D-Wave Quantum Inc. 8-K

What Happened

• D-Wave Quantum Inc. (QBTS) announced on January 20, 2026 that it completed its previously announced transaction to acquire all issued and outstanding equity of Quantum Circuits, Inc. The Merger Agreement was dated January 6, 2026. At closing the aggregate consideration consisted of $250,000,000 in cash (subject to a net debt adjustment) and 10,430,444 shares of D‑Wave common stock. The company furnished a press release as Exhibit 99.1 and filed a Registration Rights Agreement dated January 20, 2026 as Exhibit 10.1.

Key Details

• Closing date: January 20, 2026; Merger Agreement dated January 6, 2026.
• Consideration: $250,000,000 cash (subject to net debt adjustments) plus 10,430,444 shares of common stock.
• Post-closing: Quantum Circuits securityholders received registration rights (Registration Rights Agreement filed as Exhibit 10.1).
• Risks highlighted: integration challenges, potential short-term costs, possible adverse effects on operations or share price, and standard forward-looking statement disclaimers.

Why It Matters

• The deal expands D‑Wave’s capabilities by adding Quantum Circuits (supporting the company’s stated dual-platform strategy combining annealing and gate-model approaches).
• Financial impact: the cash payment reduces corporate liquidity and issuance of 10.43M shares increases share count (potential dilution). Securityholders’ registration rights may enable future resales of the issued shares.
• Operational risk: the company warns that integrating systems and teams could be costly or disruptive and that failure to realize expected benefits could hurt financial results and share price. Investors should consider these concrete transaction terms and the stated integration risks when evaluating D‑Wave’s outlook.