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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 13, 2025

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D-Wave Quantum Inc.

(Exact Name of Registrant as Specified in Its Charter)

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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 8.01 Other Events.

On November 13, 2025, D-Wave Quantum Inc. (the “Company”) issued a press release reminding any remaining holders of its outstanding public warrants (the “Warrants”) to purchase shares of the Company’s common stock (“Common Stock”) that, as previously announced on October 20, 2025, the Company is redeeming all of such Warrants at 5:00 p.m. New York City Time on November 19, 2025 (the “Redemption Date”), for a redemption price of $0.01 per Warrant (the “Redemption Price”).

Holders of all outstanding Warrants may exercise their Warrants at any time from the date hereof until 5:00 p.m. New York City time on the Redemption Date by contacting their broker. Any unexercised Warrants outstanding as of 5:00 p.m. New York City Time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Warrants, except to receive the Redemption Price.

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”).

Under the terms of the Warrant Agreement, the Company is entitled to redeem all of the outstanding Warrants at the Redemption Price if the last sales price of the Common Stock is at least $18.00 per share on each of twenty trading days within any thirty-day trading period ending on the third trading day prior to the date on which a notice of redemption is given. This share price performance target has been met.

Each Warrant entitles the holder thereof to purchase from the Company 1.4541326 shares of Common Stock, for an aggregate cash price of $11.50 per Warrant exercised. Under the terms of the Warrant Agreement, if, upon the exercise of Warrants, a holder would be entitled to receive a fractional share of Common Stock, the Company will round the number of shares of Common Stock issued to the Warrant holder down to the nearest whole number of shares.

As a result of the redemption, the Company expects November 17, 2025 to be the last day on which the Warrants will be traded on the New York Stock Exchange.

The shares of Common Stock underlying the Warrants have been registered by the Company under the Securities Act of 1933, as amended (the “Securities Act”). A prospectus, dated April 12, 2024, covering the Common Stock issuable upon the exercise of the Warrants is included in a registration statement (Registration No. 333-278449) on file with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on April 12, 2024.

None of this Current Report on Form 8-K, or Exhibit 99.1 attached hereto, constitutes an offer to sell or the solicitation of an offer to buy any of the Company’s securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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
99.1						Press release, dated November 13, 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: November 13, 2025	D-Wave Quantum Inc.

	By:	/s/ Alan Baratz
	Name:	Alan Baratz
	Title:	President & Chief Executive Officer

EX-99.1 2 d-waveremindspublicwarrant.htm EX-99.1 Document

Exhibit 99.1

D-Wave Reminds Public Warrant Holders of Upcoming Redemption

Deadline for exercise of Warrants is November 19, 2025

PALO ALTO, Calif. – November 13, 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, previously announced on October 20, 2025 that the Company is redeeming all of the Company’s outstanding public warrants (the “Warrants”) to purchase shares of the Company’s common stock, at 5 p.m. New York City Time on November 19, 2025 (the “Redemption Date”), for a redemption price of $0.01 per Warrant (the “Redemption Price”), in accordance with the terms of the Company’s warrant agreement.

The Company wishes to remind any remaining holders of the Warrants that they may exercise their Warrants at any time from the date of this release until 5 p.m. New York City Time on the Redemption Date by contacting their broker. Any unexercised Warrants outstanding as of 5 p.m. New York City Time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Warrants, except to receive the Redemption Price.

As a result of the redemption, the Company expects November 17, 2025 to be the last day on which the Warrants will be traded on the New York Stock Exchange.

Additional details regarding the redemption, including terms of the Warrants and procedures for exercise, are provided in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 20, 2025.

None of the Company, its board of directors or its employees has made or is making any representation or recommendation to any holder of the Warrants as to whether to exercise or refrain from exercising any Warrants.

Holders of Warrants should direct any questions concerning exercising their Warrants to their broker or to the Warrant Agent at: Equiniti Trust Company, LLC, P.O. Box 500, Newark, NJ 07101, Attention: Reorg Department, Email: ReorgWarrants@equiniti.com, and general questions concerning the redemption to the Company’s investor relations team at ir@dwavesys.com.

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 include, but are not limited to, statements regarding the redemption of the Warrants. 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