.14 | |
| Unvested as of June 30, 2026 | 9,405,964 | | | 11.71 | |
Stock-based compensation expense
The following table summarizes the stock-based compensation expense classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 | | |
| Cost of revenue | $ | 279 | | | $ | 231 | | | $ | 464 | | | $ | 373 | | | |
| Research and development | 5,092 | | | 2,329 | | 9,665 | | 3,783 | | |
| General and administrative | 4,100 | | | 3,083 | | | 6,090 | | 4,900 | | |
| Sales and marketing | 1,642 | | | 1,028 | | | 2,913 | | 1,608 | | |
| Total stock-based compensation | $ | 11,113 | | | $ | 6,671 | | | $ | 19,132 | | | $ | 10,664 | | | |
During the three months ended June 30, 2026 and 2025, total compensation cost capitalized as part of property and equipment and intangible assets was $0.3 million and $0.1 million, respectively. During the six months ended June 30, 2026 and 2025, total compensation cost capitalized as part of property and equipment, intangible assets and contract assets was $0.4 million and $0.1 million, respectively.
As of June 30, 2026, total unrecognized stock-based compensation cost, net of estimated forfeitures, related to our unvested stock awards was $115.8 million. This amount is based on an estimated future forfeiture rate of 2.34% per year and will be recognized over a weighted-average period of approximately 2.5 years.
12. COMMITMENTS AND CONTINGENCIES
Lease obligations
The Company primarily enters into leases for office space that are classified as operating leases. During the three months ended June 30, 2026 and 2025, total operating lease costs were $1.1 million and $0.5 million, respectively. During the six months ended June 30, 2026 and 2025, total operating lease costs were $2.1 million and $1.0 million, respectively.
Litigation
From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims.
In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Company’s products, when used for their intended purposes, infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim.
As of June 30, 2026, the Company was not subject to any material litigation or pending litigation claims.
13. NET LOSS PER SHARE
The following tables set forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2026 and 2025 (in thousands, except share and per share data):
| | | | | | | | | | | | | |
| Three Months Ended June 30, | | |
| 2026 | | 2025 | | |
| Numerator: | | | | | |
| Net loss attributable to common stockholders - basic and diluted | $ | (48,028) | | | $ | (167,329) | | | |
| Denominator: | | | | | |
| Weighted-average common stock outstanding | 370,840,115 | | | 302,288,793 | | | |
| Net loss per share attributable to common stockholders - basic and diluted | $ | (0.13) | | | $ | (0.55) | | | |
| | | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2026 | | 2025 | | |
| Numerator: | | | | | |
| Net loss attributable to common stockholders - basic and diluted | $ | (66,385) | | | $ | (172,750) | | | |
| Denominator: | | | | | |
| Weighted-average common stock outstanding | 369,165,968 | | | 294,398,419 | | | |
| Net loss per share attributable to common stockholders - basic and diluted | $ | (0.18) | | | $ | (0.59) | | | |
Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential Common Shares outstanding would have been anti-dilutive.
Potentially dilutive securities (upon conversion) that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:
| | | | | | | | | | | | | |
| As of June 30, 2026 |
| 2026 | | 2025 | | |
| Public Warrants as converted to Common Shares (Note 10) | — | | | 5,387,118 | | | |
| Private Warrants as converted to Common Shares (Note 10) | — | | | 8,107,302 | | | |
| D-Wave Systems Warrant Preferred Shares as converted to Common Shares (Note 10) | 1,155,713 | | | 1,155,713 | | | |
| Equipment Financing Agreement Warrant – Common Shares (Note 9) | 21,563 | | | — | | | |
| Stock options issued and outstanding | 2,851,878 | | | 6,776,433 | | | |
| Unvested restricted stock unit awards | 9,405,964 | | | 10,894,644 | | | |
| Total | 13,435,118 | | | 32,321,210 | | | |
14. SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates as one operating segment managed on a consolidated basis. The financial information regularly reviewed by the Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”), is presented on the same basis as the Company's consolidated financial statements. The measure of profit or loss used by the CODM to allocate resources and assess performance is consolidated net loss. Significant expense categories are not presented, as the expense information regularly provided to the CODM is presented on the same basis as the consolidated statements of operations and comprehensive loss. The CODM relies on consolidated net loss as a comprehensive measure of the Company, considering all revenues and expenses, including cost of revenue, research and development expenses, general and administrative expenses and sales and marketing expenses, to assess the Company’s overall performance and inform strategic decisions on cost control, pricing and investments. Additionally, the CODM reviews total assets to assess the Company's financial position and resource allocation. The CODM also reviews forward-looking expense information contained in budgets and operating plans to manage operations and allocate resources.
See the condensed consolidated financial statements and accompanying footnotes for consolidated net loss, total expenditures for additions to long-lived assets, total assets and other financial information regarding the Company’s single operating segment. See Note 4 - Revenue from contracts with customers for additional information about revenue by geography.
The following table sets forth the long-lived assets, consisting of property and equipment, net and operating lease right-of-use assets, by geographic area as follows (in thousands):
| | | | | | | | | | | | | |
| As of June 30, 2026 | | As of December 31, 2025 | | |
| Canada | $ | 18,754 | | | $ | 13,802 | | | |
| United States | 15,326 | | | 515 | | | |
| Other | 38 | | | 42 | | | |
| Total long-lived assets | $ | 34,118 | | | $ | 14,359 | | | |
15. SUBSEQUENT EVENTS
The Company has evaluated all events occurring through August 6, 2026, the date on which the condensed consolidated financial statements were issued, and during which time, nothing has occurred outside the normal course of business operations that would require disclosure except the following:
Transfer to The Nasdaq Stock Market LLC
In July 2026, we voluntarily transferred the listing and trading of our Common Shares from the New York Stock Exchange (the “NYSE”) to The Nasdaq Stock Market LLC (“Nasdaq”), retaining the ticker symbol “QBTS”. The listing and trading of our Common Shares on the NYSE ended as of market close on July 24, 2026 and trading of our Common Shares on Nasdaq began at market open on July 27, 2026.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes contained in Part I, Item 1 of this Report, as well as our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. The following discussion contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including risks described in this Report, and the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the SEC. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. In this section, unless otherwise specified, the terms “we”, “our”, “us”, “D-Wave” or the “Company” refer to D-Wave Quantum Inc. and its subsidiaries following the closing of the Merger while “D-Wave Systems” refers to D-Wave Systems Inc. prior to such closing. All other capitalized terms have the meanings ascribed thereto elsewhere in this Report. All dollar amounts are expressed in thousands of United States dollars (“$”), unless otherwise indicated.
Overview
We are focused on the development and delivery of quantum computing systems, software, and services. We are the world’s first commercial supplier of quantum computers, and the first to offer dual-platform quantum computing products and services, spanning both annealing and gate-model quantum computing technologies. Our superconducting quantum computers provide sub-second response times and can be deployed on-premises or accessed through our LeapTM quantum cloud service (the “Leap 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.
Our business model is focused on generating revenue from providing customers access to our quantum computing systems via the cloud in the form of quantum computing as a service (“QCaaS”) products, providing professional services wherein we assist our customers in identifying and implementing quantum computing applications, and selling our quantum computer systems to customers.
We have four operating facilities, which we lease, in North America. These facilities are located in Burnaby, British Columbia, Richmond, British Columbia, Palo Alto, California, and New Haven, Connecticut. In addition, we plan to transition our corporate headquarters before the end of 2026 from Palo Alto, California to Boca Raton, Florida, and open a key U.S. R&D facility there under a new lease agreement.
During the six months ended June 30, 2026 and 2025, we generated revenue totaling $5.9 million and $18.1 million, respectively. We have incurred significant operating losses since inception. For the six months ended June 30, 2026 and 2025, our operating losses were $108.0 million and $37.8 million, respectively, and our net losses were $66.4 million and $172.8 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 June 30, 2026, we had an accumulated deficit of $1.0 billion.
Acquisition of Quantum Circuits, Inc.
On January 20, 2026, we completed the acquisition (the “Acquisition”) of all of the issued and outstanding equity of Quantum Circuits, Inc. (“Quantum Circuits”), pursuant to the Agreement and Plan of Merger, dated January 6, 2026, by and among the Company, Quantum Circuits, Quest Acquisition Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, Quest Acquisition Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Securityholders (as defined therein) (the “Acquisition Agreement”). The aggregate consideration (the “Acquisition Consideration”) delivered at the closing of the Acquisition consisted of 10,430,444 Common Shares (the “Stock Consideration”) and $250,000,000 in cash, subject to a net debt adjustment and such other adjustments as set forth in the Acquisition Agreement. The issuance and sale of the Stock Consideration was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act, Regulation D and/or Regulation S promulgated under the Securities Act. In accordance with the Acquisition Agreement, we assumed outstanding unvested options to purchase shares of Quantum Circuits common stock and adjusted such assumed options into options to purchase our Common Shares. Vested options and warrants to purchase Quantum Circuits common stock were cancelled in exchange for a pro rata portion of the Acquisition Consideration, subject to the adjustments described in the Acquisition Agreement.
Concurrently with the execution and delivery of the Acquisition Agreement, we entered into a lock-up agreement (each, a “Lock-Up Agreement”) with specified key employees of Quantum Circuits (each, a “Key Employee”) with respect to a portion of the Common Shares received as Acquisition Consideration, pursuant to which, subject to certain exceptions, each Key Employee may not transfer 50% of the Common Shares received by such Key Employee as Acquisition Consideration for a period of five years, subject to the terms and conditions of the Lock-Up Agreement, including accelerated release in specified events.
In addition, we and the former securityholders of Quantum Circuits (the “Securityholders”) entered into a Registration Rights Agreement under which the Securityholders have specified registration rights relating to the Stock Consideration. On January 20, 2026, we filed a Registration Statement on Form S-3ASR and a related prospectus supplement with the SEC, relating to the resale from time to time of up to 10,430,444 Common Shares by the Securityholders identified as selling stockholders in the prospectus supplement.
Transfer to The Nasdaq Stock Market LLC
In July 2026, we voluntarily transferred the listing and trading of our Common Shares from the New York Stock Exchange (the “NYSE”) to The Nasdaq Stock Market LLC (“Nasdaq”), retaining the ticker symbol “QBTS”. The listing and trading of our Common Shares on the NYSE ended as of market close on July 24, 2026 and trading of our Common Shares on Nasdaq began at market open on July 27, 2026.
Macroeconomic Environment
Unfavorable conditions in the economy in the United States, Canada and abroad, including conditions resulting from changes in inflationary pressure, gross domestic product growth, financial and credit market fluctuations, banking collapses and related uncertainty, international trade relations, political turmoil, natural catastrophes, outbreaks of contagious diseases, warfare and terrorist attacks on the United States, Europe or elsewhere, including military actions affecting the Middle East, Israel, Russia, Ukraine, Venezuela, or elsewhere, could cause a decrease in business investments in our products and negatively affect the growth of our business and our results of operations. However, to date, these unfavorable conditions have not affected our business.
Key Components of Results of Operations
Revenue
We currently generate our revenue through subscription sales to access our Leap service, 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.
Revenue from quantum computing system sales and system upgrade projects is recognized over time during the installation or upgrade period using an input method, with progress measured based on costs incurred to date relative to total estimated costs, a percentage-of-completion approach, as the Company concluded that the criteria for over-time revenue recognition under ASC 606 are met. This approach is applied to system sales and 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.
While we expect QCaaS revenue to increase over time both in dollar terms and as a share of total revenue, excluding system sales, fluctuations in professional services revenue may affect our overall product mix in any given reporting period. This expected trend reflects our continued efforts to promote our Leap service by supporting customers through the development and deployment of quantum applications through our professional service organization. Customers often engage with our professional service team to gain the knowledge and support needed to effectively use our Leap service. We continue to view professional services as a strategic enabler for long-term QCaaS growth. Meanwhile, quantum computing system revenue may impact our overall product mix in periods when recognized, although this revenue is expected to remain irregular and intermittent.
Cost of Revenue
Our cost of revenue consists of all direct and indirect expenses related to providing our QCaaS offering and delivering our professional services, such as personnel-related expenses, including stock-based compensation, costs associated with maintaining the Leap service on which we provide the QCaaS product and depreciation and amortization related to our quantum computing systems and related software.
Cost of revenue for quantum computing systems includes direct manufacturing costs, such as materials and labor for system production, as well as expenses related to installation, maintenance, and support. Additionally, it includes shipping and handling costs associated with delivering the systems. These costs are also expensed as incurred.
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 Leap service, install and operate our quantum computing systems, and deliver our professional services. Over the long term, we expect QCaaS to become a larger component of our revenue mix and gross margin to improve, reflecting the lower delivery costs of QCaaS relative to professional services. In addition, our revenue mix may also shift toward quantum computing system sales in certain periods. As a result, gross margins may fluctuate depending on the relative contribution of QCaaS, system sales, and professional services in a given period.
Operating Expenses
Our operating expenses consist of research and development, general and administrative, and sales and marketing expenses.
Research and Development
Research and development expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation for personnel, fabrication costs, lab supplies, and cloud computing resources and allocated facility costs for our research and development functions. Research and development expenses also include purchased hardware components, fabrication and software costs related to quantum computing systems constructed for research purposes that do not have a high probability of providing near-term future economic benefits, and may have no alternate future use. We currently do not capitalize any research and development expenses.
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 broaden the functionality and improve the reliability, availability and scalability of our Leap service. 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 stock-based compensation expenses may cause upward and downward fluctuations in these costs from time to time.
General and Administrative
General and administrative expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation for personnel and outside professional services expenses including legal, audit and accounting services, insurance, other administrative expenses and allocated facility costs for our administrative functions.
We expect our general and administrative expenses to increase in absolute dollars for the foreseeable future as we continue to invest in more comprehensive compliance and governance functions, increased IT security and compliance, and expanded internal controls over financial reporting in accordance with the Sarbanes-Oxley Act. However, non-cash stock-based compensation expenses may cause upward and downward fluctuations in these costs from time to time.
Sales and Marketing
Sales and marketing expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation for personnel, direct advertising, marketing and promotional material costs, sales commission expense, consulting fees and allocated facility costs for our sales and marketing functions. We intend to continue to make significant investments in our sales and marketing organization to drive additional revenue, expand our global customer base, and broaden our brand awareness.
We expect our sales and marketing expenses to continue to increase in absolute dollars for the foreseeable future. However, non-cash stock-based compensation expenses may cause upward and downward fluctuations in these costs from time to time.
Results of Operations
Comparison of the Three Months Ended June 30, 2026 and 2025
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Variance |
| (In thousands, except share and per share data) | 2026 | | 2025 | | Amount | | % |
| Revenue | $ | 3,076 | | | $ | 3,095 | | | $ | (19) | | | (1) | % |
| Cost of revenue | 1,372 | | | 1,119 | | | 253 | | | 23 | % |
| Total gross profit | 1,704 | | | 1,976 | | | (272) | | | (14) | % |
| Operating expenses: | | | | | | | |
| Research and development | 28,239 | | | 12,694 | | | 15,545 | | | 122 | % |
| General and administrative | 15,388 | | | 9,151 | | | 6,237 | | | 68 | % |
| Sales and marketing | 11,355 | | | 6,633 | | | 4,722 | | | 71 | % |
| Total operating expenses | 54,982 | | | 28,478 | | | 26,504 | | | 93 | % |
| Loss from operations | (53,278) | | | (26,502) | | | (26,776) | | | 101 | % |
| Other income (expense), net: | | | | | | | |
| Interest income | 5,028 | | | 4,311 | | | 717 | | | 17 | % |
| Interest expense | (255) | | | (206) | | | (49) | | | 24 | % |
| Gain on investment in marketable securities, net | — | | | — | | | — | | | n/a |
| Change in fair value of warrant liabilities | — | | | (142,048) | | | 142,048 | | | (100) | % |
| Other income (expense), net | 485 | | | (2,884) | | | 3,369 | | | (117) | % |
| Total other income (expense), net | 5,258 | | | (140,827) | | | 146,085 | | | (104) | % |
| Loss before income taxes | (48,020) | | | (167,329) | | | 119,309 | | | (71) | % |
| Income tax benefit (provision), net | (8) | | | — | | | (8) | | | n/a |
| Net loss | (48,028) | | | (167,329) | | | 119,301 | | | (71) | % |
| Foreign currency translation adjustment | 140 | | | 787 | | | (647) | | | (82) | % |
| Unrealized losses on available-for-sale securities | (7) | | | — | | | (7) | | | n/a |
| Reclassification adjustment for realized gains (losses) included in net income | (16) | | | — | | | (16) | | | n/a |
| Net comprehensive loss | $ | (47,911) | | | $ | (166,542) | | | $ | 118,631 | | | (71) | % |
| | | | | | | |
Revenue
Revenue remained consistent at $3.1 million for the three months ended June 30, 2026 as compared to $3.1 million for the three months ended June 30, 2025. System sales decreased by $0.8 million, offset by an increase in QCaaS revenue of $0.6 million and an increase in professional services revenue of $0.2 million. The decrease in system sales was primarily due to variability in the timing and extent of system installation activities in each period.
Cost of Revenue
Cost of revenue increased by $0.3 million, or 23%, to $1.4 million for the three months ended June 30, 2026 as compared to $1.1 million for the three months ended June 30, 2025. The increase in cost of revenue was primarily due to an increase in personnel costs of $0.4 million, partially offset by a decrease in infrastructure costs of $0.1 million.
Operating Expenses
Research and Development Expenses
Research and development expenses increased by $15.5 million, or 122%, to $28.2 million for the three months ended June 30, 2026 compared to $12.7 million for the three months ended June 30, 2025. The increase was primarily driven by increases in personnel costs of $5.2 million, depreciation and amortization expense of $4.1 million and stock-based compensation expense of $2.9 million.
General and Administrative Expenses
General and administrative expenses increased by $6.2 million, or 68%, to $15.4 million for the three months ended June 30, 2026 as compared to $9.2 million for the three months ended June 30, 2025. The increase was primarily driven by increases in personnel expenses of $2.0 million, stock-based compensation expense of $1.0 million, and software costs of $0.6 million. In addition, the prior period included a $1.0 million bad debt recovery that did not recur.
Sales and Marketing Expenses
Sales and marketing expenses increased by $4.8 million, or 71%, to $11.4 million for the three months ended June 30, 2026 as compared to $6.6 million for the three months ended June 30, 2025. The increase was primarily driven by increases in personnel costs of $2.5 million, marketing expenses of $0.9 million and stock-based compensation expense of $0.6 million.
Other Income (Expense), net
Interest income
Interest income increased by $0.7 million, or 17%, to $5.0 million for the three months ended June 30, 2026 as compared to $4.3 million for the three months ended June 30, 2025. The increase was driven primarily by interest earned on higher cash and cash equivalent balances and the Company’s investment in short-term government debt.
Interest Expense
Interest expense increased modestly to $0.3 million for the three months ended June 30, 2026 as compared to $0.2 million for the three months ended June 30, 2025.
Change in fair value of warrant liabilities
The change in fair value of warrant liabilities was zero for the three months ended June 30, 2026 as compared to $142.0 million for the three months ended June 30, 2025. The Company had no Public Warrants outstanding following the redemption of all remaining warrants on November 19, 2025 pursuant to the Warrant Agreement.
Other income (expense), net
Other income (expense), net increased by $3.4 million or 117%, to a net other income of $0.5 million for the three months ended June 30, 2026 as compared to a net other expense of $2.9 million for the three months ended June 30, 2025. The increase was primarily driven by the impact of net foreign exchange gain in the prior period of $3.3 million resulting from appreciation of the U.S. Dollar against certain foreign currencies.
Comparison of the Six Months Ended June 30, 2026 and 2025
The following table sets forth our results of operations for the periods indicated (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Variance |
| (In thousands, except share and per share data) | 2026 | | 2025 | | Amount | | % |
| Revenue | $ | 5,934 | | | $ | 18,096 | | | $ | (12,162) | | | (67) | % |
| Cost of revenue | 2,412 | | | 2,243 | | | 169 | | | 8 | % |
| Total gross profit | 3,522 | | | 15,853 | | | (12,331) | | | (78) | % |
| Operating expenses: | | | | | | | |
| Research and development | 54,032 | | | 22,982 | | | 31,050 | | | 135 | % |
| General and administrative | 35,663 | | | 17,108 | | | 18,555 | | | 108 | % |
| Sales and marketing | 21,832 | | | 13,556 | | | 8,276 | | | 61 | % |
| Total operating expenses | 111,527 | | | 53,646 | | | 57,881 | | | 108 | % |
| Loss from operations | (108,005) | | | (37,793) | | | (70,212) | | | 186 | % |
| Other income (expense), net: | | | | | | | |
| Interest income | 10,813 | | | 7,410 | | | 3,403 | | | 46 | % |
| Interest expense | (514) | | | (432) | | | (82) | | | 19 | % |
| Gain on investment in marketable securities, net | 1,880 | | | — | | | 1,880 | | | n/a |
| Change in fair value of warrant liabilities | — | | | (138,105) | | | 138,105 | | | (100) | % |
| Other income (expense), net | 997 | | | (3,830) | | | 4,827 | | | 126 | % |
| Total other income (expense), net | 13,176 | | | (134,957) | | | 148,133 | | | (110) | % |
| Loss before income taxes | (94,829) | | | (172,750) | | | 77,921 | | | (45) | % |
| Income tax benefit (provision), net | 28,444 | | | — | | | 28,444 | | | n/a |
| Net loss | (66,385) | | | (172,750) | | | 106,365 | | | (62) | % |
| Foreign currency translation adjustment | 158 | | | 1,285 | | | (1,127) | | | (88) | % |
| Unrealized losses on available-for-sale securities | (160) | | | — | | | (160) | | | n/a |
| Reclassification adjustment for realized gains (losses) included in net income | (16) | | | — | | | (16) | | | n/a |
| Net comprehensive loss | $ | (66,403) | | | $ | (171,465) | | | $ | 105,062 | | | (61) | % |
Revenue
Revenue decreased by $12.2 million, or 67%, to $5.9 million for the six months ended June 30, 2026 as compared to $18.1 million for the six months ended June 30, 2025. The decrease was primarily driven by a decrease in system sales of $13.3 million, partially offset by an increase in QCaaS revenue of $0.8 million and an increase in professional services revenue of $0.4 million. The decrease in system sales was primarily due to the timing of progress recognized under the percentage-of-completion method on the system contracted for delivery in each period.
Cost of Revenue
Cost of revenue increased by $0.2 million, or 8%, to $2.4 million for the six months ended June 30, 2026 as compared to $2.2 million for the six months ended June 30, 2025. The increase in cost of revenue was primarily due to an increase in personnel-related costs.
Operating Expenses
Research and Development Expenses
Research and development expenses increased by $31.0 million, or 135%, to $54.0 million for the six months ended June 30, 2026 compared to $23.0 million for the six months ended June 30, 2025. The increase was primarily driven by increases in personnel costs of $10.8 million, depreciation and amortization of $7.4 million and stock-based compensation expense of $6.1 million.
General and Administrative Expenses
General and administrative expenses increased by $18.6 million, or 108%, to $35.7 million for the six months ended June 30, 2026 as compared to $17.1 million for the six months ended June 30, 2025. The increase was primarily driven by an increase in professional fees of $7.2 million (largely comprised of transaction expenses from the Acquisition), an increase in personnel expenses of $4.6 million and acquisition-related insurance expenses of $2.1 million.
Sales and Marketing Expenses
Sales and marketing expenses increased by $8.2 million, or 61%, to $21.8 million for the six months ended June 30, 2026 as compared to $13.6 million for the six months ended June 30, 2025. The increase was primarily driven by increases in personnel costs of $3.6 million, marketing expenses of $2.1 million, and stock-based compensation expense of $1.3 million.
Other Income (Expense), net
Interest income
Interest income increased by $3.4 million, to $10.8 million for the six months ended June 30, 2026 as compared to $7.4 million for the six months ended June 30, 2025. The increase was driven primarily by interest earned on higher cash and cash equivalent balances and the Company’s investment in short-term government debt.
Interest expense
Interest expense increased modestly to $0.5 million for the six months ended June 30, 2026 as compared to $0.4 million for the six months ended June 30, 2025.
Gain on investment in marketable securities, net
Gain on investment in marketable securities, net was a gain of $1.9 million for the six months ended June 30, 2026 as compared to no gain or loss for the six months ended June 30, 2025. The gain in the current period was attributable to an observable price change resulting from a third-party transaction involving the Company’s investment in a privately-held company. Accordingly, the carrying value of the investment was adjusted based on the transaction price, resulting in a net gain. There was no similar activity for the six months ended June 30, 2025.
Change in fair value of warrant liabilities
The change in fair value of warrant liabilities was zero for the six months ended June 30, 2026 as compared to a decrease of $138.1 million for the six months ended June 30, 2025. The fair value of the warrant liabilities varied primarily with the trading price of the Public Warrants, which were listed on the NYSE. The trading price of the Public Warrants decreased during the six months ended June 30, 2025, generally in line with the decline in the trading price of the Common Shares, resulting in a corresponding decrease in the fair value of the warrant liabilities. The Company had no Public Warrants outstanding following the redemption of all remaining warrants on November 19, 2025 pursuant to the Warrant Agreement.
Other income (expense), net
Other income (expense), net increased by $4.8 million or 126%, to a net other income of $1.0 million for the six months ended June 30, 2026 as compared to a net other expense of $3.8 million for the six months ended June 30, 2025. The increase was primarily driven by the impact of net foreign exchange gain in the prior period of $4.8 million resulting from appreciation of the U.S. Dollar against certain foreign currencies.
Income tax benefit (provision), net
Income tax benefit (provision), net was $28.4 million for the six months ended June 30, 2026 as compared to zero for the six months ended June 30, 2025. The increase was primarily driven by deferred tax liabilities assumed in connection with the Quantum Circuits acquisition. The deferred tax liabilities provided an additional source of taxable income required to utilize existing deferred tax assets, which resulted in the partial release of the valuation allowance against the deferred tax assets.
Liquidity and Capital Resources
The Company has historically raised capital through equity issuances, including at-the-market (“ATM”) offerings, an Equity Line of Credit (“ELOC”) with Lincoln Park Capital Fund (“Lincoln Park”), and warrant exercises.
As of December 31, 2025, the Company had completed all issuances under its prior equity programs, including the ELOC and its ATM sales agreements. During the year ended December 31, 2025, the Company received significant net proceeds from these programs, as well as from warrant exercises, which strengthened its liquidity position.
The Company has no Public Warrants outstanding during 2026 following the redemption of all remaining warrants in November 2025 pursuant to the Warrant Agreement.
In addition, the Company entered into the Equipment Financing Agreement in August 2025, which provides a conditional commitment of up to $13.8 million to finance certain capital equipment purchases. Refer to Note 9 - Loans payable, net to the condensed consolidated financial statements for additional information.
Cash Flows
The following table sets forth our cash flows for the periods indicated (in thousands): | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2026 | | 2025 | | |
| Net cash provided by (used in): | | | | | |
| Operating Activities | $ | (73,463) | | | $ | (34,565) | | | |
| Investing Activities | (260,581) | | | (357) | | | |
| Financing Activities | (4,819) | | | 674,969 | | | |
| Effect of exchange rate changes on cash and cash equivalents | 158 | | | 1,285 | | | |
| Net increase (decrease) in cash and cash equivalents | $ | (338,705) | | | $ | 641,332 | | | |
Cash Flows Used in Operating Activities
Our cash flows from operating activities are significantly affected by the growth of our business, and are primarily related to research and development, sales and marketing and general and administrative activities. Our operating cash flows are also affected by our working capital needs and fluctuations in our working capital balances.
For the six months ended June 30, 2026, net cash used in operating activities was $73.5 million, an increase of $38.9 million from $34.6 million for the six months ended June 30, 2025. The change is primarily due to a decrease in net loss of $106.4 million, offset by an increase in cash released from working capital of $9.2 million (primarily related to the recognition of deferred revenue) and a decrease in noncash items added back to net loss of $154.5 million (primarily related to decreased non-cash charges related to remeasurement of the warrant liability, offset by increased non-cash deferred tax benefits).
Cash Flows Used in Investing Activities
Net cash used in investing activities during the six months ended June 30, 2026 was $260.6 million, an increase of $260.2 million from $0.4 million for the six months ended June 30, 2025. The increase primarily reflects cash consideration for the Acquisition of $252.8 million during the six months ended June 30, 2026. There was no similar activity during the six months ended June 30, 2025.
Cash Flows Provided by Financing Activities
Net cash used by financing activities during the six months ended June 30, 2026 was $4.8 million, as compared to net cash provided by financing activities of $675.0 million for the six months ended June 30, 2025. The change is primarily due to a decrease in proceeds from the issuance of Common Shares pursuant to equity offerings of $574.5 million, and a decrease in proceeds from warrant exercises of $99.3 million.
Contractual Obligations and Commitments
As of June 30, 2026, there have been no material changes with regard to contractual obligations from those disclosed in our “Management's Discussion and Analysis on Financial Condition and Results of Operations—Contractual Obligations and Commitments” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Critical Accounting Estimates
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, 2025.
Recently Issued and Adopted Accounting Standards
A discussion of recent accounting pronouncements is included in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies to our unaudited consolidated financial statements included elsewhere in this Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to financial market risks, including changes in foreign currency exchange rates and interest rates.
Foreign Currency Exchange Risk
We transact business globally in multiple currencies. International revenues and foreign-denominated monetary assets and liabilities expose us to the risk of fluctuations in foreign exchange rates against the U.S. dollar. Our principal currency exposure is to the Canadian dollar, with smaller exposures to the British pound, Euro, and Japanese yen. Considering historical trends in foreign exchange rates, we determined that it was reasonably possible that adverse changes in exchange rates of 10% could be experienced. We performed a sensitivity analysis on our foreign currency exposures to estimate the potential impact of this adverse 10% change. The estimated effects on our financial position would be as follows (in thousands):
| | | | | | | | |
| Impact | As of June 30, 2026 |
| Foreign denominated monetary assets and liabilities | OI&E | $ | (4,523) | |
Interest Rate Risk
We had cash, cash equivalents, and short-term investments of $546.2 million as of June 30, 2026. We hold our cash and cash equivalents for working capital and general corporate purposes. Our cash and cash equivalents are held in cash and checking deposits, money market funds, and U.S. government securities. Our investments are held in short-term U.S. government securities. The primary objective of our investment activities is to preserve principal while at the same time maximizing yields without significantly increased risk. To achieve this objective, we invest in highly liquid securities depending on our strategic cash needs. Due to the nature of these instruments, we believe that we do not have any material exposure to changes in the fair value due to changes in interest rates. Declines in interest rates, however, would reduce our future interest income. Further, in the event of a significant decline in interest rates, we would consider taking actions to mitigate our exposure to the change.
Item 4. Controls and Procedures
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2026, our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act was recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information was accumulated and communicated to our management to allow timely decisions regarding required disclosure. Accordingly, we believe that the consolidated financial statements included in this Report do fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), during the three months ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Part II - Other Information
Item 1. Legal Proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course of business. There are currently no pending or threatened legal proceedings or claims against us that, in our opinion, are likely to have a material adverse effect on our business, operating results, financial condition or cash flows. Defending such proceedings is costly and can impose a significant burden on management and team members. The results of any future litigation cannot be predicted with certainty, but regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk Factors
Except as set forth below, there have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026:
The following risk factor is amended and restated in its entirety to read as follows:
If we are unable for any reason to meet the continued listing requirements of Nasdaq, such action or inaction could result in a delisting of our Common Shares.
From August 5, 2022 through July 24, 2026, our Common Shares were listed on the NYSE. In July 2026, we voluntarily transferred the listing and trading of our Common Shares from the NYSE to Nasdaq, retaining the ticker symbol “QBTS”. The listing and trading of our Common Shares on the NYSE ended as of market close on July 24, 2026 and trading of our Common Shares on Nasdaq began at market open on July 27, 2026.
We were notified by the NYSE on three occasions, most recently in October 2024, that we were not in compliance with the NYSE's continued listing requirements because the average closing price of our Common Shares was less than $1.00 over a consecutive 30 trading-day period. Such notices had no immediate impact on the listing of our Common Shares, which continued to be listed and traded on the NYSE and on each occasion we regained compliance with the NYSE listing requirements during the period allowed to regain compliance.
Following the transfer of the listing of our Common Shares to Nasdaq, we are subject to similar Nasdaq continued listing requirements. If we cannot remain in compliance with the Nasdaq listing requirements, or cannot regain compliance if we become non-compliant in the future, our Common Shares will be delisted from Nasdaq. The delisting of our Common Shares from Nasdaq would likely make it more difficult for us to raise capital on favorable terms in the future, would likely have a negative effect on the price of our securities and would impair our stockholders' ability to sell or purchase our securities when they wish to do so. In the event of a delisting, actions taken by us to restore compliance with listing requirements may not allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent such securities from dropping below any minimum bid price requirement or prevent future non-compliance with the Nasdaq listing requirements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
From time to time, some of the Company’s directors or executive officers may determine that it is advisable to diversify their investments for personal financial planning reasons or may seek liquidity for other reasons and may sell Common Shares. To effect such sales, from time to time, some of the Company’s directors or executive officers may enter into trading plans that are designed to comply with the Company’s Amended and Restated Securities Trading Policy and intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.
During the three months ended June 30, 2026, the following executive officer of the Company adopted a “Rule 10b5-1 trading arrangement,” as such term is defined under Item 408 of Regulation S-K:
| | | | | | | | | | | |
| Name and Title of Director or Executive Officer | Date of Adoption | Expiration Date of Trading Arrangement1 | Aggregate Number of Securities to be Sold |
John M. Markovich, Executive Vice President & Chief Financial Officer | June 16, 2026 | March 15, 2027 |
Up to 495,374 Common Shares |
1 The trading arrangement may end earlier if all transactions under the trading arrangement are completed prior to the expiration date.
During the three months ended June 30, 2026, none of the Company's directors or other executive officers adopted a “Rule 10b5-1 trading arrangement,” and none of the Company’s directors or executive officers modified or terminated a “Rule 10b5-1 trading arrangement” or adopted, modified, or terminated a “non-Rule 10b5-1 trading arrangement,” as such terms are defined under Item 408 of Regulation S-K.
Item 6. Exhibits
| | | | | | | | | | | | | | | | | |
Exhibit No. | Description | Incorporated by Reference Exhibits |
| | Filer | Form | Exhibit | Filing Date |
| 10.1# | | D-Wave Quantum Inc. | 8-K | 10.1 | May 4, 2026 |
| 10.2*#† | | | | | |
| 10.3*#† | | | | | |
| 10.4*#† | | | | | |
| 10.5* | | | | | |
31.1* | | | | | |
31.2* | | | | | |
32.1** | | | | | |
32.2** | | | | | |
101.INS* | Inline XBRL Instance Document. | | | | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | | | | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document. | | | | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | | | |
* Filed herewith.
** Furnished with this report in accordance with Item 601(b)(32) of Regulation S-K, this exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.
# Indicates management contract or compensatory plan or arrangement.
† Certain portions of this exhibit (indicated by “[*****]”) have been redacted pursuant to Regulation S-K, Item 601(a)(6).
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | |
| D-Wave Quantum Inc. |
| | |
| August 6, 2026 | By: | /s/ John M. Markovich |
| | John M. Markovich |
| | Chief Financial Officer |
| | (Principal Financial and Accounting Officer and Duly Authorized Officer) |
Exhibit 10.2
[D-Wave Commercial Inc. Letterhead]
August 19, 2024
Sophie Ames
[*****]
Full-Time Employment Agreement
This Agreement sets out the terms and conditions of your employment with D-Wave Commercial Inc. (the “Company”). If you agree with these terms and conditions, please return to us a signed copy of this Agreement.
1.Term: Subject to the Company being satisfied with your references, credit and background check in its sole discretion, your employment with the Company will commence on September 23, 2024 (the “Commencement Date”) and your employment with the Company will continue under the terms and conditions of this Agreement until your employment is terminated as hereinafter provided.
2.Position and Duties:
a)Position and Duties and Responsibilities: You will be employed by the Company in the position of Chief Human Resources Officer, reporting to the Chief Executive Officer of the Company. You will perform or fulfil such duties and responsibilities as normally or usually associated with that position and such other duties and responsibilities as may be directed from time to time by the Company in its sole discretion. You will abide by the policies, directions and practices of the Company. In its sole discretion, the Company may alter, amend, create or terminate policies, directions and practices. The terms and conditions of this Agreement, unless otherwise modified by the Company in writing as set out in Section 13, will continue to apply to you despite any such changes. b)Location of Work: We have agreed that your principal place of work will be your home in California. You must remain a resident of [*****] for tax and employment laws purposes and you are not authorized to relocate outside of [*****] without our consent. You must be reachable at all times during the hours of work set out in Section 2(c) by telephone, email, instant messaging applications or similar means, comply with all security procedures provided by the Company, and allow representatives of the Company to access your remote workplace as requested from time to time in order that the Company can ensure that it complies with all applicable laws and policies, including occupational health and safety regulations. You understand and agree that the Company is an international organization with an expanding business in the marketplace. Accordingly, a fundamental requirement of your position is that you will be required to regularly travel both inside and outside of North America as required by the Company in performance of your duties. In addition, from time to time as required by the Company in its sole discretion, you may be assigned new reporting relationships. Any major change in the location of your employment will be subject to expense reimbursement in accordance with the Company’s policies.
c)Scope and Hours of Work: During your employment, and subject to the Company’s business needs, you will perform at least 40 hours per week of work on such dates and times as determined by the Company in its sole discretion. While working you will devote your full time, attention and abilities to the effective and competent performance of your duties and responsibilities and you will give the Company the full benefit of your knowledge, expertise, technical skill and ingenuity. You are required to work such hours as are necessary to properly and effectively perform your duties and this may involve working hours that fall outside your usual working hours. Your base salary is paid to you in full and final compensation for all hours that you work for the Company, and you are not entitled to overtime pay or to time off in lieu.
3.Compensation:
a)Salary: You will be paid an annual base salary of USD$385,000, payable in equal instalments on the 15th and last day of each month, less all required or permitted withholdings and remissions, according to the Company’s regular payroll schedule (the “Salary”). Your Salary may be increased, from time to time, as approved by the Chief Executive Officer of the Company or the Compensation Committee (the “Committee”) of the board of directors of D-Wave Quantum Inc. (the “Board”), as appropriate. For all purposes under this Agreement, the term “Salary” shall refer to your annual base salary as in effect from time to time.
b)Performance Bonus: You will be eligible to participate in the D-Wave Annual Incentive Plan (the “AIP”) and any performance-based incentive plan in a future year that applies to permanent full-time employees of the Company who are at the level of Chief Human Resources Officer. Payment of any bonus to you is subject to the terms and conditions of the applicable AIP, and your on-target bonus under any applicable AIP will be 70% of the Base Salary, based on achievement of the corporate objectives under the applicable AIP, and your personal objectives set by the CEO in relation to the applicable AIP. The adoption of, terms of, funding of, and setting and evaluation of achievement of the corporate objectives is in the sole discretion of the Board.
c)Signing Bonus: You will be eligible for a signing bonus of USD$150,000.00 (less all required or permitted withholdings and remissions) (the “Signing Bonus”). As a condition of the Company agreeing to provide you with the Signing Bonus, you must agree to the terms set out in the Signing Bonus Acknowledgement attached as Exhibit A to this Agreement.
d)Vacation Entitlement: As long as you remain a permanent employee of the Company working mainly in the United States, you will be entitled to participate in the Company’s unlimited vacation plan. Any vacation will be taken at such time or times as mutually agreed by the parties, and in compliance with the policies of the Company as amended from time to time. Failing such agreement, the Company may schedule your vacation time or times based on business considerations of the Company. Under the Company’s unlimited vacation plan, you will not accrue vacation days. Therefore, the Company will not compensate unused vacation time for any given year or upon termination of employment.
e)Medical Insurance and Other Benefits: The Company will make available to you the insured benefit plans customarily available to its US full-time employees at your level (the “Benefits”). Your participation in some of the Benefits may be mandatory in accordance with the terms and conditions of the Benefits. The terms and conditions of the Benefits, and your ability to qualify for the Benefits, will be determined by the plans or policies from time to time established, amended or purchased by the Company in its sole discretion. The Company retains the right to establish new Benefits and to eliminate, modify or alter any Benefits or benefit carriers from time to time and at any time in its sole discretion without advance notice. The terms and conditions of this Agreement will continue to apply to you despite any such changes. The Company’s obligations will not be to act as a self-insurer unless otherwise expressly stated in the terms and conditions of the applicable Benefits. The Company will, where applicable, pay premiums to an insurance carrier of its choice. All decisions regarding eligibility and coverage will be made by such insurance carrier; the Company will not bear any responsibility or liability therefore.
f)Equity Incentive Plan: You will be eligible to participate in the 2022 Equity Incentive Plan of D-Wave Quantum Inc. (the “Plan”), in accordance with the terms of such Plan. After your employment with the Company has commenced, management of the Company will recommend to the Committee that you receive an equity incentive grant of D-Wave Quantum Inc. of 750,000 restricted stock units on such terms and conditions as determined by the Committee in their sole discretion and which will be subject to approval by the Board.
4.Clawback Policy: This Agreement, and any amounts received hereunder, shall be subject to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted or amended from time to time, including the clawback policy attached as Exhibit B to this Agreement, or (ii) any applicable law, rule or regulation or applicable stock exchange rule.
5.Confidentiality:
a)Access to Confidential Information: You acknowledge that in the course of performing and fulfilling your duties and responsibilities to the Company, you may be entrusted with Confidential Information, and that the disclosure of the Confidential Information to suppliers, partners, collaborators, resellers, competitors or customers of the Company or its Affiliates or to the general public will be highly detrimental to the best interests and business of the Company and its Affiliates. “Affiliates” means any entity or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Company.
b)Definition: “Confidential Information” means trade secrets and information that is not generally known to the public or that would be reasonably considered confidential and proprietary to the Company, its Affiliates and their suppliers, partners, collaborators, resellers and customers, and includes but is not limited to:
i)trade secrets, know-how, concepts, ideas whether patentable or not, methods, processes, formulae, apparatus, standards, product specifications and processing procedures;
ii)revenue, costs, pricing and other financial data;
iii)any customer or business partner information (including without limitation, names, preferences, financial information, addresses or telephone numbers);
iv)all access codes, systems software applications, software/systems source and object codes, data, documentation, program files, flow charts, operational procedures, locations of operations, merchant numbers and merchant support and verification numbers; and
v)excluding wages and terms and conditions of employment, the private affairs of the Company and its Affiliates, or any other proprietary information of the Company or its Affiliates related to their business and affairs, whether acquired in the course of your employment with the Company or incidentally.
c)Exclusions: Notwithstanding the provisions of Section 4(b), “Confidential Information” does not include information or data which:
i)is in the public domain at the date of its disclosure to you, or which thereafter enters the public domain through no fault of yours or of any other person owing a duty of confidentiality to the Company or its Affiliates (but only after it enters the public domain); or
ii)was in your possession on a non-confidential basis prior to being disclosed under this Agreement as reasonably demonstrated by your written records;
iii)provided that information which comprises part of the Confidential Information will not be included within the foregoing exceptions merely because individual parts of the information were within the public domain or were within your prior possession.
d)Use and Disclosure: You acknowledge that you will receive the Confidential Information solely for the purpose of carrying out your duties and responsibilities as an employee of the Company. Except as may be specifically required in the course of carrying out such duties and responsibilities, you will not, during the term of your employment with the Company or at any time thereafter:
i)disclose any Confidential Information to any person or entity, without the prior written consent of the Company; or
ii)use or exploit, directly or indirectly, the Confidential Information for any purpose other than the proper purposes of the Company.
iii)Despite the foregoing, if you are required by law to disclose any Confidential Information, to the extent permitted by law, you will promptly notify the Company that you may be required
to disclose Confidential Information and you will consult with and cooperate with the Company in any attempt to resist or narrow such disclosure or to obtain an order or other assurance that such information will be accorded confidential treatment. Notwithstanding any disclosure required by law, the Confidential Information disclosed will, for all other purposes, continue to be treated as Confidential Information under this Agreement.
iv)Nothing in this Agreement in any way prohibits or is intended to restrict or impede you from discussing the terms and conditions of your employment, exercising protected rights under Section 7 of the National Labor Relations Act, or disclosing or discussing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.
e)Return: Upon the termination of your employment with the Company for any reason, or upon the written request of the Company at any time, you will return immediately to the Company all Confidential Information then in your possession or under your control, including all written information, tapes, discs or memory devices and copies thereof including, without limitation, all papers, drawings, notes, notebooks, correspondence, records, reports, lists, photographs, memoranda, manuals, specifications, designs, devices and documents, and any other material on any medium in your possession or control pertaining to the Company. You will also return any computers, phones, keys, pass cards, identification cards or other property belonging to the Company.
6.Corporate Opportunities and Intellectual Property:
a)Opportunities: Any business opportunities related to:
i)the current business or prospective business of the Company or its Affiliates;
ii)any of the Confidential Information or any of the Property (as defined below); or
iii)any work performed by you for the Company;
which become known to you during the period of your employment with the Company must be promptly and fully disclosed and made available by you to the Company, and you agree not to take or omit to take, without the prior written approval of the Company, any action if the result would be to divert from the Company or its Affiliates any such opportunity.
b)Property Ownership: You acknowledge and agree that all right, title and interest in and to any information, documents, drawings, plans, models, works, trade secrets, inventions, discoveries, methods, improvements, research materials, designs, algorithms, user interfaces, application programming interfaces, software and databases, including all Confidential Information and including all intellectual property rights associated therewith, that:
i)relate to the Company’s or its Affiliates’ business, as it may be conducted from time to time, and is made or conceived directly or indirectly by you during the course of your employment, whether or not conceived or made during your regular working hours and whether or not you are specifically instructed to make or develop the same and whether made solely, jointly or in combination with others;
ii)are made or conceived directly or indirectly by you during the course of your employment and during your regular working hours, whether or not you are specifically instructed to make or develop the same or whether made solely, jointly or in combination with others; or
iii)are made or conceived directly or indirectly by you during the course of your employment and using the Company’s or its Affiliates’ tools and equipment, whether or not conceived or made during your regular working hours and whether or not you are specifically instructed to make or develop the same and whether made solely, jointly or in combination with others;
(collectively the “Property”), will be for the benefit of the Company or its Affiliates, as applicable, and will be considered to have been made under and by virtue of this Agreement and will immediately become the property of the Company or its Affiliates, as applicable. Any invention described in a patent application filed by or on behalf of you, or which is disclosed to third parties by you within one (1) year after terminating your employment with the Company which relates to your work with the Company, is rebuttably presumed to have been conceived or made during the period of your employment by the Company using the trade secrets or other intellectual property rights of the Company or its Affiliates, and you hereby assign and agree to assign the invention and all rights therein to the Company as provided by this Agreement, including any application or registration related to such invention. The assignment or offer to assign set forth in this Section 5(b) does not apply to an invention in relation to which you can clearly show by corroborating evidence that such invention was made without the use of the Company’s or its Affiliates’ trade secrets or other intellectual property rights and was made entirely on your own time, without the use of Company’s or its Affiliates’ equipment, supplies or facilities, unless (a) the invention relates (i) directly to the business of the Company or its Affiliates, or (ii) to the Company’s or its Affiliates’ actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by you for the Company or its Affiliates. c)Assignments: You hereby assign and agree to assign to the Company your entire right, title and interest in and to any and all of the Property and to all letters patent, design patents, industrial designs, copyright, mask works, trade-marks, trade secret rights, and all other intellectual property rights, and all applications therefor which may be or may have been filed on the Property by or for you or in your name, or which may have been issued to you or for your benefit, whether filed or issued in the United States or any other country whatsoever, including the right to claim priority thereof, to file directly in the Company’s own name, to have patents grant in the Company’s own name, and to pursue damages for infringement of any such rights, including for past infringement. You further agree to execute any papers evidencing such assignment, including executing counterpart or short form assignment documents, and to fully cooperate as may be requested by the Company, at the Company’s own expense, in evidencing such assignment and in securing intellectual property rights in the Property.
d)Moral Rights: You forever waive and release in favor of the Company and its Affiliates any right, title or interest you have or may have in and to the Property including, without limitation, any right to claim authorship or anonymity, any right to restrain or claim damages for any modification, alteration or deletion of the Property or any part thereof, any right to restrain the use or reproduction of the Property, and any right to use or reproduce the Property, in each case, in any context and in connection with any product, service, cause or institution, and any right or benefit in law known as “moral” rights or any similar law anywhere in the world and all rights under the Canadian Copyright Act.
e)Publications: You will not publish or disclose, or assist others to do so, any particulars of the Property or of any Confidential Information to any person or entity without the prior written consent of the Company.
f)Removal of Property: All records, files, source or object codes, data, materials, tapes, documents, equipment, drawings, plans, models and the like relating to the Confidential Information or the Property is and will remain the sole and exclusive property of the Company or its Affiliates, as applicable. Except as authorized by the Company, you will not remove physically, electronically or in any other manner whatsoever from the premises of the Company or store or permit to be stored in any location other than the premises of the Company the Property or the Confidential Information or any records, files, source or object codes, data, materials, tapes, documents, equipment, drawings, plans, models and the like relating to the Confidential Information or Property.
g)Third Party Confidential Information and Conflicts of Interest: The Company relies on its Confidential Information and Property and respects the confidential information and property of others. For this reason, the Company does not want, does not need and will not accept the confidential information or property of any third party, including but not limited to any of your
former employers. You represent and warrant to the Company that by entering into this Agreement with the Company you will not be in breach of any laws or agreement with any third party nor will you be in a position of conflict of interest to any third party. In particular, you represent and warrant to the Company that you are not subject to any law, agreement with or other obligation that would restrict your ability to perform your employment duties to the Company or that would in any way impair the Company’s ownership of the Confidential Information or Property. During your employment with the Company, you are strictly prohibited from using or disclosing to the Company any information that you obtained in confidence from a third party. You understand and agree that any breach of this Section, regardless of the materiality of the breach, will constitute immediate grounds for termination of your employment for cause.
7.Restrictive Covenant:
a)The parties acknowledge that the Company’s and its Affiliates’ business is highly competitive and that in the course of your employment you will be privy to Confidential Information and other proprietary information concerning the Company’s and its Affiliates’ business and that the Company’s and its Affiliates’ business would be vulnerable to competition from you.
b)Accordingly, you will not during the term of your employment with the Company and following the date that your employment with the Company ceases (regardless of who initiated the termination and whether the termination was with or without cause), either individually or in partnership, or in conjunction in any way with any other persons, whether as principal, agent, consultant, shareholder, guarantor, creditor, or in any other manner whatsoever:
i)other than in the performance of your duties and responsibilities, use any of the Company’s and its Affiliates’ Confidential Information for any reason without the express written permission of the Company, including to:
1)engage in, carry on or otherwise be concerned with or have any interest in, or advise, lend money to, guarantee the debts or obligations of, permit your name, or any part thereof, to be used or employed by any person, firm, association, syndicate or corporation engaged in or concerned with a business competitive with that of the Company or its Affiliates; or
2)directly solicit or induce or attempt to solicit or induce any person who was employed by the Company or its Affiliates on the date of the termination of your employment, to terminate his or her employment with the Company or its Affiliates or to commence an employment or other business relationship with another entity; or
3)solicit, interfere with or endeavor to entice away from the Company or its Affiliates, accept any business from or the patronage of or enter into the employment of or render any service to, sell to or contract or attempt to contract with, any person, firm, or corporation who was, during the term of your employment, a customer or supplier of the Company or its Affiliates, or a prospective customer or supplier of the Company or its Affiliates.
c)The parties agree that the foregoing provisions are reasonable and necessary in order to protect the interests and Confidential Information of the Company and its Affiliates.
d)You agree and acknowledge that this covenant is given for good and valuable consideration (receipt of which is hereby acknowledged) and that by reason of your unique knowledge of and association with the business of the Company and its Affiliates, the scope of this covenant as to both time and area is reasonable and commensurate with the protection of the legitimate interests of the Company and its Affiliates. Section 6 of this Agreement applies regardless of the reason for your cessation of employment from the Company, and is severable from the other provisions of this Agreement.
e)When your employment with the Company terminates, you agree to notify any subsequent employer of the restrictive covenants set forth in this Section and your continuing obligations not to or disclose the Company’s Confidential Information. In addition, you authorize the Company to provide notice of your continuing obligations regarding the Company’s Information to third parties, including but not limited to, your subsequent, anticipated or possible future employer.
f)The parties agree that if a court of competent jurisdiction will limit, restrict or otherwise change the time period or the types of business referred to in this Section, then the limited, restricted or changed time period or types of business determined by such a court will, for the purposes of this Section 6, be deemed to be the original time period and/or types of business referred to in such Sections as if they were the original time period and business set out herein. 8.Resignation: You can resign from employment with the Company by providing to the Company four (4) weeks’ prior written notice of your resignation. The Company may elect, in its sole discretion, to not require that you attend work for any portion of this four (4) week notice period in which case your Salary would continue for the balance of the notice period and your benefits would, at the option of the Company, cease effective on your last day of work.
9.Termination:
a)Employment At Will: Your employment with the Company is “at will” according to the laws of the State of California. As an at-will employee, you or the Company may terminate your employment at any time with or without cause and with or without notice except where applicable United States federal, California or local law provides otherwise. The Company also has sole discretion to modify the terms and conditions of your employment. No representative of the Company, other than the CEO has the authority to change the “at-will” status of any employee, and in order to be effective, the change must be in writing.
b)With Cause and Without Cause: Notwithstanding the generality of Section 9(a), the Company may:
(i)immediately terminate your employment if you exhibit conduct of any kind that would justify an employer in the state of California discharging an employee for cause at common law; and
(ii)at any time, terminate your employment pursuant to this Agreement at its sole discretion for any reason, without cause, by providing you with twelve (12) months’ Base Salary as a lump sum payment, twelve months’ Base Salary continuance, or a combination of the two, on the express condition that on or about the effective date of any such termination you sign and do not thereafter revoke the Company’s standard form of release of any claims or entitlements from or against the Company arising from or related to your hiring, benefits, employment or the termination of your employment, whether pursuant to statute, contract, tort, common law, or otherwise. By way of example, and for purposes of clarity, the provision of two (2) months Base Salary continuance and ten (10) months Base Salary as a lump sum payment will be in compliance with this Agreement. Base Salary continuance will be in semi-monthly instalments on the same schedule as the regular Company payroll. The provision of Base Salary as a lump sum payment, payment of Base Salary continuance, or combination of the two will be in satisfaction of all rights and claims, either under statue or common law, that you may have arising from your employment and the termination of employment.
c)Change of Control: Notwithstanding Section 9(c), in the event that a Change of Control of D-Wave Quantum Inc. (as defined in the Plan) occurs and your employment with the Company is terminated by the Company without cause during the twelve (12) month period following the Change in Control, on the express condition that on or about the effective date of any such termination you sign and do not thereafter revoke the Company’s standard form of release of any claims or entitlements from or against the Company arising from or related to the termination of your employment, whether pursuant to statute, contract, tort, common law, or otherwise, that portion of the awards granted to you under the Plan which would, but for your termination, have
vested within the twelve (12) months following the termination will vest immediately on the date of termination.
10.Irreparable Harm: You acknowledge and agree that a breach of any of the covenants of this Agreement by you may not be adequately compensated for by monetary award and may cause irreparable harm to the Company and its Affiliates. Accordingly, you agree that in addition to all of the remedies available to the Company and its Affiliates at law or in equity, including the right to seek recovery of damages, the Company and its Affiliates will be entitled as a matter of right to apply for equitable relief (including without limitation, injunctive relief) in any court of competent jurisdiction, enjoining any threatened or actual breach, to ensure your compliance with the provisions of this Agreement.
11.Assignment and Enurement: You may not assign this Agreement, or any part of this Agreement or any of your rights under this Agreement, without the prior written consent of the Company. The Company may assign this Agreement to any other entity at any time in its sole discretion. This Agreement enures to the benefit of and is binding upon you and the Company and the respective heirs, executors, administrators, successors and permitted assigns.
12.Severability: If any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, then that provision or portion will be severed from this Agreement unless otherwise provided. The rest of this Agreement will remain in full force and effect.
13.Entire Agreement: This Agreement contains the whole agreement between you and the Company with respect to your employment with the Company, and there are no representations, warranties, collateral terms or conditions, express or implied, other than as set forth in this Agreement. This Agreement supersedes all prior agreements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or oral, express or implied, statutory or otherwise, between you and the Company. You hereby waive any right to assert a claim in tort based on any pre-contractual representations, negligent or otherwise, made by the Company. You also hereby confirm that you have not been induced to enter into this Agreement by any prior agreement, negotiation, discussion, undertaking, representation, warranty, or understanding, whether written or oral, express or implied, statutory or otherwise, between you and the Company. No change or modification of this Agreement will be valid unless it is in writing and executed by both parties. The terms and conditions of this Agreement will govern your employment with the Company, regardless of the length of employment or any changes to your position, compensation, title and regardless of whether such change is material or otherwise.
14.Notice: Any notice required or permitted to be given hereunder must be in writing and will be sufficiently given or made if delivered or sent by email or by registered mail to the address of the parties set out on page 1 hereof. Any notice so given will be deemed to have been given and to have been received on the day of delivery if it is a business day and otherwise on the next succeeding business day or, if mailed, on the third business day following the mailing thereof (excluding each day during which there exists any interruption of postal services due to strike, lockout or other cause). Addresses for notice may be changed by giving notice in accordance with this Section.
15.Non-waiver: No failure or delay by you or the Company in exercising any power or right under this Agreement will operate as a waiver of such power or right. Any consent or waiver by you or by the Company to any breach or default under this Agreement will be effective only in the specific instance and for the specific purpose for which it was given.
16.Survival of Terms: The provisions of Sections 4 to 19 of this Agreement will survive the termination of your employment and this Agreement.
17.Collection and Use of Personal Information: You acknowledge that the Company will, and hereby consent to the Company collecting, using and disclosing personal information about you where reasonably necessary for security, employment and business purposes in accordance with applicable legislation and any privacy policy of the Company that may be in effect from time to time.
18.Further Assistance and Independent Legal Advice: The parties will execute and deliver any documents and perform any acts necessary to carry out the intent of this Agreement. You also represent and warrant to the Company and acknowledge and agree that you have been provided an opportunity to seek and were not prevented nor discouraged by the Company from seeking independent legal advice prior to signing and delivering this Agreement.
19.Governing Laws: This Agreement will be construed in accordance with and governed by the laws of the State of California (without reference to its conflict of law principles), and the courts of the State of California will have exclusive jurisdiction over any dispute arising from or in any way related to this Agreement.
THE PARTIES have executed this agreement as of the date written above.
D-Wave Commercial Inc.
Per: /s/ Alan Baratz
ALAN BARATZ
CEO
I acknowledge and accept the terms and conditions of my employment with the Company as set out above.
/s/ Sophie Ames
SOPHIE AMES
EXHIBIT A
Signing Bonus Acknowledgement
See attached.
D-WAVE QUANTUM INC. SIGNING BONUS
Acknowledgement Form
We are pleased to offer you a signing bonus of USD$150,000.00 (less all required or permitted withholdings and remissions) (the “Signing Bonus”), subject to the terms and conditions set out in this letter.
As a condition of the Company agreeing to provide you with the Signing Bonus, you must agree that should you resign or should the Company terminate your employment for cause within one year from your employment start date, the Company may deduct the Signing Bonus from your final pay, and that in the event of a shortfall between your final pay and the Signing Bonus, you will immediately repay the shortfall to the Company.
I, SOPHIE AMES, acknowledge that I have read and reviewed and I have had an opportunity to ensure that I clearly understand the terms and conditions of the Signing Bonus being offered to me. I agree that if I resign or should the Company terminate my employment for cause within one year from my employment start date with the Company, the Company may deduct the Signing Bonus from my final pay, and that if there is a shortfall between my final pay and the Signing Bonus, I will immediately repay the shortfall to the Company.
AGREED and ACKNOWLEDGED:
/s/ Sophie Ames
SOPHIE AMES
19-Aug-2024
Date
EXHIBIT B
Clawback Policy
See attached.
D-WAVE QUANTUM INC.
CLAWBACK POLICY
Effective October 2, 2023
1.Purpose. The purpose of this D-Wave Quantum Inc. (the “Company”) Clawback Policy (the “Policy”) is to provide for the recovery of certain incentive-based compensation in the event that the Company is required to prepare an Accounting Restatement (as defined below). This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”) and New York Stock Exchange Listed Company Manual Section 303A.14 (the “Listing Rule”).
2.Policy Administration; Effective Date; Retroactive Application. This Policy shall be administered by the Compensation Committee of the Board (the “Committee”). The Committee is authorized to interpret and construe this Policy and to make all determinations it deems necessary, appropriate or advisable for the administration of this Policy and for the Company’s compliance with the Exchange Act, Rule 10D-1 and the Listing Rule in connection with this Policy. Any determinations made by the Committee shall be final and binding on all affected individuals. This Policy shall be effective as of October 2, 2023 (the “Effective Date”). The terms of this Policy shall apply to any Incentive-Based Compensation that is received by Executive Officers on or after the Effective Date.
3.Definitions. As used in this Policy, the following capitalized terms shall have the meanings set forth below.
•“Accounting Restatement” means an accounting restatement of the Company’s financial statements due to material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly, a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly, a “little r” restatement).
•“Accounting Restatement Date” means the earlier to occur of: (a) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and (b) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
•“Applicable Period” means the three completed fiscal years immediately preceding the Accounting Restatement Date, as well as any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period that comprises a period of at least nine months shall count as a completed fiscal year).
•“Board” means the board of directors of the Company.
•“Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code or regulation thereunder includes such section or regulation, any valid regulation or other official guidance promulgated under such section and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
•“Commission” means the U.S. Securities and Exchange Commission.
•“Erroneously Awarded Compensation” means, in the event of an Accounting Restatement, the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had such Incentive-Based Compensation been determined according to the Accounting Restatement and must be computed without regard to any taxes paid by the relevant Executive Officer. For Incentive-Based Compensation based on stock price or total stockholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (i) the amount of Erroneously Awarded
Compensation must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was received; and (ii) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Stock Exchange.
•“Executive Officers” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a significant policy-making function or any other person who performs similar significant policy-making functions for the Company. An executive officer of the Company’s parent or subsidiary is deemed an Executive Officer if they perform significant policy-making functions for the Company. Notwithstanding the foregoing, the Committee may determine, from time to time and in its sole discretion, that any other officer, director or employee of the Company, or any other person who receives Incentive-Based Compensation from the Company, is subject to this Policy.
•“Financial Reporting Measure” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measures that are derived wholly or in part from such measures. For the avoidance of doubt, stock price and total shareholder return are Financial Reporting Measures, and a Financial Reporting Measure need not be presented within the financial statements or included in a filing with the Commission.
•“Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation is received for purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period. For clarity, this Policy does not apply to (i) compensation that is granted, earned or vested based solely on the passage of time, continued employment, or satisfaction of one or more strategic measures (e.g. consummating a merger or divestiture) or operational measures (e.g. completion of a project, increase in market share), (ii) base salary, or (iii) discretionary cash bonuses that are awarded solely at the discretion of the Board so long as the compensation described in subsections (i), (ii) and (iii) of this paragraph were not based on the attainment of a Financial Reporting Measure.
•“Listing Rule” has the meaning set forth in Section 1 of this Policy.
•“Stock Exchange” means the New York Stock Exchange.
4.Policy Application. This Policy applies to Incentive-Based Compensation received by a person (a) after beginning services as an Executive Officer, (b) who served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation, (c) while the Company had a class of securities listed on a national securities exchange or a national securities association and (d) during the Applicable Period.
5.Required Recoupment; Accounting Restatement. In the event of an Accounting Restatement, the Company shall reasonably promptly recover the amount of any Erroneously Awarded Compensation as determined in accordance with this Policy. Recovery of Erroneously Awarded Compensation under this Policy is required without regard to whether any misconduct occurred or an Executive Officer’s responsibility or oversight (or lack thereof) for the erroneous financial statements leading to an Accounting Restatement.
6.Erroneously Awarded Compensation: Amount Subject to Recovery. The amount of Erroneously Awarded Compensation subject to recovery under this Policy, as determined by the Committee, is the amount of Incentive-Based Compensation received by an Executive Officer that exceeds the amount the Executive Officer would have received had the Incentive-Based Compensation been determined based on the Accounting Restatement. For Incentive-Based Compensation based on stock price or total shareholder return, the Company shall use a reasonable estimate of the effect of the Accounting Restatement on the applicable measure to determine the amount of Erroneously Awarded Compensation to be recovered.
The Committee shall determine, in its sole discretion, the appropriate means of recovery of Erroneously Awarded Compensation, taking into account all applicable facts and circumstances, including the time value of money and the cost to shareholders of delaying recovery. To the extent that an Executive Officer fails to repay to the Company when due any amount of Erroneously Awarded Compensation subject to recovery under this Policy, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from such Executive Officer.
Notwithstanding anything herein to the contrary, the Company shall not be required to recoup Erroneously Awarded Compensation to the extent that pursuit of recovery of such Erroneously Awarded Compensation would be impracticable because:
a.The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover and provide that documentation to the Stock Exchange;
b.Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company must obtain an opinion of home country counsel, acceptable to the Stock Exchange, that satisfies the applicable opinion and disclosure requirements of Rule 10D-1 and the Listing Rule and provide such opinion to the Stock Exchange; or
c.Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Code.
7.No Indemnification of Executive Officers. The Company is prohibited from indemnifying any Executive Officer or former Executive Officer against the loss of Erroneously Awarded Compensation, including any payment or reimbursement for the cost of third-party insurance purchased by any Executive Officers to fund potential obligations under this Policy.
8.Required Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including disclosures required by Commission filings.
9.Application of this Policy. This Policy shall supersede any agreement (whether entered into before, on or after the Effective Date) that exempts any Incentive-based Compensation from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation.
10.Amendment; Termination. The Committee may amend, modify, supplement, rescind or replace all or any portion of this Policy from time to time in its sole discretion and shall amend this Policy as it deems necessary to comply with applicable law or any rules or standards adopted by the Stock Exchange. Notwithstanding anything in this Section 10 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, Commission rules, or Stock Exchange rules.
11.Other Recoupment Rights. The Board intends that this Policy shall be applied to the fullest extent of the law. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law or pursuant to the terms of any similar policy in any employment agreement, equity award agreement or similar agreement and any other legal remedies available to the Company.
12.Successors. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
D-WAVE QUANTUM INC.
CLAWBACK POLICY
Acknowledgement Form
I, the undersigned, agree and acknowledge that I am fully bound by and subject to all of the terms and conditions of D-Wave Quantum Inc.’s Clawback Policy (as may be amended, restated, supplemented or otherwise modified from time to time, the “Policy”).
In the event of any inconsistency between the Policy and the terms of any employment agreement to which I am a party with D-Wave Quantum Inc. or any of its subsidiaries, including any employment agreement no longer in effect that is covered by the lookback period described in the Policy, or the terms of any compensation plan, program or agreement under which any compensation has been granted, awarded, earned or paid, the terms of the Policy shall govern.
Further, by signing below, I agree to abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation (as defined in the Policy) to D-Wave Quantum Inc. to the extent required by and in a manner consistent with the Policy.
AGREED and ACKNOWLEDGED:
/s/ Sophie Ames
SOPHIE AMES
19-Aug-2024
Date
Exhibit 10.3
[D-Wave Commercial Inc. Letterhead]
July 15, 2025
Stan Black
[*****]
Full-Time Employment Agreement
This Agreement sets out the terms and conditions of your employment with D-Wave Commercial Inc. (the “Company”). If you agree with these terms and conditions, please return to us a signed copy of this Agreement.
1.Term: Subject to the Company being satisfied with your references, credit and background check in its sole discretion, your employment with the Company will commence on August 25, 2025 (the “Commencement Date”) and your employment with the Company will continue under the terms and conditions of this Agreement until your employment is terminated as hereinafter provided.
2.Position and Duties:
a)Position and Duties and Responsibilities: You will be employed by the Company in the position of Chief Information Security Officer, reporting to the Chief Executive Officer of the Company. You will perform or fulfil such duties and responsibilities as normally or usually associated with that position and such other duties and responsibilities as may be directed from time to time by the Company in its sole discretion. You will abide by the policies, directions and practices of the Company. In its sole discretion, the Company may alter, amend, create or terminate policies, directions and practices. The terms and conditions of this Agreement, unless otherwise modified by the Company in writing as set out in Section 13, will continue to apply to you despite any such changes. b)Location of Work: We have agreed that your principal place of work will be your home in [*****]. You must remain a resident of [*****] for tax and employment laws purposes and you are not authorized to relocate outside of [*****] without our consent. You must be reachable at all times during the hours of work set out in Section 2(c) by telephone, email, instant messaging applications or similar means, comply with all security procedures provided by the Company, and allow representatives of the Company to access your remote workplace as requested from time to time in order that the Company can ensure that it complies with all applicable laws and policies, including occupational health and safety regulations. You understand and agree that the Company is an international organization with an expanding business in the marketplace. Accordingly, a fundamental requirement of your position is that you will be required to regularly travel both inside and outside of North America as required by the Company in performance of your duties. In addition, from time to time as required by the Company in its sole discretion, you may be assigned new reporting relationships. Any major change in the location of your employment will be subject to expense reimbursement in accordance with the Company’s policies.
c)Scope and Hours of Work: During your employment, and subject to the Company’s business needs, you will perform at least 40 hours per week of work on such dates and times as determined by the Company in its sole discretion. While working you will devote your full time, attention and abilities to the effective and competent performance of your duties and responsibilities and you will give the Company the full benefit of your knowledge, expertise, technical skill and ingenuity. You are required to work such hours as are
necessary to properly and effectively perform your duties and this may involve working hours that fall outside your usual working hours. Your base salary is paid to you in full and final compensation for all hours that you work for the Company, and you are not entitled to overtime pay or to time off in lieu.
3.Compensation:
a)Salary: You will be paid an annual base salary of USD$430,000.00, payable in equal instalments on the 15th and last day of each month, less all required or permitted withholdings and remissions, according to the Company’s regular payroll schedule (the “Salary”). Your Salary may be increased, from time to time, as approved by the Chief Executive Officer of the Company or the Compensation Committee (the “Committee”) of the board of directors of DWave Quantum Inc. (the “Board”), as appropriate. For all purposes under this Agreement, the term “Salary” shall refer to your annual base salary as in effect from time to time.
b)Performance Bonus: You will be eligible to participate in the D-Wave Annual Incentive Plan (the “AIP”) and any performance-based incentive plan in a future year that applies to permanent full-time employees of the Company who are at the level of Chief Information Security Officer. Payment of any bonus to you is subject to the terms and conditions of the applicable AIP, and your on-target bonus under any applicable AIP will be 70% of the Base Salary, based on achievement of the corporate objectives under the applicable AIP set by the CEO and approved by the Board. The adoption of, terms of, funding of, and setting and evaluation of achievement of the corporate objectives is in the sole discretion of the Board.
c)Vacation Entitlement: As long as you remain a permanent employee of the Company working mainly in the United States, you will be entitled to participate in the Company’s unlimited vacation plan. Any vacation will be taken at such time or times as mutually agreed by the parties, and in compliance with the policies of the Company as amended from time to time. Failing such agreement, the Company may schedule your vacation time or times based on business considerations of the Company. Under the Company’s unlimited vacation plan, you will not accrue vacation days. Therefore, the Company will not compensate unused vacation time for any given year or upon termination of employment.
d)Medical Insurance and Other Benefits: The Company will make available to you the insured benefit plans customarily available to its US full-time employees at your level (the “Benefits”). Your participation in some of the Benefits may be mandatory in accordance with the terms and conditions of the Benefits. The terms and conditions of the Benefits, and your ability to qualify for the Benefits, will be determined by the plans or policies from time to time established, amended or purchased by the Company in its sole discretion. The Company retains the right to establish new Benefits and to eliminate, modify or alter any Benefits or benefit carriers from time to time and at any time in its sole discretion without advance notice. The terms and conditions of this Agreement will continue to apply to you despite any such changes. The Company’s obligations will not be to act as a self-insurer unless otherwise expressly stated in the terms and conditions of the applicable Benefits. The Company will, where applicable, pay premiums to an insurance carrier of its choice. All decisions regarding eligibility and coverage will be made by such insurance carrier; the Company will not bear any responsibility or liability therefore.
e)Equity Incentive Plan: You will be eligible to participate in the 2022 Equity Incentive Plan of D-Wave Quantum Inc. (the “Plan”), in accordance with the terms of such Plan. After your employment with the Company has commenced, management of the Company will recommend to the Committee that you receive an equity incentive grant of D-Wave Quantum Inc., in the amount of USD$1,800,000.00, to be converted to a number of Restricted Share Units calculated based on an average 60-day trading stock price from the grant date, and on such terms and conditions as determined by the Committee in their sole discretion (the “RSU Grant”). The RSU Grant will vest over a period of four years, with 25%
vesting on the first anniversary of your grant date, and the remaining vesting quarterly over the next three years thereafter in accordance with the terms of such Plan.
4.Clawback Policy: This Agreement, and any amounts received hereunder, shall be subject to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted or amended from time to time, including the clawback policy attached as Exhibit B to this Agreement, or (ii) any applicable law, rule or regulation or applicable stock exchange rule.
5.Confidentiality:
a)Access to Confidential Information: You acknowledge that in the course of performing and fulfilling your duties and responsibilities to the Company, you may be entrusted with Confidential Information, and that the disclosure of the Confidential Information to suppliers, partners, collaborators, resellers, competitors or customers of the Company or its Affiliates or to the general public will be highly detrimental to the best interests and business of the Company and its Affiliates. “Affiliates” means any entity or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Company.
b)Definition: “Confidential Information” means trade secrets and information that is not generally known to the public or that would be reasonably considered confidential and proprietary to the Company, its Affiliates and their suppliers, partners, collaborators, resellers and customers, and includes but is not limited to:
i)trade secrets, know-how, concepts, ideas whether patentable or not, methods, processes, formulae, apparatus, standards, product specifications and processing procedures;
ii)revenue, costs, pricing and other financial data;
iii)any customer or business partner information (including without limitation, names, preferences, financial information, addresses or telephone numbers);
iv)all access codes, systems software applications, software/systems source and object codes, data, documentation, program files, flow charts, operational procedures, locations of operations, merchant numbers and merchant support and verification numbers; and
v)excluding wages and terms and conditions of employment, the private affairs of the Company and its Affiliates, or any other proprietary information of the Company or its Affiliates related to their business and affairs, whether acquired in the course of your employment with the Company or incidentally.
c)Exclusions: Notwithstanding the provisions of Section 4(b), “Confidential Information” does not include information or data which:
i)is in the public domain at the date of its disclosure to you, or which thereafter enters the public domain through no fault of yours or of any other person owing a duty of confidentiality to the Company or its Affiliates (but only after it enters the public domain); or
ii)was in your possession on a non-confidential basis prior to being disclosed under this Agreement as reasonably demonstrated by your written records;
iii)provided that information which comprises part of the Confidential Information will not be included within the foregoing exceptions merely because individual parts of the information were within the public domain or were within your prior possession.
d)Use and Disclosure: You acknowledge that you will receive the Confidential Information solely for the purpose of carrying out your duties and responsibilities as an employee of the Company. Except as may be specifically required in the course of carrying out such duties and responsibilities, you will not, during the term of your employment with the Company or at any time thereafter:
i)disclose any Confidential Information to any person or entity, without the prior written consent of the Company; or
ii)use or exploit, directly or indirectly, the Confidential Information for any purpose other than the proper purposes of the Company.
iii)Despite the foregoing, if you are required by law to disclose any Confidential Information, to the extent permitted by law, you will promptly notify the Company that you may be required to disclose Confidential Information and you will consult with and cooperate with the Company in any attempt to resist or narrow such disclosure or to obtain an order or other assurance that such information will be accorded confidential treatment. Notwithstanding any disclosure required by law, the Confidential Information disclosed will, for all other purposes, continue to be treated as Confidential Information under this Agreement.
iv)Nothing in this Agreement in any way prohibits or is intended to restrict or impede you from discussing the terms and conditions of your employment, exercising protected rights under Section 7 of the National Labor Relations Act, or disclosing or discussing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.
e)Return: Upon the termination of your employment with the Company for any reason, or upon the written request of the Company at any time, you will return immediately to the Company all Confidential Information then in your possession or under your control, including all written information, tapes, discs or memory devices and copies thereof including, without limitation, all papers, drawings, notes, notebooks, correspondence, records, reports, lists, photographs, memoranda, manuals, specifications, designs, devices and documents, and any other material on any medium in your possession or control pertaining to the Company. You will also return any computers, phones, keys, pass cards, identification cards or other property belonging to the Company.
6.Corporate Opportunities and Intellectual Property:
a)Opportunities: Any business opportunities related to:
i)the current business or prospective business of the Company or its Affiliates;
ii)any of the Confidential Information or any of the Property (as defined below); or
iii)any work performed by you for the Company;
which become known to you during the period of your employment with the Company must be promptly and fully disclosed and made available by you to the Company, and you agree not to take or omit to take, without the prior written approval of the Company, any action if the result would be to divert from the Company or its Affiliates any such opportunity.
b)Property Ownership: You acknowledge and agree that all right, title and interest in and to any information, documents, drawings, plans, models, works, trade secrets, inventions, discoveries, methods, improvements, research materials, designs, algorithms, user interfaces, application programming interfaces, software and databases, including all Confidential Information and including all intellectual property rights associated therewith, that:
i)relate to the Company’s or its Affiliates’ business, as it may be conducted from time to time, and is made or conceived directly or indirectly by you during the course of your employment, whether or not conceived or made during your regular working hours and whether or not you are specifically instructed to make or develop the same and whether made solely, jointly or in combination with others;
ii)are made or conceived directly or indirectly by you during the course of your employment and during your regular working hours, whether or not you are specifically instructed to make or develop the same or whether made solely, jointly or in combination with others; or
iii)are made or conceived directly or indirectly by you during the course of your employment and using the Company’s or its Affiliates’ tools and equipment, whether or not conceived or made during your regular working hours and whether or not you are specifically instructed to make or develop the same and whether made solely, jointly or in combination with others;
(collectively the “Property”), will be for the benefit of the Company or its Affiliates, as applicable, and will be considered to have been made under and by virtue of this Agreement and will immediately become the property of the Company or its Affiliates, as applicable. Any invention described in a patent application filed by or on behalf of you, or which is disclosed to third parties by you within one (1) year after terminating your employment with the Company which relates to your work with the Company, is rebuttably presumed to have been conceived or made during the period of your employment by the Company using the trade secrets or other intellectual property rights of the Company or its Affiliates, and you hereby assign and agree to assign the invention and all rights therein to the Company as provided by this Agreement, including any application or registration related to such invention. The assignment or offer to assign set forth in this Section a)b) does not apply to an invention in relation to which you can clearly show by corroborating evidence that such invention was made without the use of the Company’s or its Affiliates’ trade secrets or other intellectual property rights and was made entirely on your own time, without the use of Company’s or its Affiliates’ equipment, supplies or facilities, unless (a) the invention relates (i) directly to the business of the Company or its Affiliates, or (ii) to the Company’s or its Affiliates’ actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by you for the Company or its Affiliates. c)Assignments: You hereby assign and agree to assign to the Company your entire right, title and interest in and to any and all of the Property and to all letters patent, design patents, industrial designs, copyright, mask works, trade-marks, trade secret rights, and all other intellectual property rights, and all applications therefor which may be or may have been filed on the Property by or for you or in your name, or which may have been issued to you or for your benefit, whether filed or issued in the United States or any other country whatsoever, including the right to claim priority thereof, to file directly in the Company’s own name, to have patents grant in the Company’s own name, and to pursue damages for infringement of any such rights, including for past infringement. You further agree to execute any papers evidencing such assignment, including executing counterpart or short form assignment documents, and to fully cooperate as may be requested by the Company, at the Company’s own expense, in evidencing such assignment and in securing intellectual property rights in the Property.
d)Moral Rights: You forever waive and release in favor of the Company and its Affiliates any right, title or interest you have or may have in and to the Property including, without limitation, any right to claim authorship or anonymity, any right to restrain or claim damages for any modification, alteration or deletion of the Property or any part thereof, any right to restrain the use or reproduction of the Property, and any right to use or reproduce the Property, in each case, in any context and in connection with any product, service, cause or
institution, and any right or benefit in law known as “moral” rights or any similar law anywhere in the world and all rights under the Canadian Copyright Act.
e)Publications: You will not publish or disclose, or assist others to do so, any particulars of the Property or of any Confidential Information to any person or entity without the prior written consent of the Company.
f)Removal of Property: All records, files, source or object codes, data, materials, tapes, documents, equipment, drawings, plans, models and the like relating to the Confidential Information or the Property is and will remain the sole and exclusive property of the Company or its Affiliates, as applicable. Except as authorized by the Company, you will not remove physically, electronically or in any other manner whatsoever from the premises of the Company or store or permit to be stored in any location other than the premises of the Company the Property or the Confidential Information or any records, files, source or object codes, data, materials, tapes, documents, equipment, drawings, plans, models and the like relating to the Confidential Information or Property.
g)Third Party Confidential Information and Conflicts of Interest: The Company relies on its Confidential Information and Property and respects the confidential information and property of others. For this reason, the Company does not want, does not need and will not accept the property of any third party, including but not limited to any of your former employers. You represent and warrant to the Company that by entering into this Agreement with the Company you will not be in breach of any laws or agreement with any third party nor will you be in a position of conflict of interest to any third party. In particular, you represent and warrant to the Company that you are not subject to any law, agreement with or other obligation that would restrict your ability to perform your employment duties to the Company or that would in any way impair the Company’s ownership of the Confidential Information or Property. During your employment with the Company, you are strictly prohibited from using or disclosing to the Company any information that you obtained in confidence from a third party. You understand and agree that any breach of this Section, regardless of the materiality of the breach, will constitute immediate grounds for termination of your employment for cause.
7.Restrictive Covenant:
a)The parties acknowledge that the Company’s and its Affiliates’ business is highly competitive and that in the course of your employment you will be privy to Confidential Information and other proprietary information concerning the Company’s and its Affiliates’ business and that the Company’s and its Affiliates’ business would be vulnerable to competition from you.
b)Accordingly, you will not during the term of your employment with the Company and following the date that your employment with the Company ceases (regardless of who initiated the termination and whether the termination was with or without cause), either individually or in partnership, or in conjunction in any way with any other persons, whether as principal, agent, consultant, shareholder, guarantor, creditor, or in any other manner whatsoever:
i)other than in the performance of your duties and responsibilities, use any of the Company’s and its Affiliates’ Confidential Information for any reason without the express written permission of the Company, including to:
1)engage in, carry on or otherwise be concerned with or have any interest in, or advise, lend money to, guarantee the debts or obligations of, permit your name, or any part thereof, to be used or employed by any person, firm, association, syndicate or corporation engaged in or concerned with a business competitive with that of the Company or its Affiliates; or
2)directly solicit or induce or attempt to solicit or induce any person who was employed by the Company or its Affiliates on the date of the termination of your employment, to terminate his or her employment with the Company or its Affiliates or to commence an employment or other business relationship with another entity; or
(i)solicit, interfere with or endeavor to entice away from the Company or its Affiliates, accept any business from or the patronage of or enter into the employment of or render any service to, sell to or contract or attempt to contract with, any person, firm, or corporation who was, during the term of your employment, a customer or supplier of the Company or its Affiliates, or a prospective customer or supplier of the Company or its Affiliates.
c)The parties agree that the foregoing provisions are reasonable and necessary in order to protect the interests and Confidential Information of the Company and its Affiliates.
d)You agree and acknowledge that this covenant is given for good and valuable consideration (receipt of which is hereby acknowledged) and that by reason of your unique knowledge of and association with the business of the Company and its Affiliates, the scope of this covenant as to both time and area is reasonable and commensurate with the protection of the legitimate interests of the Company and its Affiliates. Section 7a) of this Agreement applies regardless of the reason for your cessation of employment from the Company, and is severable from the other provisions of this Agreement. e)When your employment with the Company terminates, you agree to notify any subsequent employer of the restrictive covenants set forth in this Section and your continuing obligations not to use or disclose the Company’s Confidential Information. In addition, you authorize the Company regarding the Company’s Confidential Information to third parties, including but not limited to, your subsequent, anticipated or possible future employer.
f)The parties agree that if a court of competent jurisdiction will limit, restrict or otherwise change the time period or the types of business referred to in this Section, then the limited, restricted or changed time period or types of business determined by such a court will, for the purposes of this Section 7a), be deemed to be the original time period and/or types of business referred to in such Sections as if they were the original time period and business set out herein. 8.Resignation: You can resign from employment with the Company by providing to the Company four (4) weeks’ prior written notice of your resignation. The Company may elect, in its sole discretion, to not require that you attend work for any portion of this four (4) week notice period in which case your Salary would continue for the balance of the notice period and your benefits would, at the option of the Company, cease effective on your last day of work.
9.Termination:
a)Employment At Will: Your employment with the Company is “at will” according to the laws of the State of Florida. As an at-will employee, you or the Company may terminate your employment at any time with or without cause and with or without notice except where applicable United States federal, Florida or local law provides otherwise. The Company also has sole discretion to modify the terms and conditions of your employment. No representative of the Company, other than the CEO has the authority to change the “at-will” status of any employee, and in order to be effective, the change must be in writing.
b)With Cause and Without Cause: Notwithstanding the generality of Section 9(a), the Company may:
(i)immediately terminate your employment if you exhibit conduct of any kind that would justify an employer in the state of Florida discharging an employee for cause at common law; and
(ii)at any time, terminate your employment pursuant to this Agreement at its sole discretion for any reason, without cause, by providing you with twelve (12) months’ Base Salary as a lump sum payment, twelve months’ Base Salary continuance, or a combination of the two, on the express condition that on or about the effective date of any such termination you sign and do not thereafter revoke the Company’s standard form of release of any claims or entitlements from or against the Company arising from or related to your hiring, benefits, employment or the termination of your employment, whether pursuant to statute, contract, tort, common law, or otherwise. By way of example, and for purposes of clarity, the provision of two (2) months Base Salary continuance and ten (10) months Base Salary as a lump sum payment will be in compliance with this Agreement. Base Salary continuance will be in semi-monthly instalments on the same schedule as the regular Company payroll. The provision of Base Salary as a lump sum payment, payment of Base Salary continuance, or combination of the two will be in satisfaction of all rights and claims, either under statue or common law, that you may have arising from your employment and the termination of employment.
10.Irreparable Harm: You acknowledge and agree that a breach of any of the covenants of this Agreement by you may not be adequately compensated for by monetary award and may cause irreparable harm to the Company and its Affiliates. Accordingly, you agree that in addition to all of the remedies available to the Company and its Affiliates at law or in equity, including the right to seek recovery of damages, the Company and its Affiliates will be entitled as a matter of right to apply for equitable relief (including without limitation, injunctive relief) in any court of competent jurisdiction, enjoining any threatened or actual breach, to ensure your compliance with the provisions of this Agreement.
11.Assignment and Enurement: You may not assign this Agreement, or any part of this Agreement or any of your rights under this Agreement, without the prior written consent of the Company. The may assign this Agreement to any other entity at any time in its sole discretion. This Agreement enures to the benefit of and is binding upon you and the Company and the respective heirs, executors, administrators, successors and permitted assigns.
12.Severability: If any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, then that provision or portion will be severed from this Agreement unless otherwise provided. The rest of this Agreement will remain in full force and effect.
13.Entire Agreement: This Agreement contains the whole agreement between you and the Company with respect to your employment with the Company, and there are no representations, warranties, collateral terms or conditions, express or implied, other than as set forth in this Agreement. This Agreement supersedes all prior agreements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or oral, express or implied, statutory or otherwise, between you and the Company. You hereby waive any right to assert a claim in tort based on any pre-contractual representations, negligent or otherwise, made by the Company. You also hereby confirm that you have not been induced to enter into this Agreement by any prior agreement, negotiation, discussion, undertaking, representation, warranty, or understanding, whether written or oral, express or implied, statutory or otherwise, between you and the Company. No change or modification of this Agreement will be valid unless it is in writing and executed by both parties. The terms and conditions of this Agreement will govern your employment with the Company, regardless of the length of employment or any changes to your position, compensation, title and regardless of whether such change is material or otherwise.
14.Notice: Any notice required or permitted to be given hereunder must be in writing and will be sufficiently given or made if delivered or sent by email or by registered mail to the address of the parties set out on page 1 hereof. Any notice so given will be deemed to have been given and to have been received on the day of delivery if it is a business day and otherwise on the next succeeding business day or, if mailed, on the third business day following the mailing thereof (excluding each day during which there exists any interruption of postal services due to strike,
lockout or other cause). Addresses for notice may be changed by giving notice in accordance with this Section.
15.Non-waiver: No failure or delay by you or the Company in exercising any power or right under this Agreement will operate as a waiver of such power or right. Any consent or waiver by you or by the Company to any breach or default under this Agreement will be effective only in the specific instance and for the specific purpose for which it was given.
16.Survival of Terms: The provisions of Sections 4 to 19 of this Agreement will survive the termination of your employment and this Agreement.
17.Collection and Use of Personal Information: You acknowledge that the Company will, and hereby consent to the Company collecting, using and disclosing personal information about you where reasonably necessary for security, employment and business purposes in accordance with applicable legislation and any privacy policy of the Company that may be in effect from time to time.
18.Further Assistance and Independent Legal Advice: The parties will execute and deliver any documents and perform any acts necessary to carry out the intent of this Agreement. You also represent and warrant to the Company and acknowledge and agree that you have been provided an opportunity to seek and were not prevented nor discouraged by the Company from seeking independent legal advice prior to signing and delivering this Agreement.
19.Governing Laws: This Agreement will be construed in accordance with and governed by the laws of the State of Florida (without reference to its conflict of law principles), and the courts of the State of Florida will have exclusive jurisdiction over any dispute arising from or in any way related to this Agreement.
THE PARTIES have executed this agreement as of the date written above.
D-Wave Commercial Inc.
Per: /s/ Alan Baratz
ALAN BARATZ CEO
I acknowledge and accept the terms and conditions of my employment with the Company as set out above.
/s/ Stan Black 23-Jul 2025
STAN BLACK
EXHIBIT A
Clawback Policy
See attached.
D-WAVE QUANTUM INC.
CLAWBACK POLICY
Effective August 4, 2025
1.Purpose. The purpose of this D-Wave Quantum Inc. (the “Company”) Clawback Policy (the “Policy”) is to provide for the recovery of certain incentive-based compensation in the event that the Company is required to prepare an Accounting Restatement (as defined below). This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”) and New York Stock Exchange Listed Company Manual Section 303A.14 (the “Listing Rule”).
2.Policy Administration; Effective Date; Retroactive Application. This Policy shall be administered by the Compensation Committee of the Board (the “Committee”). The Committee is authorized to interpret and construe this Policy and to make all determinations it deems necessary, appropriate or advisable for the administration of this Policy and for the Company’s compliance with the Exchange Act, Rule 10D-1 and the Listing Rule in connection with this Policy. Any determinations made by the Committee shall be final and binding on all affected individuals. This Policy shall be effective as of August 4, 2025 (the “Effective Date”). The terms of this Policy shall apply to any Incentive-Based Compensation that is received by Executive Officers on or after the Effective Date.
3.Definitions. As used in this Policy, the following capitalized terms shall have the meanings set forth below.
•“Accounting Restatement” means an accounting restatement of the Company’s financial statements due to material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly, a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly, a “little r” restatement).
•“Accounting Restatement Date” means the earlier to occur of: (a) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and (b) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
•“Applicable Period” means the three completed fiscal years immediately preceding the Accounting Restatement Date, as well as any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period that comprises a period of at least nine months shall count as a completed fiscal year).
•“Board” means the board of directors of the Company.
•“Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code or regulation thereunder includes such section or regulation, any valid regulation or other official guidance promulgated under such section and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
•“Commission” means the U.S. Securities and Exchange Commission.
•“Erroneously Awarded Compensation” means, in the event of an Accounting Restatement, the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had such Incentive-Based Compensation been determined according to the Accounting Restatement and must be computed without regard to any taxes paid by the relevant Executive Officer. For Incentive-Based Compensation based on stock price or total stockholder return, where the amount of
Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (i) the amount of Erroneously Awarded Compensation must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was received; and (ii) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Stock Exchange.
•“Executive Officers” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a significant policy-making function or any other person who performs similar significant policy-making functions for the Company. An executive officer of the Company’s parent or subsidiary is deemed an Executive Officer if they perform significant policy-making functions for the Company. Notwithstanding the foregoing, the Committee may determine, from time to time and in its sole discretion, that any other officer, director or employee of the Company, or any other person who receives Incentive-Based Compensation from the Company, is subject to this Policy.
•“Financial Reporting Measure” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measures that are derived wholly or in part from such measures. For the avoidance of doubt, stock price and total shareholder return are Financial Reporting Measures, and a Financial Reporting Measure need not be presented within the financial statements or included in a filing with the Commission.
•“Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation is received for purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period. For clarity, this Policy does not apply to (i) compensation that is granted, earned or vested based solely on the passage of time, continued employment, or satisfaction of one or more strategic measures (e.g. consummating a merger or divestiture) or operational measures (e.g. completion of a project, increase in market share), (ii) base salary, or (iii) discretionary cash bonuses that are awarded solely at the discretion of the Board so long as the compensation described in subsections (i), (ii) and (iii) of this paragraph were not based on the attainment of a Financial Reporting Measure.
•“Listing Rule” has the meaning set forth in Section 1 of this Policy.
•“Stock Exchange” means the New York Stock Exchange.
4.Policy Application. This Policy applies to Incentive-Based Compensation received by a person (a) after beginning services as an Executive Officer, (b) who served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation, (c) while the Company had a class of securities listed on a national securities exchange or a national securities association and (d) during the Applicable Period.
5.Required Recoupment; Accounting Restatement. In the event of an Accounting Restatement, the Company shall reasonably promptly recover the amount of any Erroneously Awarded Compensation as determined in accordance with this Policy. Recovery of Erroneously Awarded Compensation under this Policy is required without regard to whether any misconduct occurred or an Executive Officer’s responsibility or oversight (or lack thereof) for the erroneous financial statements leading to an Accounting Restatement.
6.Erroneously Awarded Compensation: Amount Subject to Recovery. The amount of Erroneously Awarded Compensation subject to recovery under this Policy, as determined by the Committee, is the amount of Incentive-Based Compensation received by an Executive Officer that exceeds the amount the Executive Officer would have received had the Incentive-Based Compensation been determined based on the Accounting Restatement. For Incentive-Based Compensation based on stock price or total shareholder return, the Company shall use a reasonable estimate of the effect of
the Accounting Restatement on the applicable measure to determine the amount of Erroneously Awarded Compensation to be recovered.
The Committee shall determine, in its sole discretion, the appropriate means of recovery of Erroneously Awarded Compensation, taking into account all applicable facts and circumstances, including the time value of money and the cost to shareholders of delaying recovery. To the extent that an Executive Officer fails to repay to the Company when due any amount of Erroneously Awarded Compensation subject to recovery under this Policy, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from such Executive Officer.
Notwithstanding anything herein to the contrary, the Company shall not be required to recoup Erroneously Awarded Compensation to the extent that pursuit of recovery of such Erroneously Awarded Compensation would be impracticable because:
a.The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover and provide that documentation to the Stock Exchange;
b.Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company must obtain an opinion of home country counsel, acceptable to the Stock Exchange, that satisfies the applicable opinion and disclosure requirements of Rule 10D-1 and the Listing Rule and provide such opinion to the Stock Exchange; or
c.Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Code.
7.No Indemnification of Executive Officers. The Company is prohibited from indemnifying any Executive Officer or former Executive Officer against the loss of Erroneously Awarded Compensation, including any payment or reimbursement for the cost of third-party insurance purchased by any Executive Officers to fund potential obligations under this Policy.
8.Required Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including disclosures required by Commission filings.
9.Application of this Policy. This Policy shall supersede any agreement (whether entered into before, on or after the Effective Date) that exempts any Incentive-based Compensation from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation.
10.Amendment; Termination. The Committee may amend, modify, supplement, rescind or replace all or any portion of this Policy from time to time in its sole discretion and shall amend this Policy as it deems necessary to comply with applicable law or any rules or standards adopted by the Stock Exchange. Notwithstanding anything in this Section 10 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, Commission rules, or Stock Exchange rules.
11.Other Recoupment Rights. The Board intends that this Policy shall be applied to the fullest extent of the law. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law or pursuant to the terms of any similar policy in any employment agreement, equity award agreement or similar agreement and any other legal remedies available to the Company.
12.Successors. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
D-WAVE QUANTUM INC.
CLAWBACK POLICY
Acknowledgement Form
I, the undersigned, agree and acknowledge that I am fully bound by and subject to all of the terms and conditions of D-Wave Quantum Inc.’s Clawback Policy (as may be amended, restated, supplemented or otherwise modified from time to time, the “Policy”).
In the event of any inconsistency between the Policy and the terms of any employment agreement to which I am a party with D-Wave Quantum Inc. or any of its subsidiaries, including any employment agreement no longer in effect that is covered by the lookback period described in the Policy, or the terms of any compensation plan, program or agreement under which any compensation has been granted, awarded, earned or paid, the terms of the Policy shall govern.
Further, by signing below, I agree to abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation (as defined in the Policy) to D-Wave Quantum Inc. to the extent required by and in a manner consistent with the Policy.
AGREED and ACKNOWLEDGED:
/s/ Stan Black
STAN BLACK
23-Jul-2025
Date
[D-Wave Commercial Inc. Letterhead]
July 29, 2025
Stan Black
[*****]
Re: Amendment to Employment Agreement Commencement Date
Dear Stan,
We are confirming your request to change the start date of the full-time employment agreement between you and D-Wave Commercial Inc., dated July 15, 2025 (the “Agreement”) from August 25, 2025, to September 2, 2025. Accordingly, we would propose that Section 1 of the Agreement be amended as follows:
1. Term: Subject to the Company being satisfied with your references, credit and background check in its sole discretion, your employment with the Company will commence on September 2, 2025 (the “Commencement Date”) and your employment with the Company will continue under the terms and conditions of this Agreement until your employment is terminated as hereinafter provided.
All other terms of the Agreement will remain the same. Please acknowledge your acceptance of this amendment to the Agreement by signing below.
We look forward to you joining the D-Wave team.
Regards,
/s/ Alan Baratz
Alan Baratz CEO
ACCEPTED ON 29-Jul-2025
BY:
/s/ Stan Black
Stan Black
Exhibit 10.4
[D-Wave Commercial Inc. Letterhead]
March 23, 2026
Stan Black
[*****]
Dear Stan,
Thank you for your continuing efforts in support of our growing business. I am pleased to confirm our discussion outlining changes to your compensation:
Base Salary: Your annual base salary is increased to $443,000 USD, less tax withholding as applicable and paid in semi-monthly installments. This change is made effective retro-actively to March 1, 2026.
2026 Equity Award: The Board of Directors of D-Wave Quantum Inc. has approved a 2026 equity award of Restricted Stock Units (“RSUs”) having a value of $1,505,700 USD, with a March 9, 2026 grant date. This award becomes vested in equal installments quarterly over the four-year period following the grant date. The number of RSUs under this award (62,426) is determined by using the 60-day average stock price for QBTS common stock preceding the grant date ($24.12). RSU awards are subject to the terms and conditions of the 2022 Equity Incentive Plan and applicable agreements.
All other terms of your employment will remain as set out in your employment agreement with the Company.
Stan, thank you for your continued contributions to D-Wave.
Sincerely,
/s/ Alan Baratz 23-March-2026
Alan Baratz, CEO Date
/s/ Sophie Ames 23-March-2026
CC: Sophie Ames, CHRO Date
Accepted by:
/s/ Stan Black 24-March-2026
Stan Black, CISO Date
Page: 1
D-Wave Commercial Inc. 2650 E Bayshore Rd, Palo Alto, CA 94303 | dwavesys.com
FIRST AMENDMENT TO LEASE AGREEMENT
The parties to this First Amendment to Lease Agreement (the “Amendment”) are G&I X BRIC FEE OWNER LLC, a Delaware limited liability company authorized to transact business in Florida (the “Landlord”), and D-WAVE COMMERCIAL INC., a Delaware corporation authorized to transact business in Florida (the “Tenant”), who, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, agree as follows:
1.Background.
1.1Landlord and Tenant entered into that certain Office Lease dated January 27, 2026 (the “Lease”) for Suite 125 in the 4930 Building and Suite 160 in the 4680 Building, Boca Raton Innovation Campus, Boca Raton, Florida.
1.2Landlord and Tenant now wish to amend the Lease on the terms and conditions contained in this Amendment.
2.Definitions. Capitalized terms used but not defined in this Amendment shall have the same definitions given to them in the Lease, unless the context clearly indicates a contrary intent. If there is any conflict between the terms of this Amendment and the Lease, the terms of this Amendment shall control. For purposes of this Amendment, the term “Date of this Amendment” shall mean the date on which this Amendment is executed by the last one of the parties to do so.
3.Premises. Pages B-2 and B-3 of EXHIBIT “B” to the Lease are deleted and replaced with the sketch attached as EXHIBIT “A” to this Amendment.
4.Rentable Area of the Premises. Section 1.6 of the Lease is amended to provide that the Premises is 34,522 square feet allocated as follows: Suite 125 - 5,718 square feet and Suite 160 - 28,804 square feet. This square footage figure includes an add-on factor for Common Areas in the Building and has been agreed upon by the parties as final and correct and is not subject to challenge or dispute by either party. Any remeasurement right provided in Section 1.6 of the Lease is no longer applicable.
5.Base Rent. Section 1.10 of the Lease is replaced with the following:
| | | | | | | | | | | |
| Period | Rate P/S/F Per Annum | Monthly Base Rent | Period Base Rent |
| Months 1 – 12 | $34.00 | $97,812.33 | $1,173,748.00* |
| Months 13 – 24 | $35.02 | $100,746.70 | $1,208,960.44 |
| Months 25 – 36 | $36.07 | $103,767.38 | $1,245,208.54 |
| Months 37 – 48 | $37.15 | $106,874.36 | $1,282,492.30 |
| Months 49 – 60 | $38.26 | $110,067.64 | $1,320,811.72 |
| Months 61 – 72 | $39.41 | $113,376.00 | $1,360,512.02 |
| Months 73 – 84 | $40.59 | $116,770.67 | $1,401,247.98 |
| Months 85 – 96 | $41.81 | $120,280.40 | $1,443,364.82 |
| Months 97 – 108 | $43.06 | $123,876.44 | $1,486,517.32 |
| Months 109 – 120 | $44.35 | $127,587.56 | $1,531,050.70 |
| Months 121 – 128 | $45.68 | $131,413.75 | $1,051,310.00 |
*Base Rent Credit. The “Rent Credit Period” shall be the first eight full calendar months of the Lease Term. Provided that Tenant is not in default of this Lease beyond any applicable grace period at any time during the Rent Credit Period, Tenant shall have a Rent credit in the amount of the Base Rent owed for the Rent Credit Period, which credit shall be applied to the installments of Base Rent due for those months. Accordingly, if the Commencement Date occurs on a day other than the first day of the month, the prorated Rent for the first partial month of the Lease Term shall be due on the Commencement Date and the Rent Credit Period shall commence on the first day of the first full calendar month of the Lease Term and shall expire on the last day of the eighth full calendar month of the Lease Term. Tenant shall remain liable for all Additional Rent owed under this Lease during the Rent Credit Period, including Tenant’s Allocated Share of Operating Costs.
6.Allocated Share. Section 1.11 of the Lease is amended to provide that Tenant’s Allocated Share is 2.07% (based on the ratio of the square footage of the Premises to the square footage of the Project, which is 1,669,732 rentable square feet). This share is a stipulated percentage, agreed upon by the parties, and constitutes a material part of the economic basis of this Lease and the consideration to Landlord in entering into the Lease.
7.Prepaid Rent. Tenant shall pay additional Prepaid Rent to Landlord in the amount of $31,957.50 upon execution of this Amendment, for a total Prepaid Rent amount of $129,457.50.
8.Tenant Improvement Allowance. The Tenant Improvement Allowance under Section 1.17 of the Lease is modified to be $3,452,200.00 ($100.00/sf), to be paid in accordance with EXHIBIT “E” to the Lease. Section 6 of Exhibit “E” is modified to provide that up to 20% of the Allowance ($690,440.00), after allocating the Allowance first to the costs of the Tenant Improvements, may be used to reimburse Tenant for Tenant's furniture, trade fixtures, and equipment, cabling and wiring (including low voltage) costs, owner's representative fees, and moving expenses (“Soft Costs”). In addition, if the total amount paid by Tenant for the Tenant Improvements is less than the Tenant Improvement Allowance and there is remaining Allowance after Tenant’s application to Soft Costs, Tenant shall not receive cash, but may elect to receive a credit against Base Rent not to exceed 20% of the Allowance ($690,440.00).
9.Lender Approval. Landlord represents that Landlord has obtained the consent of Landlord's current lender prior to the Date of this Amendment, and Landlord shall provide confirmation of such consent to Tenant.
10.Broker. Landlord and Tenant each represent and warrant that they have neither consulted nor negotiated with any broker regarding the Premises, except CBRE, Inc. (“Landlord’s Broker”). Tenant shall indemnify, defend, and hold Landlord harmless from and against any claims for commissions from any real estate broker other than Landlord’s Broker with whom it has dealt in connection with this Amendment. Landlord shall indemnify, defend, and hold Tenant harmless from and against payment of any leasing commission due Landlord’s Broker in connection with this Amendment and any claims for commissions from any real estate broker other than Landlord’s Broker with whom Landlord has dealt in connection with this Amendment. The terms of this section shall survive the expiration or earlier termination of the Lease.
11.Ratification. Except as modified by this Amendment, the Lease shall remain otherwise unmodified and in full force and effect and the parties ratify and confirm the terms of the Lease as modified by this Amendment. The Lease, as amended, contains the entire agreement between Landlord and Tenant as to the Premises, and there are no other agreements, oral or written, between Landlord and Tenant relating to the Premises. Tenant certifies to its actual knowledge as of the date that Tenant signs and delivers this Amendment: (a) that it has no offsets, defenses, or claims as to Landlord’s or Tenant’s obligations under the Lease; (b) that there are no defaults existing under the Lease on the part of either Landlord or Tenant; and (c) there is no existing basis for Tenant to terminate the Lease. Landlord certifies to its actual knowledge as of the date that Landlord signs and delivers this Amendment: (i) that it has no offsets, defenses, or claims as to Landlord’s or Tenant’s obligations under the Lease; (ii) that there are no defaults existing under the Lease on the part of either Landlord or Tenant; and (iii) there is no existing basis for Landlord to terminate the Lease. All future references to the Lease shall mean the Lease as modified by any and all prior amendments and by this Amendment.
12.Miscellaneous Provisions. Submission of this Amendment by Landlord is not an offer to enter into this Amendment but rather a solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until Landlord has executed it and delivered it to Tenant. This Amendment constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Amendment. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Amendment are expressly merged into and superseded by this Amendment. The provisions of this Amendment may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. The parties may amend this Amendment only by a written agreement of the parties that identifies itself as an amendment to this Amendment or the Lease. The parties may execute this Amendment in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. This transaction may be conducted, and this Amendment may be delivered, by electronic means, and Landlord and Tenant will be bound by the signatures (whether original, electronic, or faxed) contained in this Amendment. The word or words (a) “including” and “include” and similar words will not be construed restrictively to limit or exclude other items not listed; (b) “or” is used in the inclusive sense of “and/or”; the word “any” means “any and all”; (c) “will” and “shall” are intended to express mandatory actions and may be used interchangeably with no difference of meaning or intent for purposes of the Lease; (d) “good faith” means “honesty in fact” as such phrase is used in the Uniform Commercial Code, as adopted in the State of Florida as of the Date of this Amendment; (e) “commercially reasonable efforts” will not include any obligation to institute or threaten legal proceedings, to declare or threaten to declare any person in default, to incur any liabilities, to expend any monies (other than customary telephone, printing, copying, delivery, and similar expenses), or to cause any other person to do any of the foregoing; and (f) the two words in each of the following pairs of words (whether used in the singular or the plural) will be deemed to have the same meanings, which will encompass any meaning attributable to either word: “approval” and “consent”; “breach” and “default”; “cost” and “expense”; and “true” and “correct”. Except as otherwise provided in the Lease, any approval or consent to be given by a party under the Lease must be in writing (which may
be by email) to be effective and may not be unreasonably withheld, conditioned, or delayed or charged for. If under the Lease a consent or approval may be given in the sole discretion of a party that will mean that the approval or consent may be given or withheld in the sole and absolute discretion of such party, for any reason or no reason. Each party has reviewed this Amendment and all of its terms with legal counsel, or had an opportunity to review this Amendment with legal counsel, and is not relying on any representations made to it by any other person concerning the effect of this Amendment. This Amendment shall be interpreted without regard to any presumption or rule requiring construction against the party causing this Amendment to be drafted. No inference shall be drawn from the modification or deletion of versions of the provisions of this Amendment contained in any drafts exchanged between the parties before execution of the final version of this Amendment that would be inconsistent in any way with the construction or interpretation that would be appropriate if the prior drafts had never existed.
13.No Reliance. EACH PARTY AGREES IT HAS NOT RELIED UPON ANY STATEMENT, REPRESENTATION, WARRANTY, OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE EXPRESSLY CONTAINED IN THIS AMENDMENT.
14.Incontestability. THE PARTIES WAIVE AND RELEASE ALL CLAIMS AND CAUSES OF ACTION FOR FRAUD IN THE INDUCEMENT OR PROCUREMENT OF THIS AMENDMENT IT BEING THEIR INTENT THAT THIS AMENDMENT BE INCONTESTABLE ON ACCOUNT OF ANY CLAIM OF FRAUD, OR FOR ANY OTHER REASON. THE FOREGOING WAIVER AND RELEASE IS MADE BY EACH PARTY IN CONSIDERATION OF THE PARTY’S RECIPROCAL WAIVER AND RELEASE.
[SIGNATURES ON NEXT PAGE]
Landlord and Tenant are signing this Amendment as of the Date of this Amendment.
| | | | | |
| LANDLORD:
G&I X BRIC FEE OWNER LLC, a Delaware limited liability company
By: __________/s/ Robert Hyman____________ Name: ________Robert Hyman______________ Title: _________Vice President______________
Date Executed: ___July 8, 2026______________ |
| | | | | |
| TENANT:
D-WAVE COMMERCIAL INC., a Delaware corporation
By: ________/s/ Alan Baratz________________ Name: ______Alan Baratz__________________ Title*: _______Director___________________
By: _________/s/ John M. Markovich_________ Name: _______John M. Markovich___________ Title*: ____________CFO__________________
Date Executed: _____3 July 2026____________
*Must be the President, any Vice President, or Chief Executive Officer |
REAFFIRMATION AND MODIFICATION OF GUARANTY
The undersigned Guarantor joins in the execution of the First Amendment to Lease Agreement to which this agreement is attached and specifically agrees as follows:
The undersigned Guarantor acknowledges that it has read and agrees to be bound by all of the terms of the First Amendment to Lease Agreement.
The undersigned Guarantor represents and warrants that it has no claims, offsets, or defenses whatsoever as to any of its obligations under the Guaranty executed by the Guarantor in connection with the Lease.
The undersigned Guarantor restates, reaffirms, and confirms all of the terms and provisions of the Guaranty, including, but not limited to, all of the representations and warranties set forth in the Guaranty, all of which shall remain unmodified and in full force and effect, except that the Guaranty shall now include all amounts which may become due Landlord, and all of the covenants, terms, conditions, and agreements provide to be performed and observed by Tenant, under the Lease, as modified by the First Amendment to Lease Agreement. The undersigned Guarantor guaranties payment of all such amounts and full performance of all such covenants, terms, conditions and agreements, in the manner and under the terms of the Guaranty.
LANDLORD AND GUARANTOR KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM INVOLVING ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE GUARANTY AND THE LEASE.
| | | | | |
| D-WAVE QUANTUM INC., a Delaware corporation By: ________/s/ Alan Baratz_____________________________ Name: ________Alan Baratz_____________________________ Title: _________Director________________________________ By: ________/s/ John M. Markovich_______________________ Name: ______John M. Markovich_________________________ Title: _______CFO_____________________________________
Guarantor's address: 3033 Beta Avenue Burnaby, BC V5G 4M9 Canada
Date Executed: _____3 July 2026__________________________ |
EXHIBIT “A”
PREMISES EXHIBIT
This plan is diagrammatic only and intended to show the general locations of the Premises, and is not a representation
by Landlord as to any other improvements or tenants shown any of which may change from time to time.
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Alan Baratz, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of D-Wave Quantum Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| | | | | | | | |
Dated: August 6, 2026 | By: | /s/ Alan Baratz |
| | Alan Baratz |
| | President and Chief Executive Officer |
| | (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, John M. Markovich, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of D-Wave Quantum Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| | | | | | | | |
Dated: August 6, 2026 | By: | /s/ John M. Markovich |
| | John M. Markovich |
| | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of D-Wave Quantum Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan Baratz, President & Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| | | | | | | | |
Dated: August 6, 2026 | By: | /s/ Alan Baratz |
| | President and Chief Executive Officer |
| | (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of D-Wave Quantum Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John M. Markovich, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| | | | | | | | |
Dated: August 6, 2026 | By: | /s/ John M. Markovich |
| | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
