Secures up to $100M CHIPS Act Award, Issues 7.1M Shares to US Dept of Commerce

D-Wave Quantum Inc. announced it has entered into an Other Transaction Agreement (OTA) with the U.S. Department of Commerce. This agreement, dated September 4, 2026, provides D-Wave with an award of up to $100,000,000 under the U.S. CHIPS and Science Act. The funding is designated for advanced microelectronics research and development, specifically for prototyping quantum technology and scalable high-performance quantum components. This includes the development and integration of components, subsystems, systems, and prototypes to accelerate and scale annealing and gate model superconducting quantum computers.

The award will be disbursed in tranches, with an initial funding of $53,552,620 to be made available shortly after the award date. Subsequent tranches of $9,075,000, $16,695,000, and $20,390,000 will be released upon the achievement of specified milestones, which relate to the installation of tools and equipment, fabrication of quantum processing unit prototypes, process integration, and calibration and benchmarking of scaled quantum processing units. A final payment of $287,380 is expected upon the completion of all milestones. The performance period for this agreement extends for five years from the award date or until all milestones are completed, whichever comes first.

In connection with the OTA, D-Wave will issue 7,095,721 shares of its common stock to the Department of Commerce at an issuance price of $14.093 per share. This price is based on a 15% discount to the lowest reported closing price of the company's common stock on certain dates related to the agreement's negotiation. The Department of Commerce will have certain transfer restrictions on these shares and will not be entitled to vote them on most matters as long as they are held by a U.S. governmental entity. D-Wave has also agreed to use commercially reasonable efforts to register the resale of these shares.

The company noted several risks associated with these transactions. These include the uncertainty of funding timing and amounts, potential for dilution to existing stockholders due to the share issuance at a discount, and the possibility that the Department's equity position could limit future strategic transactions. The financial, tax, and accounting treatment of these complex transactions is also uncertain and may require significant management attention.