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 19, 2023
D-Wave Quantum Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
| 001-41468
| 88-1068854
|
| (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
| | NYSE
|
Warrants, each whole warrant exercisable for 1.4541326 shares of common stock at an exercise price of $11.50
| | QBTS.WT
| | NYSE
|
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 1.01. | Entry into a Material Definitive Agreement. |
D-Wave Quantum Inc. ("D-Wave") and D-Wave Systems Inc. (“D-Wave Systems), an indirect wholly-owned subsidiary of D‑Wave, entered into Amendment Agreement No. 2 to the Contribution Agreement (“Amendment No. 2”), dated April 19, 2023, with His Majesty the King in Right of Canada as represented by the Minister of Industry. Under Amendment No. 2, the parties agreed to extend the project completion date to June 30, 2023; to amend the statement of work to accommodate an expansion in the scope of certain development efforts, including the refinement of performance specifications and the addition of new features; to amend the schedule of repayments to accommodate such completion date and statement of work changes; and to add D-Wave as a guarantor for the performance and fulfillment of every obligation of D-Wave Systems under the Contribution Agreement.
The above description of the material terms of Amendment No. 2 is qualified in its entirety by Amendment No. 2 attached as Exhibit 10.1
to this Current Report on Form 8-K, which is incorporated by reference into this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number | Description |
| | |
| Amendment Agreement No. 2 to Agreement, dated as of April 19, 2023, between D-Wave Quantum Inc., D-Wave Systems Inc., and His Majesty the King in Right of Canada as represented by the Minister of Industry. |
| | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 21, 2023 | By: | /s/ Alan Baratz |
| | Name: | Alan Baratz |
| | Title: | President & Chief Executive Officer |
