0001907982FALSE00019079822025-11-212025-11-210001907982us-gaap:CommonStockMember2025-11-212025-11-210001907982us-gaap:WarrantMember2025-11-212025-11-21

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): November 21, 2025
_____________________________________________________________
D-Wave Quantum Inc.
(Exact Name of Registrant as Specified in Its Charter)
_____________________________________________________________
Delaware001-4146888-1068854
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareQBTSNew York Stock Exchange
Warrants, each whole warrant exercisable for 1.4541326 shares of common stock at an exercise price of $11.50QBTS.WTNew 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 companyx
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 November 21, 2025, D-Wave Quantum Inc. (the “Company”) issued a press release announcing that it has completed the redemption of all of the Company’s outstanding public warrants (the “Warrants”) to purchase shares of the Company’s common stock (“Common Stock”), at 5 p.m. New York City Time on November 19, 2025 (the “Redemption Date”). A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

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”).

Of the Warrants that were outstanding prior to the Company’s announcement of the redemption on October 20, 2025, 4,746,358 Warrants were subsequently exercised for approximately 6.9 million shares of Common Stock at the exercise price of $11.50 per Warrant, yielding cash proceeds to the Company of approximately $54.6 million.

A total of 270,820 Warrants remained unexercised as of 5 p.m. New York City time on the Redemption Date, and the Company redeemed those Warrants for a redemption price of $0.01 per Warrant (the “Redemption Price”), or an aggregate Redemption Price of $2,708.20, in accordance with the terms of the Warrant Agreement. Following the redemption, no Warrants are outstanding.

In connection with the redemption, the Warrants ceased trading on the New York Stock Exchange (the “NYSE”) and will be delisted, with the trading suspension effective on November 18, 2025. The Common Stock continues to trade on the NYSE under the symbol “QBTS”.

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
Press release, dated November 21, 2025.
104Cover 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: November 21, 2025
D-Wave Quantum Inc.
By:
/s/ Alan Baratz
Name:
Alan Baratz
Title:
President & Chief Executive Officer
Exhibit 99.1
D-Wave Completes Redemption of Public Warrants

PALO ALTO, Calif. – November 21, 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 it has completed the redemption of all of the Company’s outstanding public warrants (the “Warrants”) to purchase shares of the Company’s common stock (“Common Stock”), at 5 p.m. New York City Time on November 19, 2025 (the “Redemption Date”).

Of the Warrants that were outstanding prior to D-Wave’s announcement of the redemption on October 20, 2025, 4,746,358 Warrants were subsequently exercised for approximately 6.9 million shares of Common Stock at the exercise price of $11.50 per Warrant, yielding cash proceeds to the Company of approximately $54.6 million.

A total of 270,820 Warrants remained unexercised as of 5 p.m. New York City time on the Redemption Date, and the Company redeemed those Warrants for a redemption price of $0.01 per Warrant (the “Redemption Price”), or an aggregate Redemption Price of $2,708.20, in accordance with the terms of the Company’s warrant agreement. Following the redemption, no Warrants are outstanding.

In connection with the redemption, the Warrants ceased trading on the New York Stock Exchange (the “NYSE”) and will be delisted, with the trading suspension effective on November 18, 2025. The Common Stock continues to trade on the NYSE under the symbol “QBTS”.

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 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