D-Wave Quantum (QBTS) risk factors, 2025 10-K

Risks Related to D-Wave Quantum’s Financial Condition and Status as an Early-Stage Company

1. 01We are in our growth stage which makes it difficult to forecast our future results of operations and our funding requirements
2. 02We have a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future
3. 03Our estimates of the magnitude of the market opportunity, forecasts of market growth and our operating metrics may prove to be inaccurate and may not be indicative of our future growth
4. 04Our business could be harmed if we fail to manage growth effectively
5. 05If we fail to attract new customers and retain and increase the spending of existing customers, our revenue, business, results of operations, financial condition and growth prospects would be harmed
6. 06We depend on our ability to retain existing senior management and other key employees and qualified, skilled personnel and to attract new individuals to fill these roles as needed. If we are unable to do so, such failure could adversely affect our business, results of operations and financial condition
7. 07Our business and growth are dependent on the success of our strategic relationships with third parties
8. 08Currency exchange rate fluctuations may negatively affect our results of operations

Risks Related to D-Wave Quantum’s Business and Industry

1. 09The immature market for quantum computing may lead to us misread market demand and the timeframes it will take to close customer contracts and grow revenue, which would adversely affect our business, results of operations and financial condition
2. 10Our technical roadmap and plans for commercialization involve technology that is not yet available for customers and may never become available or meet desired technical specifications
3. 11If we cannot evolve and scale our business and operations effectively, we may not be able to execute our business strategies in a cost-effective manner and our business, financial condition, profitability and results of operations could be adversely affected
4. 12Our business model includes a relatively new phased engagement model, with customers transitioning through the phases. If we cannot successfully convert customers through the phases to the extent or at the rate that we expect, our business will be negatively impacted and could fail
5. 13Our products and services are dependent upon our relationship with third-party providers and any disruption of or interference with our use of such third-party providers would adversely affect our business, results of operations and financial condition
6. 14We do not have the history with our solutions or pricing models necessary to accurately predict optimal pricing necessary to attract new customers and retain existing customers
7. 15Competitive pressures may put pressure on our pricing, which may require us to reduce our pricing in order to provide competitively priced access to our products and services
8. 16If our products and services fail to deliver customer value to a broader range of customers than classical approaches, our business, financial condition and future prospects may be harmed
9. 17Real or perceived errors, failures or bugs in our products and services could materially and adversely affect our operating results, financial condition and growth prospects
10. 18If we cannot successfully execute on our strategy, including changing customer needs and new technologies and other market requirements, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed
11. 19Even if we are successful in executing on our product roadmap and strategy and delivering increasingly more powerful quantum computing systems and services, competitors in the industry may achieve technological breakthroughs which render our products and services obsolete or inferior to other products and services
12. 20Any cybersecurity-related attack, significant data breach or disruption of the information technology systems, infrastructure, network, third-party processors or platforms on which we rely could damage our reputation and adversely affect our business and financial results
13. 21Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties
14. 22Government actions and regulations, such as tariffs and trade protection measures, may limit our ability to provide products and services to our customers and obtain products from our suppliers, which could have a material adverse impact on our business operations, financial results and growth plans
15. 23If we engage in acquisitions, divestitures, strategic investments or strategic partnerships and fail to achieve favorable results, our business, financial condition and operating results could be harmed
16. 24An epidemic or pandemic (such as COVID-19) may cause prolonged global, national, or regional recessionary economic conditions or longer lasting effects on economic conditions than currently exist, which could have a material adverse effect on our business, results of operations and financial condition
17. 25Unfavorable conditions in our industry or the global economy, including uncertain geopolitical conditions such as inflation, recessions and war, among others, could limit our ability to grow our business and negatively affect our results of operations
18. 26Our operations, business, customers and partners could be adversely affected by climate change
19. 27If we fail to offer high-quality customer support, or if the cost of such support is not consistent with corresponding levels of revenue, our business, results of operations and reputation may be harmed

Risks Related to Litigation and Government Regulation

1. 28Changing laws and regulations related to privacy, information security, and data protection could adversely impact our results, operations, or brand
2. 29We are subject to United States, Canadian and foreign anti-corruption, anti-bribery and similar laws, and non-compliance with such laws may subject us to criminal or civil liability and harm our business
3. 30We are subject to export and import controls and economic sanctions laws that could impair our ability to offer our products or make our platform available in some jurisdictions, or subject us to liability if we are not in compliance with applicable laws
4. 31Governmental decisions with respect to perceived national security risks associated with quantum computing technology could impede the selling of our products and services
5. 32We are subject to requirements relating to environmental and safety regulations which could adversely affect our business, results of operation and reputation
6. 33Our hardware has operational hazards such as but not limited to hazardous operating temperatures and high voltage and/or high current electrical systems typical of large computer processing equipment and related safety incidents
7. 34Future investments in D-Wave Quantum Common Shares may be subject to U.S. foreign investment regulations

Risks Related to D-Wave Quantum’s Intellectual Property

1. 35We may be unable to obtain, maintain and protect our intellectual property rights and proprietary information or prevent third parties from making unauthorized use of our technology, which could cause it to lose its competitive advantage
2. 36Our patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with the commercialization of our products
3. 37We may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs. If third parties claim that we infringe upon or otherwise violate their intellectual property rights, our business could be adversely affected
4. 38Some of our intellectual property has been conceived or developed pursuant to government-funding agreements which impose certain obligations on us. Compliance with such obligations may limit our ability to freely transfer our assets without incurring substantial additional repayment obligations

Risks Related to Being a Public Company

1. 39Our management has limited experience operating a public company, and thus its success in such endeavors cannot be guaranteed
2. 40If we are unable for any reason to meet the continued listing requirements of the NYSE, such action or inaction could result in a delisting of our securities
3. 41We will incur increased costs as a result of our operation as a public company, and our management will be required to devote substantial time and resources to employing new compliance initiatives in order to comply with the regulatory requirements applicable to public companies

Risks Related to Ownership of the Common Shares

1. 42D-Wave will have broad discretion in the use of its cash, cash equivalents and investments, and it may invest or spend such amounts in ways with which you may not agree or in ways which may not yield a return
2. 43D-Wave may be subject to securities litigation, which is expensive and could divert management attention
3. 44If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about D-Wave Quantum’s business, the price and trading volume of D-Wave Quantum’s securities could decline
4. 45The price of our Common Shares has been and may continue to be volatile or may decline regardless of our operating performance
5. 46The Warrants may have an adverse effect on the market price of the Common Shares
6. 47The D-Wave Quantum Charter contains anti-takeover provisions that could adversely affect the rights of its stockholders
7. 48These provisions could have the effect of depriving holders of our Common Shares of an opportunity to sell their Common Shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of D-Wave Quantum in a tender offer or similar transaction
8. 49Because D-Wave Quantum has no current plans to pay cash dividends on Common Shares for the foreseeable future, you may not receive any return on investment unless you sell Common Shares for a price greater than that which you paid for it
9. 50Our business is exposed to risks associated with litigation and may become subject to litigation, investigations and regulatory proceedings including product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims
10. 51Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition
11. 52Changes in tax laws or regulations that are applied adversely to us may materially adversely affect our business, prospects, financial condition and operating results
12. 53If we do not meet the expectations of investors or securities analysts, the market price of our securities may decline