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- The Timing and Amount of Funding Under the Ota Remain Uncertain (new) — D-Wave may not receive the full $100 million award because disbursement depends on government appropriations, executive branch willingness, and milestone satisfaction.
- The Anticipated Issuance of the Shares to the Department At a Discount to the Current Market Price Is Expected to Be Dilutive to Existing Stockholders (new) — Issuing 7.1 million shares at $14.093 per share will dilute existing shareholders, and the filing does not quantify the total dilution impact.
- The Existence of a U.s. Government Equity Interest... May Limit the Company's Ability to Pursue Potential Future Strategic Transactions (new) — The government's equity stake and contractual rights could deter potential acquirers or partners, reducing D-Wave's strategic flexibility.
D-Wave secures up to $100M CHIPS Act award, issues 7.1M shares to U.S. government
Filed September 8, 2026 · Period ending September 4, 2026 · ~1 min read
Key Changes
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D-Wave entered an Other Transaction Agreement with the U.S. Department of Commerce for up to $100 million in CHIPS Act funding to advance quantum computing R&D.
Item 1.01 verify on EDGAR → -
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The company will issue 7,095,721 shares to the Department at $14.093 per share, a 15% discount to the lowest closing price on three specified dates.
Item 1.01 verify on EDGAR → -
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Funding is milestone-based: an initial $53.55 million tranche is available shortly after award, with additional tranches totaling $46.45 million tied to specific milestones.
Item 1.01 verify on EDGAR → -
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The filing warns that receipt of award funds is uncertain and subject to government appropriations, executive branch willingness, and satisfaction of project milestones.
Item 8.01 verify on EDGAR → -
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The share issuance to the government is expected to be dilutive to existing stockholders, and the government's equity stake may limit future strategic transactions.
Item 8.01 verify on EDGAR →
Summary
D-Wave Quantum has finalized a CHIPS and Science Act agreement with the U.S. Department of Commerce, unlocking up to $100 million in federal funding for next-generation quantum computing development. The deal includes an immediate tranche of $53.55 million, with the remainder tied to technical milestones.
In exchange, D-Wave will issue 7,095,721 shares to the government at $14.093 per share, a 15% discount to a recent closing price, giving the Department a minority, non-controlling equity stake. For retail investors, the award is a significant validation of D-Wave's technology and provides non-dilutive capital to fund its ambitious roadmap, including a 100,000-qubit annealing system.
However, the filing is candid about risks: funding is not guaranteed and depends on future government appropriations and executive branch actions. The share issuance will dilute existing holders, and the government's equity position could complicate future strategic transactions. Investors should weigh the potential acceleration of D-Wave's quantum roadmap against the uncertainty of milestone-based funding and the governance implications of a government equity stake. The company's ability to meet technical milestones and navigate the political landscape will determine how much of the up to $100 million actually materializes.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
D-Wave gets up to $100M CHIPS Act award and will issue 7,095,721 shares to the U.S. government at $14.093/share.
Added in current filing · verify on EDGAR →
the Department has agreed to provide the Company with an award in an aggregate amount of up to $100,000,000
D-Wave entered into an Other Transaction Agreement under the U.S. CHIPS and Science Act, administered by the U.S. Department of Commerce. The award funds advanced semiconductor R&D for quantum computing, including annealing and gate model superconducting quantum computers.
Added in current filing · verify on EDGAR →
The Department will make an initial tranche of funding, in the amount of $53,552,620, available to the Company shortly following the Award Date.
The award is disbursed in milestone-based tranches. The initial tranche of $53,552,620 is available shortly after the award date, with additional tranches of $9,075,000, $16,695,000, $20,390,000, and $287,380 tied to specific milestones.
Added in current filing · verify on EDGAR →
such holder will not be entitled to vote those Shares at any meeting of the Company’s stockholders or by written consent, except with respect to certain matters on which such holder is entitled to vote as a matter of law
The U.S. government will not be able to vote the shares it receives, except on certain matters required by law that would adversely affect the class of stock or involve a merger or similar business combination. This limits government influence over D-Wave's governance.
Added in current filing · verify on EDGAR →
to repurchase from the Department, for an aggregate purchase price of $1.00, a number of Shares equal to the total number of Shares issued to the Department, multiplied by a percentage equal to the sum of the Award funds the Company did not receive plus any Award funds the Company returned to the Department
If the Department terminates the award for convenience, D-Wave can repurchase a proportional number of the government's shares for $1.00. The proportion is based on the amount of award funds not received or returned.
Event · Item 8.01 — Other Events
D-Wave discloses risk factors tied to a U.S. government OTA/SIA deal, including dilution and funding uncertainty.
Added in current filing · verify on EDGAR →
The timing and amount of funding under the OTA remain uncertain. The Company’s receipt of Award funds is subject to the terms and conditions of the OTA, and there can be no assurance that the Company will receive the anticipated funds on the expected timeline, in the anticipated amounts, or at all.
The filing warns that funding under the Other Transaction Agreement (OTA) is not guaranteed and depends on U.S. government appropriations and executive branch willingness. This creates uncertainty about a key source of future capital.
Added in current filing · verify on EDGAR →
The anticipated issuance of the Shares to the Department at a discount to the current market price of the Company’s common stock is expected to be dilutive to existing stockholders.
The company expects to issue shares to the U.S. Department at a discount to market, which will dilute existing shareholders. The filing does not quantify the size of the issuance or the discount.
Added in current filing · verify on EDGAR →
the existence of a U.S. government equity interest, together with the Department’s anticipated contractual rights, including registration rights, may limit the Company’s ability to pursue potential future strategic transactions that could be beneficial to stockholders
The government's equity position and contractual rights could deter third parties from engaging in strategic transactions with D-Wave, potentially reducing future M&A or partnership opportunities.
Added in current filing · verify on EDGAR →
This analysis may result in the recognition of additional costs, charges or losses, or in restatements or other modifications of the Company's reported financial results, particularly if the Company is unable to timely pre-clear the accounting treatment with the relevant authorities.
The novel structure of the OTA and SIA means the company has not completed its accounting and tax analysis. There is a risk of restatements or additional charges if the treatment cannot be pre-cleared with authorities.
Added in current filing · verify on EDGAR →
The legislative, judicial or executive branches of the U.S. government could determine in the future that all or a portion of the transactions were unauthorized, void or voidable.
The filing warns that other branches of the U.S. government could later invalidate the transactions, and no agency other than the Department has committed to support them. This adds legal and political risk to the deal.
Event · Exhibit 99.1
D-Wave finalizes CHIPS Act agreement for up to $100M to develop next-gen annealing and gate-model quantum systems.
Added in current filing · view on EDGAR →
D-Wave now has access to up to $100 million of U.S. CHIPS and Science Act funding.
D-Wave executed a definitive agreement with the U.S. Department of Commerce, giving it access to up to $100 million in CHIPS and Science Act funding. The funding is expected to accelerate R&D for the company's annealing and gate-model quantum systems.
Added in current filing · view on EDGAR →
The award will support development of D-Wave’s next-generation quantum computers, including a 100,000-qubit annealing system targeting greater performance across optimization, materials simulation, blockchain and artificial intelligence.
The funding will support development of a 100,000-qubit annealing system and a 10,000-qubit gate-model system designed to enable 100 logical qubits capable of performing more than one million operations. These are significant technical milestones for the company's roadmap.
Added in current filing · view on EDGAR →
The U.S. Department of Commerce will receive a minority, non-controlling equity stake in D-Wave as a condition for receiving the funds, enhancing the return for the U.S. taxpayer.
As a condition of the funding, the U.S. Department of Commerce will receive a minority, non-controlling equity stake in D-Wave. This will dilute existing shareholders, a risk the company explicitly acknowledges in its forward-looking statements.
Added in current filing · view on EDGAR →
the risk that the Department terminates the award agreement; the risk that the Company is unable to satisfy the conditions to disbursement of any portion of the award, including project milestones; the availability of appropriated funds; the risk of dilution to existing stockholders from the Company’s issuance of shares of common stock to the Department
The company discloses that the award is subject to termination by the Department, satisfaction of project milestones for disbursement, availability of appropriated funds, and dilution from the equity issuance. These are material conditions that could prevent D-Wave from receiving the full $100 million.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 9, 2026 · How we verify