D-Wave Signs $100 Million Commerce CHIPS Award With Equity Stake

D-Wave Quantum Inc. (QBTS ) announced on September 8, 2026 that it has executed a definitive agreement with the U.S. Department of Commerce giving the company access to up to $100 million in U.S. CHIPS and Science Act funding for quantum computing research and development. The company’s announcement follows a Letter of Intent the two parties disclosed in May, and the department will receive a minority, non-controlling equity stake in D-Wave as a condition of receiving the funds.

The underlying contract is an Other Transaction Agreement dated September 4, 2026, which D-Wave filed with the U.S. Securities and Exchange Commission as an exhibit to a Form 8-K on September 8, 2026. Under the agreement, the Department of Commerce agreed to provide an award of up to $100 million to fund advanced microelectronics research and development related to prototyping of advanced semiconductor technology for quantum technology and scalable high-performance quantum components, including work to accelerate and scale annealing and gate-model superconducting quantum computers.

Milestone-Based Funding Tranches

The award will be disbursed in tranches tied to specified milestones, according to the 8-K. An initial tranche of $53,552,620 becomes available shortly following the award date. Subsequent tranches comprise $9,075,000 upon achievement of the first funding milestone, $16,695,000 upon the second, $20,390,000 upon the third, and $287,380 in connection with the expected completion of all milestones. The milestones relate generally to the installation of tools and equipment, fabrication of quantum processing unit prototypes, process integration, and the calibration and benchmarking of scaled quantum processing units.

The executed agreement states that payments will flow through the Automated Standard Application for Payments system of the U.S. Treasury’s Bureau of the Fiscal Service, that withdrawn funds must be spent on eligible project costs within 30 days of withdrawal, and that the department determines whether each milestone has been achieved to its satisfaction. The period of performance runs from the award date until the earlier of the completion of all milestones or the fifth anniversary of the award date, subject to extension and earlier termination. The department may terminate the agreement for convenience on 60 days’ written notice, and it may demand recovery of payments if D-Wave fails to complete required project activities by their required dates.

The agreement also gives the U.S. government a license to use intellectual property funded by the award for government purposes, along with march-in rights and provisions requiring domestic control and production of federally funded inventions. Award funds may not be used to purchase equipment manufactured or assembled by a foreign entity of concern, and the agreement incorporates intellectual property, security, and domestic control and production requirements.

Planned Quantum Systems and the Path to the Award

D-Wave said the funding is expected to accelerate R&D for the development and scaling of its annealing and gate-model quantum systems. The company stated the award will support development of a 100,000-qubit annealing system targeting greater performance across optimization, materials simulation, blockchain and artificial intelligence, and a 10,000-qubit gate-model system designed to enable 100 logical qubits capable of performing more than one million operations, addressing applications such as quantum chemistry and quantum AI.

The agreement traces to a Broad Agency Announcement that the National Institute of Standards and Technology, a bureau within the department, issued on September 24, 2025 on behalf of the CHIPS Research and Development Office, the executed OTA states. D-Wave Government Inc., a subsidiary of the company, submitted an application on April 8, 2026, and the department entered into the Letter of Intent with D-Wave on May 20, 2026. In its May 21, 2026 announcement of that LOI, D-Wave said the proposed funding would accelerate development and scaling of its annealing and gate-model systems at its forthcoming research and development facility in Boca Raton, Florida and its R&D centers in New Haven, Connecticut and Burnaby, British Columbia. The CHIPS Research and Development Office is investing $11 billion in a domestic semiconductor R&D ecosystem, according to NIST.

Seven Million Shares for the Government

In connection with the OTA, D-Wave will enter into a Securities Issuance Agreement under which it will issue the Department of Commerce 7,095,721 shares of common stock at an issuance price of $14.093 per share, the 8-K states. The price is based on the lowest reported closing price of D-Wave’s common stock on each of three dates — the date the department first transmitted a draft of the Letter of Intent, the date the LOI was executed, and the award date — discounted by 15 percent in each case. The shares will not be registered under the Securities Act of 1933 when issued, and the company said it will file an 8-K amendment reporting the issuance after the agreement is executed, followed by a prospectus supplement registering the resale of the shares.

The SIA restricts the department’s ability to transfer shares absent the company’s written consent: transferable shares scale with the proportion of award funds D-Wave has actually withdrawn, transfers are barred during the period surrounding a convenience termination, and the department may not sell in a privately negotiated transaction to a competitor or prospective competitor of the company. If the department terminates the OTA for convenience, D-Wave will hold a right, exercisable between 120 and 150 days after the end of the award period, to repurchase for an aggregate price of $1.00 a proportion of the shares corresponding to award funds it did not receive or returned. While the shares are held by a U.S. governmental entity, they carry no voting rights except on matters that would adversely affect the rights of the class or on a merger, consolidation, or similar business combination.

“We’re grateful to the U.S. government for this award to D-Wave and for the leadership it is demonstrating in advancing quantum innovation,” said Dr. Alan Baratz, CEO of D-Wave. “This award will help fulfill that mission by expanding domestic quantum capabilities, strengthening the underlying supply chain and bringing increasingly powerful quantum systems to market.”

The 8-K supplements D-Wave’s risk-factor disclosures, stating that the timing and amount of funding remain uncertain, that the share issuance at a discount to the current market price is expected to be dilutive to existing stockholders, and that the financial, tax and accounting treatment of the transactions has not been completed.