D-Wave Quantum (QBTS) risk factors, FY2025 10-K

Risks Related to Our 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 growth27% rewritten
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 Our 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. 10On January 20, 2026, we completed the acquisition of all of the issued and outstanding equity of Quantum Circuits, a leading developer of error-corrected superconducting gate-model quantum computing systems, pursuant to the Acquisition AgreementNew
3. 11The market price of our Common Shares could decline as a result of the AcquisitionNew
4. 12Our 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
5. 13If 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
6. 14Our 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
7. 15Our 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
8. 16We 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
9. 17Competitive 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
10. 18If our products or 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
11. 19Real or perceived errors, failures or bugs in our products and services could materially and adversely affect our operating results, financial condition and growth prospects
12. 20If 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
13. 21Even 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
14. 22Any 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
15. 23We use, and expect to continue using, generative AI tools primarily to support internal productivity and development activitiesNew
16. 24Our future growth and success depends in part on our ability to sell our products and services effectively to U.S. and international government entitiesNew
17. 25As part of our business strategy, we have entered into and may enter into additional contracts with U.S. federal and state, and international, government entities, which subjects our business to the statutes and regulations applicable to companies doing business with each such government entityNew
18. 26Government 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
19. 27If we engage in additional acquisitions, divestitures, strategic investments or strategic partnerships and fail to achieve favorable results, our business, financial condition and operating results could be harmed
20. 28An 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
21. 29Unfavorable 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
22. 30Our operations, business, customers and partners could be adversely affected by climate change25% rewritten
23. 31If 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. 32Changing laws and regulations related to privacy, information security, and data protection could adversely impact our results, operations, or brand28% rewritten
2. 33We 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. 34We 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. 35Governmental decisions with respect to perceived national security risks associated with quantum computing technology could impede the selling of our products and services45% rewritten
5. 36We are subject to requirements relating to environmental and safety regulations which could adversely affect our business, results of operation and reputation
6. 37Our 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. 38Future investments in our Common Shares may be subject to U.S. foreign investment regulations

Risks Related to Our Intellectual Property

1. 39We 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 us to lose our competitive advantage
2. 40Our 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. 41We 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. 42Some 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. 43Our management has limited experience operating a public company, and thus its success in such endeavors cannot be guaranteed40% rewritten
2. 44If 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 securities81% rewritten
3. 45If we fail to maintain an effective system of internal controls over financial reporting and disclosure controls and procedures, our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affectedNew
4. 46We incur increased costs as a result of our operation as a public company, and our management is required to devote substantial time and resources to employing new compliance initiatives in order to comply with the regulatory requirements applicable to public companies
5. 47Information available in public media published by third parties, including blogs, articles, message boards and social and other media, may include statements about us or the quantum computing market or industry that are not attributable to us and may not be reliable or accurateNew

Risks Related to Ownership of the Common Shares

1. 48Our management has broad discretion in the use of our cash, cash equivalents and investments, and may invest or spend such amounts in ways with which you may not agree or in ways which may not yield a return86% rewritten
2. 49We may be required to take write-downs or write-offs, or may be subject to restructuring, impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our Common Shares, which could cause you to lose some or all of your investmentNew
3. 50We may be subject to securities litigation, which is expensive and could divert management attention56% rewritten
4. 51If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research about our business, the market price and trading volume of our Common Shares could decline64% rewritten
5. 52The price of our Common Shares has been and may continue to be volatile or may decline regardless of our operating performance56% rewritten
6. 53Our Charter contains anti-takeover provisions that could adversely affect the rights of our stockholders48% rewritten
7. 54These 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 us in a tender offer or similar transaction40% rewritten
8. 55Because we have no current plans to pay cash dividends on our Common Shares for the foreseeable future, you may not receive any return on investment unless you sell your Common Shares for a price greater than that which you paid for them56% rewritten

General Risk Factors

1. 56Our 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
2. 57Unanticipated 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
3. 58Changes in tax laws or regulations that are applied adversely to us may materially adversely affect our business, prospects, financial condition and operating results43% rewritten
4. 59If we do not meet the expectations of investors or securities analysts, the market price of our Common Shares may decline66% rewritten
5. 60We no longer qualify as an “emerging growth company” or a “smaller reporting company” and, as a result, we will no longer be able to avail ourselves of certain reduced disclosure requirements applicable to emerging growth companies and smaller reporting companiesNew