Holders register 10,430,444 D-Wave Quantum (NYSE: QBTS) shares

Rhea-AI Filing Summary

D-Wave Quantum Inc. filed a prospectus supplement with the SEC covering the resale by certain selling stockholders of an aggregate of 10,430,444 shares of its common stock. This means existing holders are being registered to sell these shares publicly under an effective shelf registration on Form S-3ASR.

The company also filed a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP as an exhibit, confirming the validity of the shares covered by the prospectus supplement and incorporating that opinion into the existing registration statement.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 20, 2026

D-Wave Quantum Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware			001-41468			88-1068854
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

2650 East Bayshore Road

Palo Alto, California

94303

(Address of principal executive offices)

(650) 285-2881

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

QBTS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company			o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			o

Item 8.01 Other Events.

On January 20, 2026, D-Wave Quantum Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the prospectus included in the Company’s registration statement on Form S-3ASR filed with the SEC on January 20, 2026 (File No. 333-292825) (the “Registration Statement”), covering the resale by certain selling stockholders of an aggregate of 10,430,444 shares of Company common stock, par value $0.0001 per share. A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the shares covered by the prospectus supplement is filed herewith as Exhibit 5.1, and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
5.1						Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP
23.1						Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 20, 2026			D-Wave Quantum Inc.
			By:			/s/ Alan Baratz
			Name:			Alan Baratz
			Title:			President & Chief Executive Officer

FAQ

What did D-Wave Quantum Inc. (QBTS) disclose in this 8-K filing?

D-Wave Quantum Inc. reported that it filed a prospectus supplement to its existing Form S-3ASR shelf registration, covering the resale of common stock by certain selling stockholders.

How many D-Wave Quantum (QBTS) shares are covered for resale?

The prospectus supplement covers the resale by certain selling stockholders of an aggregate of 10,430,444 shares of D-Wave Quantum Inc. common stock.

Who is selling the 10,430,444 D-Wave Quantum shares?

The shares are being registered for resale by certain selling stockholders of D-Wave Quantum Inc., rather than being newly issued by the company.

What legal documents are included with this D-Wave Quantum resale registration?

The filing includes as Exhibit 5.1 a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP, along with a related consent, addressing the shares covered by the prospectus supplement.

What is the underlying registration statement for D-Wave Quantum's resale prospectus?

The prospectus supplement relates to D-Wave Quantum Inc.’s registration statement on Form S-3ASR, File No. 333-292825, filed with the SEC on January 20, 2026.