D-Wave Quantum Announces Up to $100M CHIPS Award; Issues Shares to U.S. Commerce

What Happened

• D-Wave Quantum Inc. announced on Sept. 4, 2026 that it entered into an Other Transaction Agreement (OTA) with the U.S. Department of Commerce under the CHIPS and Science Act. The Department agreed to provide up to $100,000,000 to fund advanced microelectronics and quantum prototyping work, with an initial tranche of $53,552,620 available shortly after the award date.
• In connection with the OTA, D-Wave will enter a Securities Issuance Agreement to issue 7,095,721 shares of common stock to the Department at $14.093 per share (shares unregistered). The Award is milestone-driven, the OTA runs until completion of milestones or the fifth anniversary of the award (subject to terms), and the company plans to register the resale of the shares after the SIA is executed.

Key Details

• Award amount: up to $100,000,000 for quantum technology and scalable high-performance quantum components.
• Initial funding tranche: $53,552,620; additional tranches of $9,075,000; $16,695,000; $20,390,000; and $287,380 tied to specific milestones.
• Share issuance: 7,095,721 common shares at $14.093 per share (price based on lowest reported closing price on LOI/transmission/execution/Award Date discounted 15%); shares not initially registered.
• Key contract terms: U.S. government license and march-in rights on federally funded IP, domestic-control requirements, Department can terminate for convenience with 60 days’ notice; transfer restrictions on the issued shares; company repurchase right for unused award funds (repurchase aggregate price $1 in certain termination scenarios).
• Disclosure and next steps: press release filed Sept. 8, 2026; company will file an amendment to report the share issuance and will file a prospectus supplement to register resale rights for the Department.

Why It Matters

• Funding for operations: The award provides significant non-dilutive (except for the related share issuance) government funding aimed at accelerating D-Wave’s quantum hardware prototyping and scale-up—potentially supporting development and capital expenditures tied to specified milestones.
• Stock and governance effects: The issuance of ~7.1M unregistered shares will dilute existing holders once issued; the shares include transfer and voting limitations while held by a U.S. government entity. The company has agreed to use commercially reasonable efforts to register resale, which matters for eventual liquidity of those shares.
• Contractual constraints: Government IP rights, march-in and domestic-production provisions and termination remedies are typical for CHIPS awards but could affect control over certain federally funded inventions and operational requirements tied to the program timeline.