8-K - QBTS - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________

FORM 8-K

_____________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 20, 2025

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D-Wave Quantum Inc.

(Exact Name of Registrant as Specified in Its Charter)

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Delaware	001-41468	88-1068854
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2650 East Bayshore Road

Palo Alto, California

94303

(Address of principal executive offices)

(604) 630-1428

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_____________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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	New York Stock Exchange
Warrants, each whole warrant exercisable for 1.4541326 shares of common stock at an exercise price of $11.50	QBTS.WT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

| Emerging growth company | x | | --- | --- || 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. | o | | --- | --- |

Item 8.01 Other Events.

On October 20, 2025, D-Wave Quantum Inc. (the “Company”) issued a press release announcing the redemption of all of its outstanding public warrants (the “Warrants”) to purchase shares of the Company’s common stock (“Common Stock”), at 5:00 p.m. New York City Time on November 19, 2025 (the “Redemption Date”), for a redemption price of $0.01 per Warrant (the “Redemption Price”).

As of October 17, 2025, approximately 5 million Warrants were outstanding. Holders of all outstanding Warrants may exercise their Warrants at any time from the date hereof until 5:00 p.m. New York City time on the Redemption Date by contacting their broker. Any unexercised Warrants outstanding as of 5:00 p.m. New York City Time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Warrants, except to receive the Redemption Price. If all of the outstanding Warrants are exercised, approximately 7.2 million shares of Common Stock will be issued that will result in less than 2.1% dilution to existing shareholders.

The Warrants were issued under the Warrant Agreement, dated October 20, 2020, by and between DPCM Capital, Inc., a Delaware corporation, the predecessor of the Company (“DPCM”), and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, as amended by that certain Assignment, Assumption and Amendment Agreement, dated as of August 5, 2022, by and among DPCM, the Company, Continental, Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (together, “Computershare”), and that certain Amendment Agreement, dated as of March 11, 2025, by and among the Company, Computershare and Equiniti Trust Company, LLC, a New York limited liability trust company, as successor warrant agent (as so amended, the “Warrant Agreement”).

Under the terms of the Warrant Agreement, the Company is entitled to redeem all of the outstanding Warrants at the Redemption Price if the last sales price of the Common Stock is at least $18.00 per share on each of twenty trading days within any thirty-day trading period ending on the third trading day prior to the date on which a notice of redemption is given. This share price performance target has been met.

Each Warrant entitles the holder thereof to purchase from the Company 1.4541326 shares of Common Stock, for an aggregate cash price of $11.50 per Warrant exercised. Under the terms of the Warrant Agreement, if, upon the exercise of Warrants, a holder would be entitled to receive a fractional share of Common Stock, the Company will round the number of shares of Common Stock issued to the Warrant holder down to the nearest whole number of shares.

As a result of the redemption, the Company expects November 17, 2025 to be the last day on which the Warrants will be traded on the New York Stock Exchange.

The shares of Common Stock underlying the Warrants have been registered by the Company under the Securities Act of 1933, as amended (the “Securities Act”). A prospectus, dated April 12, 2024, covering the Common Stock issuable upon the exercise of the Warrants is included in a registration statement (Registration No. 333-278449) on file with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on April 12, 2024.

Copies of the press release and the Notice of Redemption being delivered to the holders of the Warrants are filed as Exhibit 99.1 and 99.2 hereto and incorporated herein by reference.

None of this Current Report on Form 8-K, or Exhibits 99.1 and 99.2 attached hereto, constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

The information in this Item 8.01 of this Form 8-K is intended to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release, dated October 20, 2025.
99.2	Notice of Redemption, dated October 20, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 20, 2025	D-Wave Quantum Inc.
	By:	/s/ Alan Baratz
	Name:	Alan Baratz
	Title:	President & Chief Executive Officer

Document

Exhibit 99.1

D-Wave Announces Redemption of Public Warrants

PALO ALTO, Calif. – October 20, 2025 – D-Wave Quantum Inc. (NYSE: QBTS) (“D-Wave” or the "Company"), a leader in quantum computing systems, software, and services and the world’s first commercial supplier of quantum computers, today announced that the Company is redeeming all of the Company’s outstanding public warrants (the “Warrants”) to purchase shares of the Company’s common stock, at 5 p.m. New York City Time on November 19, 2025 (the “Redemption Date”), for a redemption price of $0.01 per Warrant (the “Redemption Price”), in accordance with the terms of the Company’s warrant agreement.

As of October 17, 2025, approximately 5 million Warrants were outstanding. Holders of the Warrants may exercise their Warrants at any time from the date of this release until 5 p.m. New York City Time on the Redemption Date by contacting their broker. Any unexercised Warrants outstanding as of 5 p.m. New York City Time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Warrants, except to receive the Redemption Price. If all of the outstanding Warrants are exercised, approximately 7.2 million shares of common stock will be issued that will result in less than 2.1% dilution to existing shareholders.

The redemption of the Warrants will streamline D-Wave’s capital structure. As a result of the redemption, the Company expects November 17, 2025 to be the last day on which the Warrants will be traded on the New York Stock Exchange.

Additional details regarding the redemption, including terms of the Warrants and procedures for exercise, are provided in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) today.

None of the Company, its board of directors or its employees has made or is making any representation or recommendation to any holder of the Warrants as to whether to exercise or refrain from exercising any Warrants.

Holders of Warrants should direct any questions concerning exercising their Warrants to their broker or to the Warrant Agent at: Equiniti Trust Company, LLC, P.O. Box 500, Newark, NJ 07101, Attention: Reorg Department, Email: ReorgWarrants@equiniti.com, and general questions concerning the redemption to the Company’s investor relations team at ir@dwavesys.com.

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of any of the Company’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About D-Wave Quantum Inc.

D-Wave is a leader in the development and delivery of quantum computing systems, software, and services. We are the world’s first commercial supplier of quantum computers, and the only company building both annealing and gate-model quantum computers. Our mission is to help customers realize the value of quantum, today. Our quantum computers — the world’s largest — feature QPUs with sub-second response times and can be deployed on-premises or accessed through our quantum cloud service, which offers 99.9% availability and uptime. More than 100 organizations trust D-Wave with their toughest computational challenges. With over 200 million problems submitted to our quantum systems to date, our customers apply our technology to address use cases spanning optimization, artificial intelligence, research and more. Learn more about realizing the value of quantum computing today and how we’re shaping the quantum-driven industrial and societal advancements of tomorrow: www.dwavequantum.com.

Forward-Looking Statements

Certain statements in this press release are forward-looking, as defined in the Private Securities Litigation Reform Act of 1995. These statements involve risks, uncertainties, and other factors that may cause actual results to differ materially from the information expressed or implied by these forward-looking statements and may not be indicative of future results. These forward-looking statements include, but are not limited to, statements regarding the redemption of the Warrants. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, various factors beyond management’s control, including the risks set forth under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly

Reports on Form 10-Q and in our other filings with the SEC. Undue reliance should not be placed on the forward-looking statements in this press release in making an investment decision, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.

Media Contact:

Alex Daigle

media@dwavesys.com

Document

Exhibit 99.2

October 20, 2025

NOTICE OF REDEMPTION OF ALL OUTSTANDING PUBLIC WARRANTS (CUSIP 26740W 117)

Dear Warrant Holder,

D-Wave Quantum Inc. (the “Company”) hereby gives notice that it is redeeming, at 5:00 p.m. New York City Time on November 19, 2025 (the “Redemption Date”), all of the Company’s outstanding public warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for a redemption price of $0.01 per Warrant (the “Redemption Price”).

Each Warrant entitles the holder thereof to purchase from the Company 1.4541326 shares of Common Stock, for an aggregate cash price of $11.50 per Warrant exercised. Under the terms of the Warrant Agreement, no fractional shares of Common Stock will be issued upon the exercise of Warrants. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company will, upon exercise, round the number of shares of Common Stock to be issued to the Warrant holder down to the nearest whole number of shares.

Holders of the Warrants may exercise their Warrants at any time from the date of this notice until 5:00 p.m. New York City Time on the Redemption Date. At 5:00 p.m. New York City Time on the Redemption Date and thereafter, any Warrants that remain unexercised at 5:00 p.m. New York City Time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Warrants, except to receive the Redemption Price.

The Warrants are listed on the New York Stock Exchange (the “NYSE”) under the symbol “QBTS.WS” and the Common Stock is listed on the NYSE under the symbol “QBTS.” On October 17, 2025, the closing price of the Warrants was $44.05 per warrant, and the closing price of the Common Stock was $38.33 per share.

We understand from the NYSE that November 17, 2025 will be the last day on which the Warrants will be traded on the NYSE.

TERMS OF REDEMPTION; CESSATION OF RIGHTS

The rights of the Warrant holders to exercise their Warrants will terminate immediately prior to 5:00 p.m. New York City Time on the Redemption Date. At 5:00 p.m. New York City Time on the Redemption Date and thereafter, holders of unexercised Warrants will have no rights with respect to those Warrants, except to receive the Redemption Price.

Note that the act of exercising your Warrants is VOLUNTARY. We encourage you to consult with your broker, financial advisor and/or tax advisor to consider whether or not to exercise your Warrants. As all of the Warrants are held in “street name,” if you wish to exercise your Warrants, you must instruct your broker to submit your Warrants for exercise, or your Warrants will be redeemed for $0.01 per Warrant.

The Company is exercising its right to redeem the Warrants pursuant to Section 6.1 of the Warrant Agreement, which provides that the Company has the right to redeem all of the outstanding Warrants at a Redemption Price of $0.01 per Warrant if (i) the last reported sales price of the shares of Common Stock for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given is at least $18.00 per share and (ii) there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period. This share price performance target has been met.

EXERCISE PROCEDURES

Warrant holders have until 5:00 p.m. New York City Time on the Redemption Date to exercise their Warrants to purchase shares of Common Stock. Warrants may only be exercised for cash.

Each Warrant entitles the holder thereof to purchase from the Company 1.4541326 shares of Common Stock, for an aggregate cash price of $11.50 per Warrant exercised (the “Exercise Price”). Under the terms of the Warrant Agreement, no fractional shares of Common Stock will be issued upon the exercise of Warrants. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company will, upon exercise, round the number of shares of Common Stock to be issued to the Warrant holder down to the nearest whole number of shares.

Note that the act of exercising your Warrants is VOLUNTARY. We encourage you to consult with your broker, financial advisor and/or tax advisor to consider whether or not to exercise your Warrants. As all of the Warrants are held in “street name,” if you wish to exercise your Warrants, you should immediately contact your broker to determine your broker’s procedure for exercising your Warrants and payment of the Exercise Price.

PROSPECTUS

A prospectus, dated April 12, 2024, covering the Common Stock issuable upon the exercise of the Warrants is included in a registration statement (Registration No. 333-278449) on file with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on April 12, 2024. The SEC maintains an Internet website that contains a copy of this prospectus. The address of that website is www.sec.gov. Alternatively, to obtain a copy of the prospectus, please visit our investor relations website at ir.dwavesys.com.

REDEMPTION PROCEDURE

Payment of the Redemption Price will be made by the Company upon presentation and surrender of a Warrant for payment after 5:00 p.m. New York City time on the Redemption Date. As all of the Warrants are held in “street name,” you should contact your broker to determine your broker’s procedure for redeeming your Warrants.

*********************************

Any questions you may have about exercising your Warrants should be directed to your broker or may be directed to the Company’s warrant agent at:

Equiniti Trust Company, LLC P.O. Box 500 Newark, NJ 07101 Attention: Reorg Department

Email: ReorgWarrants@equiniti.com

In addition, general questions concerning the redemption can be directed to the Company’s investor relations team at ir@dwavesys.com.

None of the Company, its Board of Directors or its employees has made or is making any representation or recommendation to any Warrant holder as to whether to exercise or refrain from exercising any Warrants.

D-Wave Quantum Inc.<br><br><br><br>By: /s/ John M. Markovich<br><br>John M. Markovich<br> Chief Financial Officer