UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 13, 2024
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D-Wave Quantum Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | 001-41468 | 88-1068854 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2650 East Bayshore Road
Palo Alto, California
94303
(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)
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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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | 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:
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| 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).
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| 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. | | o |
Item 2.02. Results of Operations and Financial Condition.
On May 13, 2024, D-Wave Quantum Inc. (the "Company") issued a press release announcing its financial results for the fiscal first quarter ended March 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1.
In addition, on May 13, 2024, the Company posted on its website an investor presentation, which includes supplemental information relating to the Company’s financial results for the fiscal first quarter ended March 31, 2024, as well as a business and product update. A copy of the presentation is furnished herewith as Exhibit 99.2.
The information contained in this Item 2.02 to this Current Report on Form 8-K and in the accompanying exhibits is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
On May 13, 2024, the Company issued a press release announcing that it has renewed its multiyear agreement with the University of Southern California to advance annealing quantum computing research and adoption. A copy of the Company’s press release is furnished herewith as Exhibit 99.3.
The information contained in this Item 7.01 to this Current Report on Form 8-K and in the accompanying exhibit is intended to be "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number | Description |
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| Press Release issued by D-Wave Quantum Inc., dated May 13, 2024. |
| Investor Presentation, dated May 13, 2024. |
| Press Release issued by D-Wave Quantum Inc., dated May 13, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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| D-Wave Quantum Inc. |
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| Dated: May 13, 2024 | By: | /s/ Alan Baratz |
| Name: | Alan Baratz |
| Title: | President & Chief Executive Officer |
