디웨이브 퀀텀(QBTS) 리스크 요인 변화

이번 보고서

2025 연차보고서

10-K · 기간 말 2025. 12. 31. · 제출 2026. 2. 26.

비교 기준

2024 연차보고서

10-K · 기간 말 2024. 12. 31.

SEC 원문 ↗

새 리스크 항목

신규 문단

수정 문단

삭제

+4%

분량 변화

AI 한국어 요약

한 줄 요약

2026년 1월 끝낸 Quantum Circuits 인수 관련 리스크가 새로 들어갔고, 정부 대상 판매와 게이트 모델 상용화 쪽 서술이 커졌어요.

주목할 변화

신규Quantum Circuits 인수 통합과 주가 리스크오류 정정 초전도 게이트 모델 개발사인 Quantum Circuits를 2026년 1월 20일 인수했어요. 회사는 두 조직의 통합이 늦어지거나 실패할 수 있다고 적었어요("no assurance that such integration will be accomplished expeditiously or successfully"). 어닐링과 게이트 모델 간 시너지가 나오지 않으면 주가가 내려갈 수 있다는 별도 항목도 생겼어요("synergies between annealing and gate-model computing methods fail to materialize").
신규미국·해외 정부 대상 판매2025년 12월 미국 정부 전담 사업부를 만들었다고 밝혔어요. 판매 주기가 길고, 정부 셧다운이나 예산 변화에 영향을 받는다는 점을 위험으로 들었어요. 미국 정부와 가까운 관계가 해외 사업에 걸림돌이 될 수 있고, 반대 방향도 마찬가지라고 적었어요("perceptions of our relationship with the U.S. government"). 기존 정부 계약 항목에는 CMMC, FedRAMP, "most favored nation" 가격 조건이 새로 추가됐어요.
강화게이트 모델 상용화 일정과 수출 규제"게이트 모델은 아직 상용화하지 않았다"는 문장이 빠졌어요. 그 자리에 2026년에 첫 게이트 모델 컴퓨터를 출시할 계획이라는 문장이 들어갔어요("plan to make an initial gate-model quantum computer generally available in 2026"). 게이트 모델 기술이 수출 통제 기준에 해당하는 수준까지 발전하면 규제를 받을 수 있다는 문구도 새로 붙었어요.
신규신생성장기업·소규모 보고기업 지위 상실2025년 말 기준으로 두 지위를 모두 잃었어요("no longer qualify"). 2026년 1분기 보고서부터 공시 의무가 늘어나요. 회사는 이 때문에 법무·재무 관련 비용이 늘 것으로 본다고 적었어요.
신규생성형 AI 사용 리스크사내 업무와 개발에 생성형 AI를 쓰고 있다고 밝혔어요. 결과물이 그럴듯해 보여도 틀릴 수 있고, 외부 AI 도구 때문에 보안 취약점이 들어올 수 있다고 적었어요("appears accurate but is incomplete, misleading, or incorrect").
신규제3자 언론·SNS 정보블로그, 게시판, SNS 등에서 회사에 대한 보도가 많다고 적었어요. 이 중 부정확한 정보가 주가에 영향을 줄 수 있다고 밝혔어요("may not be reliable or accurate").
강화관세 리스크의 범위 확대이전에는 미국과 중국 사이 문제 중심이었어요. 이번에는 캐나다를 포함한 무역 상대국 전반의 관세와 보복 관세로 범위를 넓혔어요. 하드웨어 부품을 해외에서 조달하는 공급망도 영향을 받을 수 있다는 문장이 추가됐어요("we have global suppliers for parts of our hardware").
삭제워런트 희석 리스크워런트가 주가에 부정적일 수 있다는 항목이 통째로 빠졌어요("The Warrants may have an adverse effect on the market price").

참고

Quantum Circuits는 오류 정정 초전도 게이트 모델 양자컴퓨터를 개발하는 회사예요. 신생성장기업 지위는 첫 공모 주식 판매일로부터 5주년이 된 2025년 10월이 지나면서 연말 기준으로 끝났어요.

원문 비교

새 리스크 항목
The failure to successfully integrate Quantum Circuits could adversely affect our operations.
신규The failure to successfully integrate Quantum Circuits could adversely affect our operations.
On January 20, 2026, we completed the acquisition of all of the issued and outstanding equity of Quantum Circuits, a leading developer of error-corrected superconducting gate-model quantum computing systems, pursuant to the Acquisition Agreement.
신규The failure to successfully integrate Quantum Circuits could adversely affect our operations.
Following the Acquisition, we and Quantum Circuits will need to successfully integrate and streamline overlapping functions. While the costs associated with this combination of operations have not been identified, any such costs associated with this type of integration may have an adverse effect on our operating results in the periods in which they are incurred. We and Quantum Circuits have different systems and procedures in many operational areas that must be rationalized and integrated. There may be substantial difficulties associated with integrating two separate companies, and there can be no assurance that such integration will be accomplished expeditiously or successfully. The integration of certain operations following an acquisition will require the dedication of management resources that may temporarily detract attention from our day-to-day business. Failure to accomplish the integration of our operations and those of Quantum Circuits could have a material adverse effect on our business, financial condition and results of operations.
새 리스크 항목
The market price of our Common Shares could decline as a result of the Acquisition.
신규The market price of our Common Shares could decline as a result of the Acquisition.
The market price of our Common Shares may decline significantly as a result of the Acquisition if we do not experience the benefits of the Acquisition as quickly as anticipated, the costs of or operational difficulties arising from the Acquisition are greater than anticipated, our development and commercialization plans and/or the synergies between annealing and gate-model computing methods fail to materialize, or the impact of the Acquisition on our financial results is not in line with our expectations or those of financial analysts or others.
새 리스크 항목
Our use of generative AI tools may introduce security, privacy, intellectual property, and operational risks that could adversely affect our business.
신규Our use of generative AI tools may introduce security, privacy, intellectual property, and operational risks that could adversely affect our business.
We use, and expect to continue using, generative AI tools primarily to support internal productivity and development activities.
신규Our use of generative AI tools may introduce security, privacy, intellectual property, and operational risks that could adversely affect our business.
Generative AI technologies are evolving rapidly, and while they offer efficiency benefits, they may also generate output that appears accurate but is incomplete, misleading, or incorrect, which could introduce downstream security or operational risks. Our use of third-party generative AI tools may also present security, privacy, and operational risks, including limited visibility into training data sources, model behavior, vendor controls, and the potential introduction of defects or security vulnerabilities through AI-generated outputs.
신규Our use of generative AI tools may introduce security, privacy, intellectual property, and operational risks that could adversely affect our business.
We use generative AI tools in limited and controlled contexts and prohibit the use of AI technologies in areas that we deem to create high risks that cannot be mitigated related to cybersecurity, confidentiality, privacy, intellectual property, legal compliance, and/or ethical standards. In addition, we employ practices designed to evaluate, track, and mitigate the risks associated with the use of generative AI. However, such controls, prohibitions and measures cannot provide absolute security and may not prevent or mitigate all of the evolving risks presented by the use of generative AI that could adversely affect our business, operations or reputation.
새 리스크 항목
Our future growth and success depends in part on our ability to sell our products and services effectively to U.S. and international government entities.
신규Our future growth and success depends in part on our ability to sell our products and services effectively to U.S. and international government entities.
U.S. and international governments have demonstrated increasing interest in building quantum applications. In December 2025, we announced the formation of a new business unit dedicated to driving the adoption of our quantum computing products and services with the U.S. government, and we also plan to pursue further sales to international governments. Our future growth and success will depend in part on our ability to effectively sell our products and services to additional domestic and international government entities.
신규Our future growth and success depends in part on our ability to sell our products and services effectively to U.S. and international government entities.
As described further under "—Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties" below, contracts with U.S. and international government entities are subject to a number of challenges and risks. Sales to government customers involve risks that are present to a lesser extent in sales to commercial customers, such as: (i) increased purchasing power and leverage held by government customers in negotiating contractual arrangements with us and (ii) longer sales cycles and the associated risk that substantial time and resources may be spent on a potential government customer that elects not to purchase our products or services. We also must comply with both U.S. and international laws and regulations relating to the formation, administration, and performance of contracts with government entities.
신규Our future growth and success depends in part on our ability to sell our products and services effectively to U.S. and international government entities.
In addition, other parties’ perceptions of our relationship with the U.S. government could adversely affect our business prospects in certain non-U.S. geographies or with certain non-U.S. governments. Conversely, other parties’ perceptions of our relationship with non-U.S. governments or government entities could adversely affect our business prospects with the U.S. government.
신규Our future growth and success depends in part on our ability to sell our products and services effectively to U.S. and international government entities.
Accordingly, our business, financial condition, and results of operations could be harmed by numerous factors associated with doing business with government customers, such as:
신규Our future growth and success depends in part on our ability to sell our products and services effectively to U.S. and international government entities.
•government spending changes or constraints, such as shifting priorities due to the results of elections or economic uncertainty;
신규Our future growth and success depends in part on our ability to sell our products and services effectively to U.S. and international government entities.
•delays in program activities or contracting due to government shutdowns, partial shutdowns, or changing funding timelines;
신규Our future growth and success depends in part on our ability to sell our products and services effectively to U.S. and international government entities.
•changes in U.S. federal or other governmental compliance requirements;
신규Our future growth and success depends in part on our ability to sell our products and services effectively to U.S. and international government entities.
•influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers; and
신규Our future growth and success depends in part on our ability to sell our products and services effectively to U.S. and international government entities.
•increased or unexpected costs or unanticipated delays caused by other factors outside of our control.
신규Our future growth and success depends in part on our ability to sell our products and services effectively to U.S. and international government entities.
Any such event or activity could cause government customers or potential government customers to delay or refrain from entering into contracts with us or purchasing our products or services in the future, reduce the size or timing of payment with respect to our services to or purchases from existing or new government customers, or otherwise have an adverse effect on our business, results of operations, financial condition, and growth prospects.
새 리스크 항목
We identified material weaknesses in our internal controls over financial reporting in prior fiscal years. If we experience future material weaknesses or significant deficiencies in our internal controls over financial reporting, we may not be able to remedy such weaknesses or deficiencies in a timely manner and may fail to meet our financial reporting obligations.
새 리스크 항목
Information available in public media published by third parties, including blogs, articles, message boards and social and other media, may include statements about us or the quantum computing market or industry that are not attributable to us and may not be reliable or accurate.
신규Information available in public media published by third parties, including blogs, articles, message boards and social and other media, may include statements about us or the quantum computing market or industry that are not attributable to us and may not be reliable or accurate.
We have received, and may continue to receive, a high degree of media coverage about us or the quantum computing market or industry that is published or otherwise disseminated by third parties, including blogs, articles, message boards and social and other media. This includes third party coverage that is not attributable to statements made by our officers or other authorized spokespersons, or that misrepresents statements made by our officers or other authorized spokespersons. Information provided by third parties may not be reliable or accurate and could materially impact the trading price of our Common Shares.
새 리스크 항목
We no longer qualify as an “emerging growth company” or a “smaller reporting company” and, as a result, we will no longer be able to avail ourselves of certain reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies.
신규We no longer qualify as an “emerging growth company” or a “smaller reporting company” and, as a result, we will no longer be able to avail ourselves of certain reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies.
• the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act;
신규We no longer qualify as an “emerging growth company” or a “smaller reporting company” and, as a result, we will no longer be able to avail ourselves of certain reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies.
• the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements;
신규We no longer qualify as an “emerging growth company” or a “smaller reporting company” and, as a result, we will no longer be able to avail ourselves of certain reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies.
• reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and
신규We no longer qualify as an “emerging growth company” or a “smaller reporting company” and, as a result, we will no longer be able to avail ourselves of certain reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies.
• the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, as provided under Section 107 of the JOBS Act.
신규We no longer qualify as an “emerging growth company” or a “smaller reporting company” and, as a result, we will no longer be able to avail ourselves of certain reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies.
In addition, from October 2022 until the end of 2025, we were a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act. Similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations, such as an ability to provide simplified executive compensation information and only two years of audited financial statements in an Annual Report on Form 10-K, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure. Beginning with our Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2026, we will be ineligible to take advantage of the scaled disclosures available to smaller reporting companies.
신규We no longer qualify as an “emerging growth company” or a “smaller reporting company” and, as a result, we will no longer be able to avail ourselves of certain reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies.
We expect that the loss of our emerging growth company and smaller reporting company statuses and compliance with various additional reporting requirements will increase our legal and financial compliance costs. If these additional reporting requirements divert the attention of our management and personnel from other business concerns, or if we fail to comply with these additional requirements in a timely manner, or at all, our business and results of operations could be harmed and the trading price of our Common Shares may decline.
수정
In this section, unless otherwise specified, the terms the "Company," “we,” “our,” “us,” “D-Wave,” and “D-Wave Quantum” refer to D-Wave Quantum Inc. and its consolidated subsidiaries. You should carefully review and consider the following risk factors in addition to the other information included in this Form 10-K, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking ~~Statements” ,~~ Statements”, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and notes to the consolidated financial statements included herein. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on ~~the~~ our business, cash flows, financial condition and results of ~~operations of D-Wave Quantum.~~ operations. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by us that later may prove to be incorrect or incomplete. We may face additional risks and uncertainties that are not presently known to us, or that are currently deemed immaterial, which may also impair ~~D-Wave Quantum’s~~ our business or financial condition.
수정Risks Related to Our Financial Condition and Status as an Early-Stage Company
Risks Related to ~~D-Wave Quantum’s~~ Our Financial Condition and Status as an Early-Stage Company
수정We are in our growth stage which makes it difficult to forecast our future results of operations and our funding requirements.
Near term, our ability to generate revenue will largely be dependent on our ability to continue to develop and produce annealing quantum computers and hybrid quantum-classical solvers that are able to solve customer business problems at scale. ~~Longer term,~~ In addition, our ability to generate revenue will ~~also be dependent~~ depend on our ability to develop, produce and commercialize gate-model quantum computers. We have commercialized annealing quantum computers, and plan to make an initial gate-model quantum computer generally available in 2026. ~~Our~~ However, our product roadmap may not be realized as quickly as hoped, or at all.
수정We have a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future.
Since our inception, we have incurred significant net losses. As of December 31, ~~2024~~ 2025 and ~~2023, the Company~~ 2024, we had an accumulated deficit of ~~$626.9~~ $982.0 million and ~~$483.1~~ $626.9 million, respectively. For the years ended December 31, ~~2024~~ 2025 and ~~2023, the Company~~ 2024, we incurred a net ~~loss~~ losses of ~~$143.9~~ $355.1 million and ~~$82.7~~ $143.9 million, respectively, and ~~the Company~~ had net cash outflows from operating activities of ~~$42.6~~ $72.0 million and ~~$60.6~~ $42.6 million, respectively. To date, our primary sources of capital have been through sales of our equity securities, debt financing, revenue from the sale of our products and services, and government assistance.
수정We have a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future.
We expect to incur additional operating losses and negative cash flows from operating activities as we continue to expand our commercial operations and research and development programs. The extent of our future operating losses and the timing of profitability are highly uncertain, and we expect to continue incurring significant expenses and operating losses over the next several years. Any additional operating losses may have an adverse effect on our stockholders’ equity and the market price of our ~~common stock,~~ Common Shares, and we cannot assure you that we will ever be able to achieve profitability.
수정We have a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future.
Even if we achieve profitability, we may not be able to sustain or increase such profitability. Additionally, our costs may increase in future periods and we may expend substantial financial and other resources on, among things, sales and marketing, the hiring of additional officers, employees, contractors and other service providers, and general administration, which may include a significant increase in legal and accounting expenses related to public company compliance, continued compliance and various regulations applicable to our business or arising from the growth and maturity of our company. Our failure to become and remain profitable would depress the value of our company and could impair our ability to raise capital, expand our business, maintain our development efforts, obtain regulatory approvals, diversify our product and service offerings or continue our operations, and may cause the market price of our ~~common stock~~ Common Shares to decline.
수정Our estimates of the magnitude of the market opportunity, forecasts of market growth and our operating metrics may prove to be inaccurate and may not be indicative of our future growth.
Our estimates of market opportunity ~~included in this Form 10-K~~ may prove to be inaccurate and may not be indicative of our future growth or performance. Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. While our ~~estimate~~ estimates of the TAM ~~included in this Form 10-K is~~ are made in good faith and is are based on assumptions and estimates we believe to be reasonable under the circumstances, ~~this estimate~~ these estimates may not prove to be accurate. Further, even if the ~~estimate~~ estimates of our market opportunity ~~does~~ prove to be accurate, we could fail to capture significant portions, or any portion, of the available markets. Alternatives to our quantum computing products may present themselves and if they do, could substantially reduce the market for our computing services. Advances in classical computing may prove more robust for longer than currently anticipated and could adversely affect the timing of any quantum advantage being achieved, if at all. Any expansions in our markets depend on a number of factors, including the cost, performance, and perceived value associated with our products and services. In making such forecasts, we rely on data provided by industry sources and customers, among other things, that we have not independently verified and such data may not be accurate, and any inaccuracy will affect the accuracy of our forecasts. The accuracy of our forecasts may also be affected by human error in the interpretation of such data.
수정Our business and growth are dependent on the success of our strategic relationships with third parties.
We depend on, and anticipate that we will continue to depend on, various third-party suppliers in order to sustain and grow our business. Failure of any of these suppliers to continue to provide products and services to maintain, support or secure their technology platforms or our integrations, or errors or defects in their technologies, products or services, could adversely affect our relationships with our customers, damage our brand and reputation and result in delays or difficulties in our ability to provide our platform. Our ability to produce and scale our annealing and ~~gate model~~ gate-model quantum computers is dependent also upon components we must source from the electronics and semiconductor industries. Shortages or supply interruptions in any of these components will adversely impact our financial performance.
수정Our business and growth are dependent on the success of our strategic relationships with third parties.
Our platform and products depend on the ability to access and integrate with third-party cloud providers. In particular, we have developed our platform and products to integrate with certain third-party cloud providers and the third-party applications of other parties. If we choose or are required to change cloud providers, we will incur costs to port our platform and products to a new service and may experience service interruptions during a change of cloud provider. Generally, third-party cloud providers and the data we receive from the third-party cloud providers are written and controlled by the application provider. Any changes or modifications to the third-party cloud providers or the data provided could negatively impact the functionality of, or require us to make changes to, our platform and products, which would need to occur quickly to avoid interruptions in service for our customers. See ~~“Our~~ “Risks Related to Our Business and Industry—Our products and services are dependent upon our relationship with third-party providers and any disruption of or interference with our use of such third-party providers would adversely affect our business, results of operations and financial condition” below.
수정Risks Related to Our Business and Industry
Risks Related to ~~D-Wave Quantum’s~~ Our Business and Industry
수정Our industry is competitive on a global scale, from both quantum and classical competitors, and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers, which would materially harm our reputation, business, results of operations and financial condition.
•companies based in countries such as China, Russia, Canada, the United States, ~~Australia and~~ Australia, the United ~~Kingdom,~~ Kingdom and Switzerland, and those in the European Union as of the date of this Form 10-K and we believe additional countries in the future;
수정The design and manufacturing of our quantum computers are dependent on a number of critical suppliers, and unknown supply chain issues that could delay the introduction of our products and services or cause a significant disruption in our supplier base could have a material adverse effect on our business, financial condition and results of operations.
•any ~~reductions~~ reductions, delays or interruption in supply, including due to technological problems, a supplier's decision to re-prioritize their business with us or failure to perform satisfactorily under their agreement with us, equipment malfunctions, regulatory ~~actions~~ actions, or disruptions on our global supply chain as a result of large scale public health restrictions or geopolitical factors, which we have experienced, and may in the future experience;
수정We do not have the history with our solutions or pricing models necessary to accurately predict optimal pricing necessary to attract new customers and retain existing customers.
We may need to change our pricing model from time to time. As the market for our platform matures, or as competitors introduce new solutions that compete with ours, we may be unable to attract new customers at the same prices or based on the same pricing models that we have used historically. Our assessments of competitive pricing may not be accurate and we could be underpricing or overpricing our platform and services. Further, in the past we concentrated on selling the hardware needed for customers to run dedicated systems. We have now transitioned from selling systems to selling cloud services and ~~have added~~ professional services as well. Our limited history of selling cloud and professional services means we do not have long-term market data on the optimal method of pricing our services and maximizing the opportunities they represent. If we do not implement a services-based business well, our financial results may suffer. In addition, if the offerings on our platform or our services change, we may need to revise our pricing strategies. Any such changes to our pricing strategies or our ability to efficiently price our offerings could adversely affect our business, results of operations and financial condition. In addition, as we continue to expand internationally, we also must determine the appropriate pricing strategy to enable us to compete effectively internationally. Pricing pressures and decisions could result in reduced sales, reduced margins, losses or the failure of our platform to achieve or maintain more widespread market acceptance, any of which could negatively impact our overall business, results of operations and financial condition. Moreover, larger organizations, which are a primary focus of our direct sales efforts, may demand substantial price concessions. As a result, we may be required to price below our targets in the future, which could adversely affect our revenue, gross margin, profitability, cash flows and financial condition.
수정The quantum computing industry is in its early stages and is volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our products and services, if it encounters negative publicity or if our solutions do not drive commercial engagement, the growth of our business will be harmed.
The quantum computing industry is in its early stages and is volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our products and services, if it encounters negative publicity or if our ~~solution does~~ solutions do not drive commercial engagement, the growth of our business will be harmed.
수정The quantum computing industry is in its early stages and is volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our products and services, if it encounters negative publicity or if our solutions do not drive commercial engagement, the growth of our business will be harmed.
~~We have~~ Initially, we focused our efforts on the optimization market with our annealing quantum computers, and in the near term expect our business to grow from this market. If optimization does not require quantum computing or if other classical or quantum solutions perform better than our products and services, we could see a decrease in customer uptake and revenue.
수정The quantum computing industry is in its early stages and is volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our products and services, if it encounters negative publicity or if our solutions do not drive commercial engagement, the growth of our business will be harmed.
In addition, our growth and future demand for our products is highly dependent upon the adoption by developers and customers of quantum computing, as well as on our ability to demonstrate the value of quantum computing to our customers. Delays in future generations of our quantum computers or technical failures at other quantum computing companies could limit market acceptance of our ~~solution.~~ solutions. Negative publicity concerning our ~~solution~~ solutions or the quantum computing industry as a whole could limit market acceptance of our ~~solution.~~ solutions. While we believe quantum computing will solve many large-scale problems, we do not yet have evidence that quantum computers will be able to do so and such problems may never be solvable by quantum computing technology. If our customers do not perceive the benefits of our ~~solution,~~ solutions, or if our ~~solution does~~ solutions do not drive customer engagement, then our market may not develop at all, or it may develop more slowly than we expect. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations. If progress towards “quantum advantage” (as described below) slows relative to expectations, it could adversely impact revenues and customer confidence to continue to pay for testing, access and “quantum readiness.” This would harm or even eliminate revenues in the period before quantum advantage.
수정If our products or services fail to deliver customer value to a broader range of customers than classical approaches, our business, financial condition and future prospects may be harmed.
If our products ~~and~~ or services fail to deliver customer value to a broader range of customers than classical approaches, our business, financial condition and future prospects may be harmed.
수정If our products or services fail to deliver customer value to a broader range of customers than classical approaches, our business, financial condition and future prospects may be harmed.
“Quantum advantage” refers to the moment when a quantum computer can compute faster than existing classical computers, while quantum supremacy is achieved once quantum computers are powerful enough to complete calculations that traditional supercomputers cannot perform at all. Broad quantum advantage is when quantum advantage is seen in many applications and developers prefer quantum computers to a traditional computer. No current quantum computers, including the D-Wave quantum hardware, have reached a broad quantum advantage, and they may never reach such advantage. Achieving a broad quantum advantage will be critical to the success of any quantum computing company, including us. However, achieving quantum advantage would not necessarily lead to commercial viability of the technology that accomplished such advantage, nor would it mean that such system could outperform classical computers in tasks other than the one used to determine a quantum advantage. Other companies, including some of our customers, are working on classical approaches that target similar use cases, increasing competition and risk of not capturing market share. As quantum computing technology continues to mature, broad quantum advantage may take decades to be realized, if ever. If we cannot develop quantum computers that have quantum advantage, customers may not continue to purchase our products and services. If customers decide to wait until broad quantum advantage is reached, this could impair the growth of our business. If other companies’ quantum computers reach a broad quantum advantage prior to the time ours ~~reaches~~ reach such capabilities, it could lead to a loss of customers. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations. This is also true for our quantum-hybrid solvers in that they must also continue to deliver value compared to classical approaches.
수정Real or perceived errors, failures or bugs in our products and services could materially and adversely affect our operating results, financial condition and growth prospects.
The hardware and software underlying our platform and products is highly technical and complex. Our hardware and software have previously contained, and may now or in the future contain, undetected errors, bugs or vulnerabilities. In addition, errors, failures and bugs may be contained in our software utilized in building and operating our products or may result from errors in the deployment or configuration of QCaaS software. Some errors in our products may only be discovered after a product has been deployed or may never be generally known. In some instances, despite internal testing, we may not be able to identify the cause or causes of these problems or risks within an acceptable period of time. Any errors, bugs or vulnerabilities discovered in our products after ~~it has been deployed,~~ deployment, or never generally discovered, could result in interruptions in platform availability, product malfunctioning or data breaches. Since our customers may use our services for processes that are critical to their businesses, errors and defects, security vulnerability, service interruptions or software bugs in our platform could result in losses to our customers and thereby result in damage to our reputation, adverse effects upon customers and users, loss of customers and relationships with third parties, significant expenditures of capital, a delay or loss in market acceptance, loss of revenue or liability for damages. In addition, provisions typically included in our agreements with our customers that attempt to limit our exposure to claims may not be enforceable or adequate and may not otherwise protect us from liabilities or damages with respect to any particular claim. Even if not successful, a claim brought against us by any of our customers would likely be time-consuming and costly to defend and could seriously damage our reputation and brand, making it harder for us to sell our solutions and retain our customers.
수정If we cannot successfully execute on our strategy, including changing customer needs and new technologies and other market requirements, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed.
In addition, our planned ~~quantum gate~~ superconducting gate-model system, which is a strategic milestone for our technical roadmap and commercialization, is not yet available for customers and may not become available on the timelines we expect or at all.
수정Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties.
As part of our business strategy, we have entered into and may enter into additional contracts with ~~state and/or~~ U.S. federal and state, and international, government entities, which subjects our business to the statutes and regulations applicable to companies doing business with ~~the government, including the Federal Acquisition Regulation.~~ each such government entity.
수정Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties.
~~These government~~ Government contracts customarily contain provisions that give the government substantial rights and remedies, many of which are not typically found in commercial ~~contracts and which are unfavorable to contractors.~~ contracts. For instance, most U.S. government agencies include provisions that allow the government to unilaterally terminate or modify contracts for convenience, and in that event, the counterparty to the contract may generally recover only its incurred or committed costs and settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default, the defaulting party may be liable for any extra costs incurred by the government in procuring undelivered items from another source.
수정Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties.
In addition, government contracts normally contain additional requirements that may increase our costs of doing business, reduce our profits, and expose us to liability for failure to comply with these terms and conditions. For example, the U.S. Department of Defense requires contractors to comply with the Cybersecurity Maturity Model Certification (CMMC), a framework implemented to ensure that all parties in the defense supply chain maintain adequate cybersecurity practices, and the U.S. federal government requires any cloud service provider handling federal data to meet stringent data security and protection requirements under the Federal Risk and Authorization Management Program (FedRAMP), and may also mandate the application of government pricing models and provisions, such as "most favored nation" status. Additional requirements could include, for example, specialized disclosure, accounting, financial, compliance and audit requirements; certain rights to inventions, data, software codes and related material developed under government-funded contracts and subcontracts, which may permit the government to disclose or license this information to third parties; public disclosures of certain contract and company information; and mandatory socioeconomic compliance requirements.
수정Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties.
Government contracts are also generally subject to greater scrutiny by the government than commercial contracts are by commercial customers. For example, in the United States, government agencies can initiate reviews, audits and investigations regarding our compliance with government contract requirements. In addition, if we fail to comply with government contracting laws, regulations and contract requirements, our contracts may be subject to termination, and we may be subject to financial and/or other liability under our contracts, the Federal Civil False Claims Act (including treble damages and other penalties), or criminal law. In particular, the False Claims Act's "whistleblower" provisions also allow private individuals, including present and former employees, to sue on behalf of the U.S. government. Any penalties, fines, suspension, or damages could adversely affect our ability to operate our business and our financial results. Responding to any investigation or action relating to government contracts could result in a significant diversion of management's attention and resources and significant defense costs and other professional fees. Similar procurement, budgetary, contract, and audit risks ~~that apply in the context of U.S. government contracting~~ may also apply to our doing business with ~~these~~ international government entities.
수정If we engage in additional acquisitions, divestitures, strategic investments or strategic partnerships and fail to achieve favorable results, our business, financial condition and operating results could be harmed.
On January 20, 2026, we completed the acquisition of Quantum Circuits, and are subject to risks associated with the Acquisition. See "Risks Related to Our Business and Industry—The failure to successfully integrate Quantum Circuits could adversely affect our operations" and "—The market price of our Common Shares could decline as a result of the Acquisition." We may in the future make additional acquisitions, divestitures or certain investments. Any such transactions that we enter into could be material to our financial condition and results of operations.
수정If we engage in additional acquisitions, divestitures, strategic investments or strategic partnerships and fail to achieve favorable results, our business, financial condition and operating results could be harmed.
We may not be able to identify acquisition or investment opportunities that meet our strategic objectives, or to the extent such opportunities are identified, we may not be able to negotiate terms with respect to the acquisition or investment that are acceptable to us. At this time, except for our acquisition of Quantum Circuits, we have made no commitments or agreements with respect to any such material transactions.
수정Unfavorable conditions in our industry or the global economy, including uncertain geopolitical conditions such as inflation, recessions and war, among others, could limit our ability to grow our business and negatively affect our results of operations.
Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers and potential customers. Negative conditions in the general economy in Canada, the U.S. and foreign jurisdictions, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, inflation, tightening of the credit markets, including as a result of bank failures and any resulting issues in the broader U.S. financial system, ~~any higher~~ changes in interest ~~rates,~~ rates and monetary policy, recessions, international trade relations, pandemics (such as the COVID-19 pandemic), political turmoil, uncertain geopolitical conditions, natural catastrophes, warfare, and terrorist attacks could negatively impact our business, financial condition, results of operation, and liquidity or cause a decrease in business investments, including the progress on development of quantum technologies, and negatively affect the growth of our business. Similarly, geopolitical tensions in and around Ukraine, ~~Israel~~ Israel, the Middle East, Venezuela and other areas of the world have created extreme volatility in the global capital markets and are expected to have further global economic consequences, including disruptions of the global supply chain and energy markets, and further acts of war, terror, or responses to each could result in similar or increased impacts on the global economy. In addition, in challenging economic times, our current or potential future customers may experience cash flow problems and as a result may modify, delay or cancel plans to purchase our products and services. Many of our customers invest in quantum computing products and services as part of their medium to longer-term strategies to optimize aspects of their business, and significant global disruptions ~~such as the COVID-19 pandemic~~ or geopolitical conflicts may result in potential customers focusing on short-term challenges, resulting in a reduction in their investments in quantum computing. Additionally, if our customers are not successful in generating sufficient revenue or are unable to secure financing, they may not be able to pay, or may delay payment of, accounts receivable due to us. Moreover, our key suppliers may reduce their output or become insolvent, thereby adversely impacting our ability to manufacture our products. Furthermore, uncertain economic conditions may make it more difficult for us to raise funds through borrowings or private or public sales of debt or equity securities. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry.
수정Rising inflation may result in increased costs of operations and negatively impact the credit and securities markets generally and rising interest rates may result in increased costs of capital for us, each of which could have a material adverse effect on our results of operations and the market price of the Common Shares.
Inflation ~~has accelerated~~ may accelerate in the U.S., Canada and globally due ~~in part~~ to global supply chain issues, the Ukraine-Russia war, the Israel-Hamas war, ~~a rise~~ other geopolitical tensions, increases in energy prices, ~~and~~ strong consumer ~~demand as economies continue to reopen from restrictions related to the COVID-19 pandemic.~~ demand, and other macroeconomic factors. An inflationary environment can increase our cost of labor, as well as our other operating costs, which may have a material adverse impact on our financial results. In addition, economic conditions could impact and reduce the number of customers who purchase our products or services as credit becomes more expensive or unavailable. ~~Further, increased~~ Increases in interest rates or changes in monetary policy in response to inflation could have a negative effect on the securities markets generally and increase the cost of capital to us, in particular, which may, in turn, have a material adverse effect on the market price of the Common Shares.
수정Changing laws and regulations related to privacy, information security, and data protection could adversely impact our results, operations, or brand.
We are subject to an increasingly complex, and sometimes conflicting, set of legal obligations related to privacy, data protection, information security in the United States, Europe, Canada, and other countries where we do business, and there will continue to be new proposed laws and regulations and changes to existing legal frameworks that could have a significant impact on our current and planned privacy, data protection and information security-related practices, our collection, use, sharing, retention and safeguarding of customer, consumer, employee, and other third-party information we receive, as well as some of our current or planned business activities. New and changing laws, regulations, and industry standards concerning privacy, data protection and information security may also impact the computing services and software industry platforms and data providers we utilize, and thereby indirectly impact our business.We are also subject to contractual obligations from our customers and other third parties related to privacy, data protection and information security, and disclosures and commitments made in our privacy policies. business. We are also subject to contractual obligations from our customers and other third parties related to privacy, data protection and information security, and disclosures and commitments made in our privacy policies.
수정Changing laws and regulations related to privacy, information security, and data protection could adversely impact our results, operations, or brand.
In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws. The California Consumer Privacy Act ("CCPA"), as amended by the California Privacy Rights Act, is the most stringent state privacy law. ~~The California Consumer Privacy Act ("CCPA"), the most stringent state privacy law,~~ It grants California residents data privacy rights that include, among other things, the right to request a copy from a covered company of the personal information collected about them, the right to request deletion of such personal information, the right to request to opt-out of certain sales of such personal information, the right to correct such personal information if it is inaccurate, the right to limit the use and disclosure of sensitive personal information collected about them, as well as a private right of action for certain data breaches. The European Union adopted the General Data Protection Regulation (the "GDPR") and the United Kingdom enacted the UK General Data Protection Regulation and the Data Protection Act 2018 (which implements the GDPR into UK law); ~~both~~ all of which impose significant compliance requirements, including extensive documentation requirements and granting certain rights to individuals to control how businesses collect, use, disclose, retain and leverage information about them or how they obtain consent from them. In Canada, the Personal Information Protection and Electronic Documents Act ("PIPEDA"), and various provincial laws require companies to give detailed privacy notices to consumers; obtain consent to use personal information, with limited exceptions; allow individuals to access and correct their personal information; and report certain data breaches.
수정We are subject to export and import controls and economic sanctions laws that could impair our ability to offer our products or make our platform available in some jurisdictions, or subject us to liability if we are not in compliance with applicable laws.
As a result of our international operations, we are subject to a number of United States, Canadian and foreign laws relating to economic sanctions and to export and import controls which presently limit and could further limit our ability to offer our products or platform in certain jurisdictions or to certain customers. In addition, the export of our ~~software~~ products and services in certain jurisdictions may require governmental authorizations. Various jurisdictions also regulate the import of certain technology, including imposing import permitting and licensing requirements, and have enacted laws that could limit our ability to offer our products or platform in those countries. Complying with export or import controls and economic sanctions may be time-consuming and result in the delay or loss of business opportunities.
수정We are subject to export and import controls and economic sanctions laws that could impair our ability to offer our products or make our platform available in some jurisdictions, or subject us to liability if we are not in compliance with applicable laws.
Any change in export or import controls, economic sanctions or related legislation, or change in the countries, governments, persons, or technologies targeted by such restrictions or legislation, could result in decreased use of our products or platform by customers or in our decreased ability to offer our products or platform internationally, which would harm our business, operating results and financial condition. Furthermore, failure to comply with export or import controls or with economic sanctions may expose us to government investigations and penalties, which could harm our business, operating results and financial condition.
수정Governmental decisions with respect to perceived national security risks associated with quantum computing technology could impede the selling of our products and services.
Political challenges between the United States and countries in which our suppliers are ~~located, including China,~~ located and changes to trade policies, including tariff rates and customs duties, ~~trade relations between the United States and China and other macroeconomic issues~~ could adversely impact our business. Specifically, ~~United States-China~~ trade relations remain uncertain and quantum computing has been designated as a technology with national security implications in many countries, including the United States and Canada. The United States administration has announced tariffs on certain products imported into the United States based on the country of origin, and in response to the actions of the United States, other countries have imposed tariffs on products from the U.S. For example, the U.S. administration has imposed tariffs and proposed additional tariffs against U.S. trading partners, including Canada, and there may be retaliatory tariffs against the U.S. as a result. These tariffs could adversely impact trade relations and result in higher costs. In addition, the supply chain of our technology could be impacted by these actions, as we have global suppliers for parts of our hardware. International trade conflict has contributed to (i) increased pressure on the supply chain and could further result in increased energy costs; (ii) inflation, which could result in increases in the cost of manufacturing products, reduced purchasing power, increased price pressure and reduce or cancelled orders; (iii) increased risk of cybersecurity attacks; and (iv) general market instability, all of which could adversely impact our business, operating results and financial condition.
수정Governmental decisions with respect to perceived national security risks associated with quantum computing technology could impede the selling of our products and services.
There is also a possibility of future tariffs, trade protection measures or other restrictions imposed on our products or on our customers by the United ~~States, China~~ States or other countries ~~that~~ could have a material adverse effect on our business. To the extent our technology is deemed a matter of national security, or our gate-model technology advances to a level identified under export control laws, our business could be subject to increased restrictions or regulations, our customer and supplier base may be restricted, our TAM may be reduced and our business, operating results and financial condition could be harmed.
수정Future investments in our Common Shares may be subject to U.S. foreign investment regulations.
Future investments in ~~D-Wave Quantum~~ our Common Shares may be subject to U.S. foreign investment regulations.
수정Future investments in our Common Shares may be subject to U.S. foreign investment regulations.
We have previously and in the future may enter into transactions that result in investments in our Common Shares by non-U.S. persons. Where CFIUS safe harbor has not been obtained, CFIUS may choose to review past transactions if it believes that it resulted in a covered control transaction presenting national security concern. Proposed transactions may also be reviewed, either at the request of the parties or upon CFIUS’ demand. CFIUS may grant a safe harbor, propose mitigation or block an investment or require divestiture if it presents national security concerns that cannot be mitigated.
수정Risks Related to Our Intellectual Property
Risks Related to ~~D-Wave Quantum’s~~ Our Intellectual Property
수정We may be unable to obtain, maintain and protect our intellectual property rights and proprietary information or prevent third parties from making unauthorized use of our technology, which could cause us to lose our competitive advantage.
We may be unable to obtain, maintain and protect our intellectual property rights and proprietary information or prevent third parties from making unauthorized use of our technology, which could cause it us to lose ~~its~~ our competitive advantage.
수정Some of our intellectual property has been conceived or developed pursuant to government-funding agreements which impose certain obligations on us. Compliance with such obligations may limit our ability to freely transfer our assets without incurring substantial additional repayment obligations.
~~In addition, we~~ We may also incur additional indebtedness in the future. The instruments governing such indebtedness could contain provisions that are as, or more, restrictive than those to which we are presently subject. Any such present or future restrictions may limit our ability to meet our business, financing or other goals which could have a material adverse effect on our business and results of operations.
수정Our management has limited experience operating a public company, and thus its success in such endeavors cannot be guaranteed.
Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage ~~D-Wave Quantum’s~~ our continuing transition to a public company that is subject to significant regulatory oversight and reporting obligations under U.S. securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the company. We have hired additional employees to support our operations as a public company, and may be required to further expand our employee base, increasing our operating costs.
수정If we are unable for any reason to meet the continued listing requirements of the NYSE, such action or inaction could result in a delisting of our securities.
On October 2, 2024, we were notified by the NYSE that we are not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of our Common Shares was less than $1.00 over a consecutive 30 trading-day period. The notice had no immediate impact on the listing of our Common Shares, which ~~will continue~~ continued to be listed and traded on the NYSE during the period allowed to regain compliance, subject to our compliance with other listing standards. On November 1, 2024, the NYSE notified us that we had regained compliance. This was the ~~first time in 2024 and the~~ third time ~~since the Company became a publicly traded company~~ that ~~the Company was~~ we were notified of ~~its~~ non-compliance with NYSE listing requirements due to the average closing price of ~~its~~ our Common Shares falling below the $1.00 threshold. While we ~~were able to bring the Company back in~~ regained compliance with the NYSE listing requirements within the six-month window for recompliance on all occasions, it is possible that this may occur again and we will not be able to bring the Company back in compliance within such window or at all.
수정If we are unable for any reason to meet the continued listing requirements of the NYSE, such action or inaction could result in a delisting of our securities.
If we cannot remain in compliance with the NYSE listing requirements, or cannot regain compliance after becoming non-compliant in the future, our Common Shares will be delisted from the NYSE. ~~Such a~~ The delisting of our Common Shares from the NYSE would likely make it more difficult for us to raise capital on favorable terms in the future, would likely have a negative effect on the price of our securities and would impair ~~your~~ our stockholders' ability to sell or purchase our securities when ~~you~~ they wish to do so. In the event of a delisting, actions taken by us to restore compliance with listing requirements may not allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent such securities from dropping below any minimum bid price requirement or prevent future non-compliance with the NYSE listing requirements.
수정If we fail to maintain an effective system of internal controls over financial reporting and disclosure controls and procedures, our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected.
~~There is a risk that~~ If we ~~will~~ fail to maintain an effective system of internal controls over financial reporting and disclosure controls and procedures, our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected.
수정If we fail to maintain an effective system of internal controls over financial reporting and disclosure controls and procedures, our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected.
As a public company, we operate in ~~an increasingly~~ a demanding regulatory environment, which requires us to comply with the Sarbanes-Oxley Act, the regulations of the NYSE, the rules and regulations of the SEC, expanded disclosure requirements, accelerated reporting requirements and ~~more~~ complex accounting rules. Responsibilities required by the Sarbanes-Oxley Act include establishing corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent financial fraud.
수정If we fail to maintain an effective system of internal controls over financial reporting and disclosure controls and procedures, our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected.
The process of building our accounting and financial functions and infrastructure as a public company has, and will continue to, require significant additional professional fees, internal costs and management efforts. We may need to further enhance and/or implement a new internal system to combine and streamline the management of our financial, accounting, human resources and other functions. However, the enhancement and/or implementation of a system have and may continue to result in substantial costs. Any disruptions or difficulties in implementing or using such a system could adversely affect our controls and harm our business. Moreover, such disruption or difficulties could result in unanticipated costs and diversion of management’s attention. In addition to ~~the~~ our previously reported and remediated material ~~weakness identified~~ weaknesses referred to below, we may discover additional weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements. Our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.
수정We identified material weaknesses in our internal controls over financial reporting in prior fiscal years. If we experience future material weaknesses or significant deficiencies in our internal controls over financial reporting, we may not be able to remedy such weaknesses or deficiencies in a timely manner and may fail to meet our financial reporting obligations.
In connection with the preparation and audit of D-Wave's financial statements as of and for the fiscal year ended December 31, 2023 and 2022, material weaknesses were identified in our internal control over financial reporting. ~~This~~ The material ~~weakness~~ weaknesses resulted in errors in the unaudited condensed consolidated financial statements for the quarterly and year to date periods ended September 30, 2023, June 30, 2023, and March 31, 2023 and the consolidated financial statements for the years ended December 2022, 2021, and 2020. These periods were restated on Forms 10-Q/A and 10-K/A, as applicable, filed with the SEC on March 15, 2024. Separately, the unaudited condensed consolidated financial statements for the nine months ended September 30, 2022 were previously restated on Form 10-Q/A filed with the SEC on April 17, 2023 (collectively, the "Restatements"). We have implemented measures designed to improve our internal control over financial reporting to remediate future material weaknesses including adding additional qualified accounting personnel with experience with complex GAAP and SEC rules, engaging consultants to assist with the financial statement close process, and segregating duties among accounting personnel to enable adequate review controls. The primary costs associated with such measures are corresponding recruiting and additional salary and consulting costs, which are difficult to estimate at this time but which may be significant. These additional resources and procedures are intended to enable us to broaden the scope and quality of our internal review of underlying information related to financial reporting and to formalize and enhance our internal control procedures.
수정We identified material weaknesses in our internal controls over financial reporting in prior fiscal years. If we experience future material weaknesses or significant deficiencies in our internal controls over financial reporting, we may not be able to remedy such weaknesses or deficiencies in a timely manner and may fail to meet our financial reporting obligations.
As of December 31, 2024, the material ~~weakness has~~ weaknesses referred to above had been remediated, however, a failure to implement and maintain effective internal control over financial reporting could result in errors in our consolidated financial statements that could result in a restatement of our financial statements, and could cause us to fail to meet our reporting obligations, any of which could diminish investor confidence in us and cause a decline in the market price of our ~~common stock.~~ Common Shares.
수정We incur increased costs as a result of our operation as a public company, and our management is required to devote substantial time and resources to employing new compliance initiatives in order to comply with the regulatory requirements applicable to public companies.
We ~~will~~ incur increased costs as a result of our operation as a public company, and our management ~~will be~~ is required to devote substantial time and resources to employing new compliance initiatives in order to comply with the regulatory requirements applicable to public companies.
수정We incur increased costs as a result of our operation as a public company, and our management is required to devote substantial time and resources to employing new compliance initiatives in order to comply with the regulatory requirements applicable to public companies.
~~Following the completion of the Transaction, we became~~ As a public ~~company and, as a result,~~ company, we ~~will~~ incur significant legal, accounting and other expenses that we did not incur as a private company. ~~As a public company, we~~ We are and will continue to be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and the NYSE. Our management and other personnel have devoted and will need to continue to devote a substantial amount of time to these compliance initiatives. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.
수정Our management has broad discretion in the use of our cash, cash equivalents and investments, and may invest or spend such amounts in ways with which you may not agree or in ways which may not yield a return.
~~D-Wave will have~~ Our management has broad discretion in the use of ~~its~~ our cash, cash equivalents and investments, and it may invest or spend such amounts in ways with which you may not agree or in ways which may not yield a return.
수정Our management has broad discretion in the use of our cash, cash equivalents and investments, and may invest or spend such amounts in ways with which you may not agree or in ways which may not yield a return.
~~D-Wave Quantum’s~~ Our management ~~will have~~ has considerable discretion in the application of ~~its~~ our cash, cash equivalents and investments, and ~~its~~ our stockholders ~~will~~ do not have the opportunity to approve how such funds are being used. If such funds are used for corporate purposes that do not result in an increase to the value of ~~its~~ our business, ~~D-Wave Quantum’s~~ our stock price could decline. Pending their use, ~~D-Wave Quantum~~ we may invest ~~its~~ our cash, cash equivalents and investments in a manner that does not produce income or that loses value.
수정We may be required to take write-downs or write-offs, or may be subject to restructuring, impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our Common Shares, which could cause you to lose some or all of your investment.
~~D-Wave~~ We may be required to take write-downs or write-offs, or ~~D-Wave~~ may be subject to restructuring, impairment or other charges that could have a significant negative effect on ~~D-Wave’s~~ our financial condition, results of operations and the price of ~~D-Wave’s securities,~~ our Common Shares, which could cause you to lose some or all of your investment.
수정We may be required to take write-downs or write-offs, or may be subject to restructuring, impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our Common Shares, which could cause you to lose some or all of your investment.
As a result of factors outside of our control that may arise at any time, we may be forced to write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if certain risks were identified in the past, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with prior ~~expectation.~~ expectations. Even though these charges may be non-cash items and therefore not have an immediate impact on ~~D-Wave’s~~ our liquidity, the fact that ~~D-Wave reports~~ we report charges of this nature could contribute to negative market perceptions about ~~D-Wave~~ us or ~~its~~ our securities. In addition, charges of this nature may cause ~~D-Wave~~ us to be unable to obtain future financing on favorable terms or at all.
수정We may be subject to securities litigation, which is expensive and could divert management attention.
~~D-Wave~~ We may be subject to securities litigation, which is expensive and could divert management attention.
수정We may be subject to securities litigation, which is expensive and could divert management attention.
The price of ~~the~~ our Common Shares has been and may continue to be volatile. For example, the reported sales prices of our Common Shares ranged from $3.74 to $46.75 per share in 2025. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. ~~D-Wave~~ We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on ~~D-Wave’s~~ our business, financial condition, and results of operations. Any adverse determination in litigation could also subject ~~D-Wave~~ us to significant liabilities.
수정If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research about our business, the market price and trading volume of our Common Shares could decline.
If securities or industry analysts do not publish research, or publish inaccurate or unfavorable ~~research,~~ research about ~~D-Wave Quantum’s~~ our business, the market price and trading volume of ~~D-Wave Quantum’s securities~~ our Common Shares could decline.
수정If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research about our business, the market price and trading volume of our Common Shares could decline.
The trading market for ~~D-Wave Quantum’s securities~~ our Common Shares will be influenced by the research and reports that industry or securities analysts may publish about ~~D-Wave Quantum, its~~ us, our business, market or competitors. Securities and industry analysts currently publishing research on ~~D-Wave Quantum~~ us may not continue to, and additional securities and industry analysts may never, publish research on ~~D-Wave Quantum.~~ us. If the number of securities or industry analysts is reduced or coverage is eliminated, ~~D-Wave Quantum’s share~~ the market price and trading volume of our Common Shares would likely be negatively impacted. If any of the analysts who currently or may in future cover ~~D-Wave Quantum~~ us change their recommendation regarding the Common Shares adversely, or provide more favorable relative recommendations about ~~D-Wave Quantum’s~~ our competitors, the market price of the Common Shares would likely decline. If any analyst who may cover ~~D-Wave Quantum~~ us were to cease coverage of ~~D-Wave Quantum~~ us or fail to regularly publish reports on ~~it, D-Wave Quantum~~ us, we could lose visibility in the financial markets, which in turn could cause ~~its~~ our share price or trading volume to decline.
수정The price of our Common Shares has been and may continue to be volatile or may decline regardless of our operating performance.
The market price of our Common Shares has fluctuated significantly and may continue to do so in response to numerous factors, many of which are beyond ~~its~~ our control, including:
수정The price of our Common Shares has been and may continue to be volatile or may decline regardless of our operating performance.
•changes in the financial guidance provided to the public or ~~D-Wave Quantum’s~~ our failure to meet this guidance;
수정The price of our Common Shares has been and may continue to be volatile or may decline regardless of our operating performance.
•failure of securities analysts to initiate or maintain coverage of ~~D-Wave Quantum,~~ us, changes in financial estimates by any securities analysts who follow ~~D-Wave Quantum,~~ us, or ~~its~~ our failure to meet the estimates or the expectations of investors;
수정The price of our Common Shares has been and may continue to be volatile or may decline regardless of our operating performance.
•the economy as a whole and market conditions in ~~its~~ our industry;
수정The price of our Common Shares has been and may continue to be volatile or may decline regardless of our operating performance.
•rumors and market speculation involving ~~D-Wave Quantum~~ us or other companies in its industry;
수정The price of our Common Shares has been and may continue to be volatile or may decline regardless of our operating performance.
•announcements by ~~D-Wave Quantum~~ us or ~~its~~ our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
수정The price of our Common Shares has been and may continue to be volatile or may decline regardless of our operating performance.
•new laws or regulations or new interpretations of existing laws or regulations applicable to ~~its~~ our business;
수정The price of our Common Shares has been and may continue to be volatile or may decline regardless of our operating performance.
•the expiration of any contractual lock-up or market standoff ~~agreements;~~ agreements that may be in effect at a given time; and
수정The price of our Common Shares has been and may continue to be volatile or may decline regardless of our operating performance.
•sales of additional Common Shares by ~~D-Wave Quantum~~ us or ~~its~~ our stockholders.
수정The price of our Common Shares has been and may continue to be volatile or may decline regardless of our operating performance.
In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. For example, the reported sale prices of our Common Shares ranged from $3.74 to $46.75 per share in 2025. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If ~~D-Wave Quantum~~ we were to become involved in securities litigation, it we could be subjected to substantial costs, ~~divert~~ resources and the attention of our management could be diverted from ~~its~~ our business, and ~~harm its business.~~ our business could be harmed.
수정Our Charter contains anti-takeover provisions that could adversely affect the rights of our stockholders.
~~The D-Wave Quantum~~ Our Charter contains anti-takeover provisions that could adversely affect the rights of ~~its~~ our stockholders.
수정Our Charter contains anti-takeover provisions that could adversely affect the rights of our stockholders.
~~The D-Wave Quantum~~ Our Charter contains provisions to limit the ability of others to acquire control of ~~D-Wave Quantum~~ us or cause it us to engage in change-of-control transactions, including, among other things:
수정Our Charter contains anti-takeover provisions that could adversely affect the rights of our stockholders.
•provisions that authorize ~~its~~ our board of directors, without action by ~~its~~ our stockholders, to issue additional Common Shares and preferred stock with preferential rights determined by ~~its~~ our board of directors;
수정Our Charter contains anti-takeover provisions that could adversely affect the rights of our stockholders.
•provisions requiring a two-thirds ~~super majority~~ supermajority vote to remove a director; and
수정Our Charter contains anti-takeover provisions that could adversely affect the rights of our stockholders.
•provisions requiring certain amendments to our governing documents to be made by a two-thirds ~~super majority~~ supermajority vote.
수정Our Charter contains anti-takeover provisions that could adversely affect the rights of our stockholders.
These provisions could have the effect of depriving holders of our Common Shares of an opportunity to sell their Common Shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of ~~D-Wave Quantum~~ us in a tender offer or similar transaction.
수정Our Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
~~The D-Wave Quantum~~ Our Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters, which could limit ~~D-Wave Quantum’s~~ our stockholders’ ability to obtain a favorable judicial forum for disputes with ~~D-Wave Quantum~~ us or ~~D-Wave Quantum’s~~ our directors, officers, employees or stockholders.
수정Our Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
~~The D-Wave Quantum~~ Our Charter requires, to the fullest extent permitted by law, that, unless ~~D-Wave Quantum consents~~ we consent in writing to the selection of an alternative forum, (a) any derivative action or proceeding brought on behalf of ~~D-Wave Quantum;~~ us; (b) any claim or cause of action for breach of a fiduciary duty owed by any current or former director, officer, employee, agent or stockholder of ~~D-Wave Quantum~~ ours to ~~D-Wave Quantum~~ us or ~~D-Wave Quantum’s~~ our stockholders; (c) any claim or cause of action against ~~D-Wave Quantum~~ us or any current or former director, officer or other employee of ~~D-Wave Quantum,~~ ours, arising out of or pursuant to any provision of the DGCL, ~~the D-Wave Quantum~~ our Charter or ~~the amended and restated bylaws of D-Wave Quantum (the “D-Wave Quantum Bylaws”)~~ Bylaws (as each may be amended from time to time); (d) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of ~~the D-Wave Quantum~~ our Charter or ~~the D-Wave Quantum~~ our Bylaws (as each may be amended from time to time, including any right, obligation or remedy thereunder); (e) any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and (f) any claim or cause of action against ~~D-Wave Quantum~~ us or any current or former director, officer or other employee of the corporation, governed by the internal-affairs doctrine or otherwise related to the corporation’s internal affairs, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable parties named as defendants. Subject to the preceding sentence, the federal district courts of the United States of America are to be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, such forum selection provisions do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction or for which there is concurrent federal and state jurisdiction.
수정Our Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with ~~D-Wave Quantum~~ us or ~~its~~ our directors, officers, or other employees, which may discourage such lawsuits against ~~D-Wave Quantum~~ us and ~~its~~ our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in ~~the D-Wave Quantum~~ our Charter to be inapplicable or unenforceable in an action, ~~D-Wave Quantum~~ we may incur additional costs associated with resolving such action in other jurisdictions, which could harm ~~D-Wave Quantum’s~~ our business, results of operations, and financial condition.
수정Because we have no current plans to pay cash dividends on our Common Shares for the foreseeable future, you may not receive any return on investment unless you sell your Common Shares for a price greater than that which you paid for them.
Because ~~D-Wave Quantum has~~ we have no current plans to pay cash dividends on our Common Shares for the foreseeable future, you may not receive any return on investment unless you sell your Common Shares for a price greater than that which you paid for ~~it.~~ them.
수정Because we have no current plans to pay cash dividends on our Common Shares for the foreseeable future, you may not receive any return on investment unless you sell your Common Shares for a price greater than that which you paid for them.
~~D-Wave Quantum has~~ We have not paid any dividends to ~~its~~ our stockholders and ~~has~~ have no intention to pay dividends on our Common Shares for the foreseeable future. ~~D-Wave Quantum’s~~ Our board of directors will consider whether or not to institute a dividend policy. The determination to pay dividends will depend on many factors, including, among others, ~~D-Wave Quantum’s~~ our financial condition, current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that ~~D-Wave Quantum’s~~ our board of directors may deem relevant. In addition, ~~D-Wave Quantum’s~~ our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness it that we or ~~its~~ our subsidiaries incur. As a result, you may not receive any return on an investment in our Common Shares unless you sell your Common Shares for a price greater than that which you paid for ~~it.~~ them. See Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities."
수정If we do not meet the expectations of investors or securities analysts, the market price of our Common Shares may decline.
If we do not meet the expectations of investors or securities analysts, the market price of our ~~securities~~ Common Shares may decline.
수정If we do not meet the expectations of investors or securities analysts, the market price of our Common Shares may decline.
If we do not meet the expectations of investors or securities analysts, the market price of our ~~securities~~ Common Shares may decline. In addition, fluctuations in the price of our ~~securities~~ Common Shares could contribute to the loss of all or part of your investment. The trading price of our ~~securities~~ Common Shares could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our ~~securities~~ Common Shares and our ~~securities~~ Common Shares may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our ~~securities~~ Common Shares may not recover and may experience a further decline.
수정If we do not meet the expectations of investors or securities analysts, the market price of our Common Shares may decline.
Factors affecting the trading price of our ~~securities~~ Common Shares may include:
수정If we do not meet the expectations of investors or securities analysts, the market price of our Common Shares may decline.
•actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to ~~it;~~ us;
수정If we do not meet the expectations of investors or securities analysts, the market price of our Common Shares may decline.
•changes in financial estimates and recommendations by securities analysts concerning ~~D-Wave Quantum~~ us or the industries in which ~~D-Wave Quantum operates;~~ we operate;
수정If we do not meet the expectations of investors or securities analysts, the market price of our Common Shares may decline.
•operating and share price performance of other companies that investors deem comparable to ~~D-Wave Quantum;~~ us;
수정If we do not meet the expectations of investors or securities analysts, the market price of our Common Shares may decline.
~~•D-Wave Quantum’s~~ •our ability to market new and enhanced products and technologies on a timely basis;
수정If we do not meet the expectations of investors or securities analysts, the market price of our Common Shares may decline.
•commencement of, or involvement in, litigation involving ~~D-Wave Quantum;~~ us;
수정If we do not meet the expectations of investors or securities analysts, the market price of our Common Shares may decline.
•changes in ~~D-Wave Quantum’s~~ our capital structure, such as future issuances of securities or the incurrence of additional debt;
수정If we do not meet the expectations of investors or securities analysts, the market price of our Common Shares may decline.
•general economic and political conditions such as recessions, changes in interest ~~rates,~~ rates and monetary policy, international currency fluctuations and acts of war or terrorism. See “—Risks Related to ~~D-Wave Quantum’s~~ Our Business and ~~Industry”~~ Industry.”
수정If we do not meet the expectations of investors or securities analysts, the market price of our Common Shares may decline.
Broad market and industry factors may materially harm the market price of our ~~securities~~ Common Shares irrespective of our operating performance. The stock market in general, and the NYSE in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our ~~securities,~~ Common Shares, may not be predictable. A loss of investor confidence in the market for ~~retail~~ quantum computing company stocks or the stocks of other companies which investors perceive to be similar to ~~D-Wave Quantum~~ ours could depress ~~D-Wave Quantum’s~~ our share price regardless of ~~D-Wave Quantum’s~~ our business, prospects, financial ~~conditions~~ condition or results of operations. A decline in the market price of our ~~securities~~ Common Shares also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.
수정We no longer qualify as an “emerging growth company” or a “smaller reporting company” and, as a result, we will no longer be able to avail ourselves of certain reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies.
~~D-Wave Quantum qualifies as~~ From October 2022 until the end of 2025, we were an “emerging growth ~~company”~~ company,” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we were eligible for and took advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including:
수정We no longer qualify as an “emerging growth company” or a “smaller reporting company” and, as a result, we will no longer be able to avail ourselves of certain reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies.
We ceased to qualify as an emerging growth company as of December 31, 2025, because the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective Securities Act registration statement applicable to us occurred in October 2025. Although we will continue to be deemed a "non-accelerated filer" for filings due in 2026, and therefore exempt from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, we are no longer able to take advantage of various exemptions from reporting requirements that are available to emerging growth companies. ~~At such time,~~ When we are no longer eligible for an exemption from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.
문장 삭제We are in our growth stage which makes it difficult to forecast our future results of operations and our funding requirements.
We have commercialized annealing quantum computers, but we have not yet commercialized a gate-model quantum computer.
문장 삭제Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties.
These requirements could include, for example:
삭제Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties.
•specialized disclosure and accounting requirements unique to government contracts;
삭제Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties.
•financial and compliance audits of our cost structure, accounting controls and procedures and adequacy of our policies and systems to meet Federal Acquisition Regulation requirements. These audits may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government;
삭제Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties.
•granting the U.S. government certain rights to inventions, data, software codes and related material that we develop under government-funded contracts and subcontracts, which may permit the U.S. government to disclose or license this information to third parties, including, in some instances, our competitors;
삭제Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties.
•requirements to fulfill government contracts assigned ratings under the Defense Priorities and Allocations System Program ahead of our commercial contracts, which could prevent us from meeting our commercial customer contracts' requirements or schedules;
삭제Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties.
•public disclosures of certain contract and company information;
삭제Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties.
•mandatory security and privacy framework compliance requirements, including the handling of controlled unclassified information; and
삭제Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties.
•mandatory socioeconomic compliance requirements, including labor requirements, non discrimination and affirmative action programs and environmental compliance requirements.
문장 삭제Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties.
Our customers also include non-U.S. governments.
문장 삭제If we engage in acquisitions, divestitures, strategic investments or strategic partnerships and fail to achieve favorable results, our business, financial condition and operating results could be harmed.
We may in the future make acquisitions, divestitures or certain investments.
문장 삭제Rising inflation may result in increased costs of operations and negatively impact the credit and securities markets generally and rising interest rates may result in increased costs of capital for us, each of which could have a material adverse effect on our results of operations and the market price of the Common Shares.
Although interest rates have increased and are expected to increase further, inflation may continue.
문장 삭제Changing laws and regulations related to privacy, information security, and data protection could adversely impact our results, operations, or brand.
In the United States, eighteen (18) states have enacted comprehensive consumer privacy laws, with another state law going into effect in 2026, and eleven (11) states with privacy laws under consideration.
문장 삭제Governmental decisions with respect to perceived national security risks associated with quantum computing technology could impede the selling of our products and services.
The United States administration has announced tariffs on certain products imported into the United States with China as the country of origin, and China has imposed tariffs in response to the actions of the United States. In addition, the new administration in the U.S. has indicated that it will impose tariffs against U.S. trading partners, including Canada, and there may be retaliatory tariffs against the U.S. as a result.
문장 삭제Future investments in D-Wave Quantum Common Shares may be subject to U.S. foreign investment regulations.
The Transaction has resulted in investments in our U.S. subsidiary by non-U.S. persons.
문장 삭제Our management has limited experience operating a public company, and thus its success in such endeavors cannot be guaranteed.
It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.
문장 삭제If we are unable for any reason to meet the continued listing requirements of the NYSE, such action or inaction could result in a delisting of our securities.
On October 4, 2024, we notified the NYSE that we intend to cure the stock price deficiency and to return to compliance with the NYSE continued listing standard. On November 1, 2024, the NYSE notified us that we had regained compliance based on a calculation of the Company’s average closing share price for the 30 trading days ended October 31, 2024, which reflected an average closing share price above the NYSE’s $1.00 minimum requirement.
문장 삭제If we are unable for any reason to meet the continued listing requirements of the NYSE, such action or inaction could result in a delisting of our securities.
The delisting of our Common Shares from the NYSE will likely make it more difficult for us to raise capital on favorable terms in the future.
문장 삭제There is a risk that we will fail to maintain an effective system of internal controls and our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected. We may identify more material weaknesses, in addition to the material weakness identified below, in our internal controls over financing reporting which we may not be able to remedy in a timely manner.
We may identify more material weaknesses, in addition to the material weakness identified below, in our internal controls over financing reporting which we may not be able to remedy in a timely manner.
문장 삭제There is a risk that we will fail to maintain an effective system of internal controls and our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected. We may identify more material weaknesses, in addition to the material weakness identified below, in our internal controls over financing reporting which we may not be able to remedy in a timely manner.
Prior to the Transaction, we had never been required to test our internal controls within a specified period and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner.
삭제된 항목
If we experience additional material weaknesses or deficiencies in the future or otherwise fail to maintain an effective system of internal controls, then our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected. We may identify additional material weaknesses in our internal controls over financing reporting which we may not be able to remedy in a timely manner.
문장 삭제If we experience additional material weaknesses or deficiencies in the future or otherwise fail to maintain an effective system of internal controls, then our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected. We may identify additional material weaknesses in our internal controls over financing reporting which we may not be able to remedy in a timely manner.
Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company,” as defined in the JOBS Act.
문장 삭제D-Wave may be required to take write-downs or write-offs, or D-Wave may be subject to restructuring, impairment or other charges that could have a significant negative effect on D-Wave’s financial condition, results of operations and the price of D-Wave’s securities, which could cause you to lose some or all of your investment.
Factors outside of D-Wave’s control may, at any time, arise. As a result of these factors, D-Wave may be forced to write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in D-Wave reporting losses, as other companies that have recently consummated business combinations with special purpose acquisition companies have been required to do.
문장 삭제D-Wave may be subject to securities litigation, which is expensive and could divert management attention.
For example, the price per Common Share peaked at a high price of $13.23 on August 10, 2022, shortly following the completion of the Transaction, and has since declined significantly.
문장 삭제The price of our Common Shares has been and may continue to be volatile or may decline regardless of our operating performance.
For example, the price per Common Share peaked at a high price of $13.23 on August 10, 2022, shortly following the completion of the Transaction, and has since declined significantly.
삭제된 항목
The Warrants may have an adverse effect on the market price of the Common Shares.
삭제The Warrants may have an adverse effect on the market price of the Common Shares.
As of December 31, 2024, there were 17,916,462 Warrants outstanding, with each Warrant exercisable for 1.4541326 Common Shares, subject to adjustment, at $11.50 per Warrant or approximately $7.91 per Common Share. Such Warrants, if exercised, would increase the number of issued and outstanding Common Shares and be dilutive to the Common Shares then outstanding.
문장 삭제Changes in tax laws or regulations that are applied adversely to us may materially adversely affect our business, prospects, financial condition and operating results.
For example, the United States government has recently enacted the Inflation Reduction Act of 2022 which, among other things, significantly changes the taxation of business entities including by imposing an alternative minimum tax on certain corporations, and may, from time to time, enact other changes to the taxation of business entities, the likelihood of which is unclear. We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business.
삭제된 항목
D-Wave Quantum qualifies as an “emerging growth company” within the meaning of the Securities Act, and if D-Wave Quantum takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make D-Wave Quantum’s securities less attractive to investors and may make it more difficult to compare D-Wave Quantum’s performance to the performance of other public companies.
문장 삭제D-Wave Quantum qualifies as an “emerging growth company” within the meaning of the Securities Act, and if D-Wave Quantum takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make D-Wave Quantum’s securities less attractive to investors and may make it more difficult to compare D-Wave Quantum’s performance to the performance of other public companies.
As such, D-Wave Quantum is eligible for, and intends to take advantage of, certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. D-Wave Quantum will remain an emerging growth company until the earliest of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement, (b) in which D-Wave Quantum has total annual gross revenue of at least $1.235 billion, or (c) in which D-Wave Quantum is deemed to be a large accelerated filer, which means the market value of Common Shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which D-Wave Quantum has issued more than $1.0 billion in non-convertible debt during the prior three-year period.
삭제D-Wave Quantum qualifies as an “emerging growth company” within the meaning of the Securities Act, and if D-Wave Quantum takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make D-Wave Quantum’s securities less attractive to investors and may make it more difficult to compare D-Wave Quantum’s performance to the performance of other public companies.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as D-Wave Quantum is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, D-Wave Quantum may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find our securities less attractive because we will rely on these exemptions, which may result in a less active trading market for the Common Shares and the price of the Common Shares may be more volatile.
사소
If we do not adequately fund our research and development efforts or use research and development teams effectively or build a sufficient number of ~~annealing~~ quantum computer production systems, we may not be able to achieve our technological goals, build sufficient systems, meet customer and market demand, or compete effectively and our business and operating results may be harmed.
사소Our technical roadmap and plans for commercialization involve technology that is not yet available for customers and may never become available or meet desired technical specifications.
Building quantum computers requires advances in both science and engineering, and we may not have the ability to deliver those advances. The markets in which we operate are still rapidly evolving and highly competitive and the impact of rapidly changing science and engineering technologies could have an impact on the delivery of our technical roadmap which means that future generations of products both in quantum annealing and in ~~gate model~~ gate-model may be delayed or may never be delivered. We could also face the same challenges in our ability to scale our hybrid solvers to effectively meet commercial requirements. If this happens, our technical roadmap may be delayed or may never be achieved, either of which would have a material impact on our business, financial condition or results of operations.
사소If we cannot successfully execute on our strategy, including changing customer needs and new technologies and other market requirements, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed.
A key application of our quantum annealing technology is for optimization problems which, while a very broad market, requires continued research and development in order for our products and services to fully address the optimization market, and if that research and development is not successful this may limit its adoption to a narrow range of customers. If we cannot successfully attract a broader range of customers to our quantum annealing technology, our business will be negatively impacted and could fail.
사소Any cybersecurity-related attack, significant data breach or disruption of the information technology systems, infrastructure, network, third-party processors or platforms on which we rely could damage our reputation and adversely affect our business and financial results.
Our operations rely on information technology systems for the use, storage and transmission of sensitive and confidential information with respect to our customers, our customers’ customers, our employees and other third parties. Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers of products and services have been and are expected to continue to be targeted. Sophisticated hackers and cybercriminals, including nation-state and nation-state supported actors, employ advanced techniques, including social engineering (phishing), automated attacks (such as denial-of-service attacks), malicious code (such as viruses and worms), ransomware, and employee theft or misuse, which may evade detection for extended periods. In addition to our own security measures, due to our use of third-party cloud infrastructure, we depend in part on third-party security measures to protect against cybersecurity-related attacks. Despite efforts to create security barriers to such threats, it is not feasible, as a practical matter, for us to entirely mitigate these risks, as the techniques used to obtain unauthorized access to or compromise of our systems change frequently. A breach of our networks, or those of our service providers or vendors, could result in unauthorized access to, use of, loss of, or unauthorized disclosure of, sensitive and confidential information, including personal information of customers or employees, and disruption of business operations. Such incidents could materially adversely affect our business through impaired customer relationships, loss of sales and customers, potential fines and lawsuits, significant legal and remediation costs, and damage to our brand.
사소Government actions and regulations, such as tariffs and trade protection measures, may limit our ability to provide products and services to our customers and obtain products from our suppliers, which could have a material adverse impact on our business operations, financial results and growth plans.
We may be unsuccessful in navigating such risks, which could have a material adverse impact on our business operations, financial results and growth plans. In addition, the implementation of more restrictive trade policies, including the ~~recent~~ imposition of ~~further~~ tariffs in the U.S. and retaliatory tariffs in response thereto, or the renegotiation of existing international trade agreements could have a material adverse effect on our business operations, financial results and growth plans.
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If we engage in additional acquisitions, divestitures, strategic investments or strategic partnerships and fail to achieve favorable results, our business, financial condition and operating results could be harmed.
사소Our Charter contains anti-takeover provisions that could adversely affect the rights of our stockholders.
•provisions that permit only a majority of ~~its~~ our board of directors, the chairperson of the board of directors or the chief executive officer to call stockholder meetings and therefore do not permit stockholders to call special meetings of the stockholders;