Filed Pursuant to Rule 424(b)(3)
Registration No. 333-267124
PROSPECTUS SUPPLEMENT NO. 10
(to Prospectus dated October 26, 2022)
D-WAVE QUANTUM INC.
COMMON SHARES
WARRANTS TO PURCHASE COMMON SHARES
COMMON SHARES UNDERLYING EXCHANGEABLE SHARES
COMMON SHARES UNDERLYING D-WAVE OPTIONS
COMMON SHARES UNDERLYING D-WAVE WARRANTS
COMMON SHARES UNDERLYING WARRANTS
This prospectus supplement updates, amends and supplements the prospectus contained in our Registration Statement on Form S-1, effective as of October 26, 2022 (as supplemented or amended from time to time, the “Prospectus”) (Registration No. 333-267124).
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2023 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Our shares of common stock, par value $0.0001 (“Common Shares”), and warrants to purchase Common Shares (“Warrants”), each whole Warrant exercisable for 1.4541326 Common Shares at an exercise price of $11.50, are listed on the New York Stock Exchange (the “NYSE”) under the symbols “QBTS” and “QBTS.WT,” respectively. On April 6, 2023, the last reported sales prices for the Common Shares and Warrants on the NYSE were $0.77 and $0.09, respectively.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 50 of the Prospectus for a discussion of applicable information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is April 10, 2023.
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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): April 4, 2023
D-Wave Quantum Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-41468 | 84-1068854 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
3033 Beta Avenue
Burnaby, British Columbia
Canada
V5G 4M9
(Address of principal executive offices)
(604) 630-1428
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 | New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for 1.4541326 shares of common stock at an exercise price of $11.50 | QBTS.WT | New York Stock Exchange |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation from the Board of Directors
On April 4, 2023, Eduard van Gelderen provided D-Wave Quantum Inc. (the "Company") with a written notice of resignation as a director on the Company's Board of Directors (the "Board"), effective as of April 4, 2023. His resignation is not due to any disagreement with the Company regarding any matter relating to the Company’s operations, policies or practices.
Appointment to the Board of Directors
In connection with Mr. van Gelderen's resignation from the Board, on April 4, 2023, the Board appointed Ziv Ehrenfeld to serve as a director for the remainder of the full term of Mr. van Gelderen, effective immediately. While Mr. Ehrenfeld has not yet been named to any of the Board's committees, the Board, upon the expected recommendation of the Nominating and Governance Committee, is expected to appoint Mr. Ehrenfeld to the Board's Compensation Committee.
There is no arrangement or understanding pursuant to which Mr. Ehrenfeld was selected as a director. There are no related party transactions between the Company and Mr. Ehrenfeld that are reportable under Item 404(a) of Regulation S-K.
As a result of his appointment to the Board, Mr. Ehrenfeld and the Company have entered into the Company's standard form of Director & Officer Indemnification Agreement which, among other matters, provides that the Company will indemnify its directors and officers for certain expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their service as the Company's director or officer or any other company or enterprise to which the person provides services at its request. The Company's standard form of Director & Officer Indemnification Agreement is filed as Exhibit 10.36 to the Company's Form S-4/A filed on May 27, 2022. Mr. Ehrenfeld is not eligible to be compensated for his Board position with the Company, including any position on Committees of the Board.
SIGNATURE
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.
| D-Wave Quantum Inc. | ||
| Dated: April 10, 2023 | By: | /s/ Alan Baratz |
| Name: | Alan Baratz | |
| Title: | President & Chief Executive Officer | |