8-K

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): January 23, 2025

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D-Wave Quantum Inc.

(Exact Name of Registrant as Specified in Its Charter)

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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:

Securities registered pursuant to Section 12(b) of the Act:

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 | x | | --- | --- || 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 7.01 Regulation FD Disclosure.

On January 23, 2025, D-Wave Quantum Inc. (“D-Wave” or the “Company”) announced that it has successfully completed sales of $150 million in gross proceeds of its common stock pursuant to its previously disclosed $150 million "at-the- market" equity offering program (the “ATM Program”). The $150 million ATM Program, which was filed on January 10th, commenced on January 15th and ended on January 21st, was completed at an average price per share of $6.10 representing a $0.22 per share, or 3.7%, premium over the Volume Weighted Average Price of D-Wave’s common stock (per Bloomberg) for the four days that D-Wave sold common stock. The Company’s current cash balance is approximately $320 million. The funds were used, and will continue to be used, for working capital and capital expenditures in support of D-Wave’s ongoing technical development efforts and business operations. D-Wave believes the completion of the ATM Program provides it with the capital necessary to fully execute its operating plan to sustained profitability and positive cash flow. A copy of the press release is attached as Exhibit 99.1.

The information in this Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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.

Document

D-Wave Announces Successful Completion of $150 Million At-the-Market Equity Offering

Company now has the capital necessary to fully execute its plan to sustained profitability and positive cash flow

PALO ALTO, Calif. – Jan. 23, 2025 -- D-Wave Quantum Inc. (NYSE: QBTS) (“D-Wave” or the “Company”), a leader in quantum computing systems, software, and services, and the world’s first commercial supplier of quantum computers, today announced that it has successfully completed sales of $150 million in gross proceeds of its common stock pursuant to its previously disclosed $150 million "at-the-market" equity offering program (the “ATM Program”). The $150 million ATM Program, which was filed on January 10, commenced on January 15th and ended on January 21st, was completed at an average price per share of $6.10 representing a $0.22 per share, or 3.7%, premium over the Volume Weighted Average Price (“VWAP”) of D-Wave’s common stock (per Bloomberg) for the four days that D-Wave sold common stock. The Company’s current cash balance is approximately $320 million. The funds were used, and will continue to be used, for working capital and capital expenditures in support of D-Wave’s ongoing technical development efforts and business operations.

“We believe that the completion of this equity offering provides us with the capital necessary to fully execute our operating plan to sustained profitability and positive cash flow,” said Dr. Alan Baratz, CEO of D-Wave. “We’ve built an incredibly strong business that we expect will continue to drive value not only for our customers but for our stockholders as well. We are leading the commercialization of quantum computing with customer applications deployed in production, quantum computers that have demonstrated the ability to solve useful problems that are unreachable with classical computing, new go-to-market offerings in quantum optimization and on-premise systems sales, and the development of an important new market – quantum AI. Our momentum is evident.”

About D-Wave Quantum Inc.

D-Wave is a leader in the development and delivery of quantum computing systems, software, and services, and is the world’s first commercial supplier of quantum computers—and the only company building both annealing quantum computers and gate-model quantum computers. Our mission is to unlock the power of quantum computing today to benefit business and society. We do this by delivering customer value with practical quantum applications for problems as diverse as logistics, artificial intelligence, materials sciences, drug discovery, scheduling, cybersecurity, fault detection, and financial modeling. D-Wave’s technology has been used by some of the world’s most advanced organizations including Mastercard, Deloitte, Davidson Technologies, ArcelorMittal, Siemens Healthineers, Unisys, NEC Corporation, Pattison Food Group Ltd., DENSO, Lockheed Martin, Forschungszentrum Jülich, University of Southern California, and Los Alamos National Laboratory.

Forward-Looking Statements

Certain statements in this press release are forward-looking, as defined in the Private Securities Litigation Reform Act of 1995. These statements involve risks, uncertainties, and other factors that may cause actual results to differ materially from the information expressed or implied by these forward-looking statements and may not be indicative of future results. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, various factors beyond management’s control, including the risks set forth under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. Undue reliance should not be placed on the forward-looking statements in this press release in making an investment decision, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.

Investor Contact:

D-Wave

Kevin Hunt

ir@dwavesys.com

Media Contact:

D-Wave

Alex Daigle media@dwavesys.com