qbts-20250930

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 September 30, 2025


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)

(604) 630-1428

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	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 (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 November 5, 2025, there were 346,718,581 outstanding shares of the registrant’s common stock, par value $0.0001 per share. In addition, there were 3,403,222 exchangeable shares outstanding as of November 5, 2025, which are convertible into shares of common stock on a one for one basis at any time for no consideration.

Table of Contents


		Page
Cautionary Note Regarding Forward-Looking Statements		2
Part I. Financial Information		3
Item 1.	D-Wave Quantum Inc. Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	9
	Notes to Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35
Part II. Other Information		35
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
Signatures		38

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 D-Wave Quantum’s and D-Wave Quantum’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. 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,” “believe,” “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 and 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 the control of D-Wave Quantum. 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 anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The following discussion should be read in conjunction with the Company’s 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, and 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)


	September 30,		December 31,
(In thousands, except share and per share data)	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	836,231	$	177,980
Trade accounts receivable, net of allowance for credit losses of $1 and $176	1,927		1,420
Inventories	2,831		1,686
Prepaid expenses and other current assets	7,150		3,954
Total current assets	848,139		185,040
Property and equipment, net	5,608		4,133
Operating lease right-of-use assets	6,716		7,261
Intangible assets, net	803		490
Other non-current assets, net	4,554		2,929
Total assets	$	865,820	$	199,853

Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable	$	992	$	815
Accrued expenses and other current liabilities	9,496		8,784
Current portion of operating lease liabilities	1,491		1,512
Loans payable, net, current	144		348
Deferred revenue, current	3,389		18,686
Total current liabilities	15,512		30,145
Warrant liabilities	140,970		69,875
Operating lease liabilities, net of current portion	6,101		6,389
Loans payable, net, non-current	32,054		30,128
Deferred revenue, non-current	629		670
Total liabilities	195,266		137,207

Commitments and contingencies (Note 9)

Stockholders' equity:
Common stock, par value $0.0001 per share; 675,000,000 shares authorized at both September 30, 2025 and December 31, 2024; 345,971,195 shares and 266,595,867 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.	34		27
Additional paid-in capital	1,619,322		700,069
Accumulated deficit	(939,676)		(626,940)
Accumulated other comprehensive loss	(9,126)		(10,510)
Total stockholders' equity	670,554		62,646
Total liabilities and stockholders’ equity	$	865,820	$	199,853

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 September 30,				Nine Months Ended September 30,
(In thousands, except share and per share data)	2025		2024		2025		2024
Revenue	$	3,739	$	1,870	$	21,835	$	6,518
Cost of revenue	1,070		827		3,313		2,428
Total gross profit	2,669		1,043		18,522		4,090
Operating expenses:
Research and development	14,075		8,668		37,057		25,548
General and administrative	9,383		9,259		26,491		24,296
Sales and marketing	6,947		3,752		20,503		11,237
Total operating expenses	30,405		21,679		84,051		61,081
Loss from operations	(27,736)		(20,636)		(65,529)		(56,991)
Other income (expense), net:
Interest expense	(201)		(1,180)		(633)		(3,480)
Change in fair value of Term Loan	—		(1,559)		—		(635)
Gain (loss) on investment in marketable securities	850		(8)		850		1,495
Change in fair value of warrant liabilities	(121,859)		476		(259,964)		19
Other income, net	8,960		195		12,540		1,790
Total other income (expense), net	(112,250)		(2,076)		(247,207)		(811)
Net loss	$	(139,986)	$	(22,712)	$	(312,736)	$	(57,802)
Net loss per share, basic and diluted	$	(0.41)	$	(0.11)	$	(1.01)	$	(0.32)
Weighted-average shares used in computing net loss per share, basic and diluted	342,204,831		201,585,533		310,509,005		178,406,948

Comprehensive loss:
Net loss	$	(139,986)	$	(22,712)	$	(312,736)	$	(57,802)
Foreign currency translation adjustment	99		(151)		1,384		(82)
Net comprehensive loss	$	(139,887)	$	(22,863)	$	(311,352)	$	(57,884)

The accompanying notes are an integral part of these condensed consolidated financial statements.

D-Wave Quantum Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the Three Months Ended September 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 June 30, 2025	339,837,650	$	33	$	1,503,136	$	(799,690)	$	(9,225)	$	694,254
Issuance of common stock in connection with exercise of stock options and vesting of RSUs	1,030,091	1		1,366		—		—		1,367
Issuance of common stock in connection with exercise of warrants	5,103,454	—		112,544		—		—		112,544
Stock-based compensation	—	—		6,598		—		—		6,598
Tax withholding related to vesting of restricted stock units	—	—		(4,322)		—		—		(4,322)
Foreign currency translation adjustment, net of tax	—	—		—		—		99		99
Net loss	—	—		—		(139,986)		—		(139,986)
Balances at September 30, 2025	345,971,195	$	34	$	1,619,322	$	(939,676)	$	(9,126)	$	670,554

The accompanying notes are an integral part of these condensed consolidated financial statements.

D-Wave Quantum Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the Three Months Ended September 30, 2024

(Unaudited)


	Common stock			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Total stockholders' deficit
(In thousands, except share data)	Shares	Amount
Balances at June 30, 2024	186,073,087	$	18	$	507,067	$	(518,151)	$	(10,448)	$	(21,514)
Issuance of common stock in connection with the Lincoln Park Purchase Agreement	10,621,447	1		11,898		—		—		11,899
Issuance of common stock in connection with the ATM agreement, net of issuance costs	11,058,026	1		11,586		—		—		11,587
Issuance of common stock in connection with exercise of stock options and vesting of RSUs	211,033	—		41		—		—		41
Stock-based compensation	—	—		4,054		—		—		4,054
Tax withholding related to vesting of restricted stock units	—	—		(119)		—		—		(119)
Foreign currency translation adjustment, net of tax	—	—		—		—		(151)		(151)
Net loss	—	—		—		(22,712)		—		(22,712)
Balances at September 30, 2024	207,963,593	$	20	$	534,527	$	(540,863)	$	(10,599)	$	(16,915)

The accompanying notes are an integral part of these condensed consolidated financial statements.

D-Wave Quantum Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the Nine Months Ended September 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 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	6,796,107	1		8,226		—		—		8,227
Issuance of common stock in connection with exercise of warrants	17,661,925	1		328,805						328,806
Stock-based compensation	—	—		17,394		—		—		17,394
Tax withholding related to vesting of restricted stock units	—	—		(9,986)		—		—		(9,986)
Foreign currency translation adjustment, net of tax	—	—		—		—		1,384		1,384
Net loss	—	—		—		(312,736)		—		(312,736)
Balances at September 30, 2025	345,971,195	$	34	$	1,619,322	$	(939,676)	$	(9,126)	$	670,554

The accompanying notes are an integral part of these condensed consolidated financial statements.

D-Wave Quantum Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the Nine Months Ended September 30, 2024

(Unaudited)


	Common stock			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Total stockholders' deficit
(In thousands, except share data)	Shares	Amount
Balances at December 31, 2023	161,113,744	$	16	$	469,081	$	(483,061)	$	(10,517)	$	(24,481)
Issuance of common stock in connection with the Lincoln Park Purchase Agreement	25,569,997	2		32,185		—		—		32,187
Issuance of common stock in connection with the ATM agreement, net of issuance costs	19,337,124	2		20,686		—		—		20,688
Issuance of common stock in connection with the Employee Stock Pu

SEC Form 10-Q filed by D-Wave Quantum Inc.