D-Wave Quantum Inc. Enters Securities Issuance Agreement with U.S. Dept. of Commerce

What Happened
D-Wave Quantum Inc. filed a Form 8-K on September 9, 2026 disclosing that on September 8, 2026 it entered into a Securities Issuance Agreement (SIA) with the United States Department of Commerce. The filing also reports related unregistered sales of equity securities and notes other events tied to the execution of the SIA. The SIA is filed as Exhibit 10.2, with certain schedules/exhibits omitted from the public filing under Item 601(a)(5) of Regulation S-K; the company says it will furnish omitted materials to the SEC confidentially upon request. The report is signed by CEO Alan Baratz.

Key Details

• Agreement: Securities Issuance Agreement dated September 8, 2026 between D-Wave and the U.S. Department of Commerce (filed as Exhibit 10.2).
• Filing date: Form 8-K filed September 9, 2026.
• Securities: The 8-K reports unregistered sales of equity securities in connection with the SIA (specific share counts/pricing not disclosed in this filing).
• Confidential exhibits: Certain schedules/exhibits to the SIA were omitted from the public exhibit; the company will provide them to the SEC on a confidential basis if requested.

Why It Matters
Entering a securities issuance agreement with a U.S. government department is a material corporate action that can affect D-Wave’s capital structure and shareholder dilution, depending on the terms of the issuance. Because the 8-K does not disclose the specific number of shares, pricing, or other economic terms publicly, investors should watch for follow-up disclosures or confidential submissions to the SEC for the full terms. This 8-K establishes the existence of the deal and related unregistered securities activity, which may be important for assessing future ownership, financing, or strategic relationships.