Form 8-K

8-K — D-Wave Quantum Inc.

Accession: 0001907982-26-000169

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001907982

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — qbts-20261028.htm (Primary)

EX-99.1 (lgcnsandd-waveannouncestra.htm)

EX-99.2 (d-wavecustomershionogiwins.htm)

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8-K

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Filename: qbts-20261028.htm · Sequence: 1

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0001907982FALSE00019079822026-10-282026-10-28

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): October 28, 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 The Nasdaq Stock Market LLC

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

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.

Item 7.01 Regulation FD Disclosure.

On October 28, 2026, D-Wave Quantum Inc. (“D-Wave” or the “Company”) and LG CNS Co., Ltd. (“LG CNS”), a leading AI transformation company in South Korea, announced that the companies have signed a non-binding memorandum of understanding (“MOU”) to advance the adoption of quantum computing for enterprise optimization in South Korea and international markets. The collaboration will focus on applying D-Wave’s annealing quantum computing technology to complex optimization challenges, with the goal of moving applications from proof of concept into production.

D-Wave CEO Dr. Alan Baratz and LG CNS President and CEO Hyun Shin-Gyoon announced the MOU onstage at D-Wave’s Qubits Asia conference in Seoul. The companies intend to combine D-Wave’s annealing quantum computing technologies with LG CNS’s industry expertise, mathematical optimization capabilities and systems integration experience to develop applications for customers in manufacturing, telecommunications, finance and retail. The companies also intend to pursue joint go-to-market opportunities. A copy of the press release is attached as Exhibit 99.1.

Also on October 28, 2026, D-Wave announced that its customer Shionogi & Co., Ltd. (“Shionogi”) has won first place in the Quality of Life (QOL) category of the NEDO Challenge for its research exploring the application of quantum computing to drug discovery. The award-winning research includes, among other achievements, a peer-reviewed study published in Scientific Reports in July 2026, which integrated D-Wave annealing quantum computing technology into a generative AI model for molecular design.

Among the achievements included in the award-winning peer-reviewed research, conducted in collaboration with D-Wave, was that 97% of molecular representations generated by the quantum-assisted model were chemically valid, compared with 73% using an equivalent classical model. The quantum-assisted model also generated a higher proportion of molecules with strong drug-likeness scores, exceeding both the classical model and the training dataset. These findings demonstrate how annealing quantum computing could improve the quality of generative AI outputs for early-stage drug discovery. The ¥40 million NEDO prize will support Shionogi’s continued research into applying quantum computing to one of the pharmaceutical industry’s most complex challenges: designing promising new drug candidate molecules. A copy of the press release is attached as Exhibit 99.2.

The information in this Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is intended to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press release, dated October 28, 2026.

99.2

Press release, dated October 28, 2026

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: October 28, 2026

D-Wave Quantum Inc.

By: /s/ Alan Baratz

Name: Alan Baratz

Title: President & Chief Executive Officer

EX-99.1

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Document

LG CNS and D-Wave Announce Strategic Relationship to Advance Quantum Optimization Adoption in South Korea

Companies to combine commercial quantum computing technology with enterprise optimization expertise to accelerate quantum use case identification, development and deployment in Asia

SEOUL, South Korea, and PALO ALTO, Calif. – October 28, 2026 – D-Wave Quantum Inc. (NASDAQ: QBTS) (“D-Wave” or the “Company”), the only dual-platform quantum computing company providing both annealing and gate-model systems, software and services, and LG CNS Co., Ltd. (“LG CNS”), a leading AI transformation company in South Korea, today announced that the companies have signed a non-binding memorandum of understanding (“MOU”) to advance the adoption of quantum computing for enterprise optimization in South Korea and international markets. The collaboration will focus on applying D-Wave’s annealing quantum computing technology to complex optimization challenges, with the goal of moving applications from proof of concept into production.

D-Wave CEO Dr. Alan Baratz and LG CNS President and CEO Hyun Shin-Gyoon announced the MOU onstage at D-Wave’s Qubits Asia conference in Seoul today. The companies intend to combine D-Wave’s annealing quantum computing technologies with LG CNS’s industry expertise, mathematical optimization capabilities and systems integration experience to develop applications for customers in manufacturing, telecommunications, finance and retail. The companies also intend to pursue joint go-to-market opportunities.

LG CNS brings extensive mathematical optimization expertise across industries, including manufacturing and the public sector, with end-to-end capabilities spanning problem definition, mathematical modeling, algorithm validation and real-world implementation. LG CNS has also been conducting research on applying mathematical optimization and quantum computing to real-world industrial challenges, including image reconstruction and inspection and the detection of underground anomalies.

“To generate meaningful results from quantum computing in industrial settings, quantum technology must be supported by a deep understanding of industries and strong optimization capabilities,” said Hyun Shin-Gyoon, CEO of LG CNS. “Through our collaboration with D-Wave Quantum, we will connect quantum computing to real-world customer problems and new business opportunities, accelerating the commercialization of related services.”

“D-Wave’s commercial-grade annealing quantum computing technology is driving positive business outcomes for customers today,” said Dr. Alan Baratz, CEO of D-Wave. “LG CNS understands both the optimization problems enterprises need to solve and the systems those solutions must work within. By combining that expertise with our technology, we intend to help enterprises in South Korea and beyond move from evaluating quantum computing to deploying applications that deliver measurable business value.”

Optimization underpins critical business decisions, from scheduling factory production and routing deliveries to allocating resources. As the number of variables and constraints grows, finding high-quality solutions within operational time limits becomes increasingly difficult. D-Wave’s annealing quantum computing technology is designed to address these challenges, with customers already running hybrid-quantum applications in production. The collaboration aims to bring that capability to LG CNS clients seeking to reduce costs, improve efficiency and respond faster to changing conditions.

Learn more about D-Wave’s quantum optimization technology here.

About D-Wave Quantum Inc.

D-Wave is a leader in the development and delivery of quantum computing systems, software and services. It is the world’s first commercial supplier of quantum computers, and the first and only to offer dual-platform quantum computing products and services, spanning both annealing and gate-model quantum computing technologies. D-Wave’s mission is to help customers realize the value of quantum today through enterprise-grade systems available on-premises and via its Leap™ quantum cloud service, which offers 99.9% availability and uptime. More than 100 organizations across commercial, government and research sectors trust D-Wave to address complex computational challenges using quantum computing. Learn more about realizing the value of quantum computing today and how

Page: 1

D-Wave is shaping the quantum-driven industrial and societal advancements of tomorrow: www.dwavequantum.com.

About LG CNS

LG CNS is a leading Korean AX (AI Transformation) company that continues to pioneer various emerging technologies, including AI, robotics, cloud computing, data center, and smart engineering, encompassing smart factories and smart logistics, as well as digital marketing. The company also leads the market through innovative system integration (SI) and system management (SM) capabilities across finance, manufacturing, the public sector, and various other industries. For more information, please visit https://www.lgcns.com.

Forward-Looking Statements

Certain statements in this press release are forward-looking, as defined in the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “believe,” “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “trend,” “estimate,” “predict,” “project,” “potential,” “seem,” “seek,” “future,” “outlook,” “forecast,” “projection,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties, and other factors that may cause actual results to differ materially from the information expressed or implied by these forward-looking statements and may not be indicative of future results. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, various factors beyond management’s control, including the risks discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. Undue reliance should not be placed on the forward-looking statements in this press release in making an investment decision, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.

Media Contact:

Alex Daigle

media@dwavesys.com

Page: 2

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Document

D-Wave Customer Shionogi Wins First Place in NEDO Quantum Computing Challenge’s Quality of Life Category

¥40 million prize will support continued research exploring the application of quantum computing to drug discovery, with achievements including, among others, a peer-reviewed study using D-Wave’s annealing quantum computing technology

PALO ALTO, Calif. and OSAKA — Oct. 28, 2026 — D-Wave Quantum Inc. (Nasdaq: QBTS) ("D-Wave"), the only dual-platform quantum computing company providing both annealing and gate-model systems, software and services, today announced that its customer Shionogi & Co., Ltd. (“Shionogi”) has won first place in the Quality of Life (QOL) category of the NEDO Challenge for its research exploring the application of quantum computing to drug discovery. The award-winning research includes, among other achievements, a peer-reviewed study published in Scientific Reports in July 2026, which integrated D-Wave annealing quantum computing technology into a generative AI model for molecular design.

The ¥40 million NEDO prize will support Shionogi’s continued research into applying quantum computing to one of the pharmaceutical industry’s most complex challenges: designing promising new drug candidate molecules. The award recognized Shionogi’s broader quantum-assisted drug discovery research, which combines D-Wave quantum computing and classical high-performance computing approaches to generate and evaluate drug candidate molecules.

“We believe that combining quantum computing with AI has the potential to accelerate scientific progress and open new paths to solving some of the world’s most consequential problems,” said Dr. Alan Baratz, CEO of D-Wave. “Our collaboration with Shionogi on this study demonstrates that annealing quantum computing can help a generative AI model produce higher-quality molecules for drug discovery. By helping researchers identify more promising molecules earlier in the process, this approach could ultimately contribute to better treatments and improved patient outcomes. Congratulations to Shionogi on this well-deserved recognition.”

“The NEDO award will help us advance our cutting-edge research in quantum-assisted drug discovery,” said Dr. Hayato Kunugi, senior research scientist at Shionogi and the lead author of the research published in Scientific Reports. “Our research combines quantum computing and high-performance computing to generate and evaluate drug candidate molecules. As one part of these efforts, our study using D-Wave technology showed that a quantum-assisted generative AI model could produce higher-quality candidate molecules, suggesting the potential to improve the efficiency of early-stage molecular design. We hope this work will ultimately contribute to faster development of new medicines for the patients we serve.”

NEDO, Japan’s New Energy and Industrial Technology Development Organization, is a national R&D organization under Japan's Ministry of Economy, Trade and Industry. Its NEDO Challenge, Quantum Computing “Solve Social Issues!”, recognizes quantum computing applications with the potential to address social and industrial challenges.

About D-Wave Quantum Inc.

D-Wave is a leader in the development and delivery of quantum computing systems, software, and services. It is the world’s first commercial supplier of quantum computers, and the first and only to offer dual-platform quantum computing products and services, spanning both annealing and gate-model quantum computing technologies. D-Wave’s mission is to help customers realize the value of quantum today through enterprise-grade systems available on-premises and via its Leap™ quantum cloud service, which offers 99.9% availability and uptime. More than 100 organizations across commercial, government and research sectors trust D-Wave to address complex computational

challenges using quantum computing. Learn more about realizing the value of quantum computing today and how D-Wave is shaping the quantum-driven industrial and societal advancements of tomorrow: www.dwavequantum.com.

About Shionogi & Co., Ltd.

Shionogi & Co., Ltd. is a 148-year-old global, research-driven pharmaceutical company headquartered in Osaka, Japan, that is dedicated to bringing benefits to patients based on its corporate philosophy of “supplying the best possible medicine to protect the health and wellbeing of the patients we serve.” The company currently markets products in several therapeutic areas including anti-infectives, pain and CNS disorders. Shionogi’s research and development currently targets two therapeutic areas: infectious diseases and diseases with unmet medical needs, including rare diseases, allergy/inflammation, oncology, hearing loss, and sleep apnea.

For more information on Shionogi & Co., Ltd., please visit https://www.shionogi.com/global/en.

D-Wave Forward-Looking Statements

Media Contacts:

D-Wave

Alex Daigle

media@dwavesys.com

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