D-Wave issues 7.1M shares to U.S. Commerce Dept for $100M CHIPS Act award

D-Wave Quantum Inc.

Issued 7,095,721 shares at $14.093/share to U.S. Department of Commerce under Securities Issuance Agreement dated Sept 8, 2026.
Shares issued in connection with $100M award under CHIPS Act; unregistered, sold under Section 4(a)(2) exemption.
Company warns of dilution to existing stockholders and uncertainty of funding timing/amounts under the OTA.
Department's equity stake may limit future strategic transactions; accounting treatment uncertain.
Award funds subject to appropriations and government policy changes; legal challenges possible.

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