0001907982FALSE00019079822025-10-222025-10-220001907982us-gaap:CommonStockMember2025-10-222025-10-220001907982us-gaap:WarrantMember2025-10-222025-10-22
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): October 22, 2025
_____________________________________________________________
D-Wave Quantum Inc.
(Exact Name of Registrant as Specified in Its Charter)
_____________________________________________________________
|
|
|
|
|
|
|
|
|
| Delaware |
001-41468 |
88-1068854 |
| (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:
|
|
|
|
|
|
| o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
| o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
| o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
| o |
Pre-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 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 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 company |
|
x |
|
|
|
|
|
|
|
|
|
| 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 7.01 Regulation FD Disclosure.
On October 22, 2025, D-Wave Quantum Inc. (“D-Wave”) announced it is hosting a series of seminars in Italy starting this week, aimed at advancing annealing quantum computing awareness and adoption among leading universities in the region as part of the Q-Alliance. Revealed at last week’s Digital Innovation Forum in Como, Italy, the Q-Alliance has been created to support the Italian government’s strategic framework for digital and quantum technologies.
A core objective of the Q-Alliance is the development of a state-of-the-art quantum computing and research facility in Lombardy, Italy. In support of that effort, D-Wave announced a €10M contract for a D-Wave Advantage2TM annealing quantum computer in the region, ensuring accessibility for Italy’s scientific community, academia, and industry. In partnership with the Italian government and the Q-Alliance, the agreement includes acquisition of 50% capacity of an Advantage2 system for five years with the option to purchase the full system.
With the initial workshops held at the Università dell’Insubria and the Università della Svizzera Italiana, the seminars are designed to accelerate education and awareness of quantum computing among Italy’s growing ecosystem of young researchers through scholarships, internships, and training programs. A copy of the press release is attached as Exhibit 99.1.
The information in this Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, 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 of 1933, as amended, or the Exchange Act, except as 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 October 22, 2025. |
| 104 |
|
Cover 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: October 22, 2025 |
D-Wave Quantum Inc. |
|
|
|
|
By: |
/s/ Alan Baratz |
|
Name: |
Alan Baratz |
|
Title: |
President & Chief Executive Officer |
EX-99.1
2
italianseminarpressrelease.htm
EX-99.1
Document
D-Wave Hosts Series of Seminars to Expand Quantum Computing Education in Italy
As part of Q-Alliance, workshops aim to accelerate quantum computing awareness in advance of system deployment in region
PALO ALTO, Calif. – October 22, 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 it is hosting a series of seminars in Italy starting this week, aimed at advancing annealing quantum computing awareness and adoption among leading universities in the region as part of the Q-Alliance. Revealed at last week’s Digital Innovation Forum in Como, Italy, the Q-Alliance has been created to support the Italian government’s strategic framework for digital and quantum technologies.
A core objective of the Q-Alliance is the development of a state-of-the-art quantum computing and research facility in Lombardy, Italy. In support of that effort, D-Wave announced a €10M contract for a D-Wave Advantage2TM annealing quantum computer in the region, ensuring accessibility for Italy’s scientific community, academia, and industry. In partnership with the Italian government and the Q-Alliance, the agreement includes acquisition of 50% capacity of an Advantage2 system for five years with the option to purchase the full system.
“As a founding member of the Q-Alliance, D-Wave is committed to fast-tracking efforts to establish Italy as a global hub of quantum innovation,” said Dr. Alan Baratz, CEO of D-Wave. “Through the placement of a D-Wave system in the region as well as ongoing hands-on workshops and training for Italy’s researchers and academic community, we’re providing access to D-Wave’s powerful, commercial-grade quantum technologies and our team of experts to help usher in Italy’s era of quantum-fueled progress.”
With the initial workshops held at the Università dell’Insubria and the Università della Svizzera Italiana, the seminars are designed to accelerate education and awareness of quantum computing among Italy’s growing ecosystem of young researchers through scholarships, internships, and training programs. The discussions center on quantum annealing technology development, quantum simulation and optimization dynamics with annealing quantum computers, and quantum-classical hybrid optimization for applications.
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