D-Wave Quantum: Washington's Exit Route Takes Shape as Legal Scrutiny Mounts

D-Wave disclosed terms for Commerce to resell up to 7,095,721 shares at $14.09, tied to a $100M CHIPS Act award, as a law firm probes the company.

D-Wave Quantum has spelled out precisely how the U.S. Department of Commerce will be able to unwind its newly acquired stake, filing a prospectus supplement on Wednesday that covers the resale of as many as 7,095,721 common shares held by the agency. The disclosure goes well beyond the headline announcement of federal support and gives investors their first concrete look at the mechanics of the government's involvement.

The arrangement traces back to a subscription agreement dated September 8 between D-Wave and the Commerce Department, which is acting as the so-called "selling stockholder." That pact sits alongside the funding contract of September 4, under which the department committed up to $100 million to the quantum computing firm through the CHIPS and Science Act — news that surfaced last Thursday and lifted the shares by 0.9%.

The shares in question are being issued at $14.09 apiece, with an initial tranche worth roughly $53.55 million set to become available shortly.

A Stake That Comes With Strings

Washington's equity position is not a voluntary capital injection but a condition of the award. In exchange for the financing, Commerce receives a minority holding in D-Wave carrying no control rights.

The money itself is earmarked for advancing semiconductor processes for both annealing-based and gate-model quantum computers — specifically targeting qubit counts, error rates and coherence times through improved dielectric materials and denser packaging techniques. D-Wave intends to use the funds to build systems with 10,000 qubits and, further out, 100,000 qubits. The company also has its sights on a gate-model system with 10,000 qubits capable of supporting 100 logical qubits and more than one million operations.

For existing shareholders, the structure brings a measure of dilution even though the government's stake is classified as non-controlling. The resale prospectus makes clear that the shares can flow back into the open market over the medium term once Commerce dissolves its position.

The Commerce Department struck comparable $100 million agreements with Rigetti Computing and Quantinuum, bringing the combined CHIPS Act funding for the three companies to $300 million.

Legal Review Adds a Second Front

While the capital structure was being reorganized, a fresh source of uncertainty emerged. The law firm Kessler Topaz Meltzer & Check has opened an investigation into possible violations of U.S. securities law at D-Wave, triggered by potential misrepresentations tied to the company's business trajectory.

The probe follows two developments that had already unsettled investors: the second-quarter results and the departure of finance chief John Markovich. The firm's announcement does not establish a direct substantive link between the two events — it merely cites them in connection with its review.

Markovich had signaled his exit at the end of August, effective September 2. Greg Golkov, previously a senior vice president, stepped in on an interim basis as acting CFO and principal financial and accounting officer. According to the company, there is no connection between the leadership change and the ongoing government transaction.

Revenue Versus Backlog

The second-quarter 2026 figures, released about a month ago, had already dampened sentiment: revenue came in at just $3.1 million, with commercial customers contributing 62.4% of that total.

The order picture offered more encouragement. Bookings in the first half surged 1,120%, while remaining performance obligations climbed 668% to $40.7 million. For a company of this size, the combination of thin revenue and robust order growth is fairly typical of quantum computing's early commercialization phase — but it also leaves room for divergent readings of the business, something law firms are now seizing upon.

Since the quarterly report, the stock has shed roughly 8.1%. The CFO transition about two weeks ago had little negative effect — the shares have actually gained 1.8% since then.

Market Stays Skeptical

The federal funding has done little to energize trading. The stock closed Friday at EUR 14.49, barely above the issue price of the government shares. On a monthly basis it is down 19%, and year-to-date it has lost 36%. The gap to its 52-week high of EUR 40.41, reached last October, stands at 64%. The shares also trade 11% below their 50-day moving average of EUR 16.21.

The muted reaction suggests the law firm's investigation and the aftermath of the weak quarterly numbers are weighing more heavily on sentiment than the government's backing. Investors are now looking ahead to November 5, when D-Wave reports third-quarter results. Only then is it likely to become clear whether the federal support delivers genuine operational momentum — or whether dilution from the share issue to Washington outweighs its longer-term benefits for now.