D-Wave Quantum Inc 8-K, filed Mar 3, 2023
D-Wave Quantum Inc. (QBTS)
8-K
2023-03-03
For: 2023-03-01
View Original
Added on
April 12, 2026
About this 8-K
D-Wave Quantum Inc filed this 8-K on March 3, 2023, reporting on events of March 1, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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): March 1, 2023
(Exact Name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Canada
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s)
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Name of each exchange on which registered
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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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Emerging growth company
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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.
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Item 1.01. Entry
into a Material Definitive Agreement.
On March 1, 2023, D-Wave Systems Inc., an indirectly, wholly-owned subsidiary of D-Wave Quantum Inc., entered into an amendment (the “Amendment”) to the
Agreement for Semiconductor Line Operation, dated as of December 23, 2012, by and between Cypress Semiconductor Corporation and D-Wave Systems Inc., as amended and assigned to SkyWater Technology Foundry, Inc. (the “Agreement”). This Agreement is
for the purchase of available capacity of Cypress’ 8” wafer semiconductor line for the purposes of manufacturing wafers as well as services related to the use of such semiconductor line. The Amendment revised the pricing and quarterly commitments
set forth under the Agreement.
The above description of the material terms of the Amendment is qualified in its entirety by the Amendment 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.
(d) Exhibits
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Exhibit Number
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Description
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Thirteenth Amendment, dated March 1, 2023, between D-Wave Systems Inc. and SkyWater Technology Foundry, Inc. to the Agreement for Semiconductor Line
Operation, dated as of December 23, 2012, by and between Cypress Semiconductor Corporation and D-Wave Systems Inc., as amended and assigned to SkyWater Technology Foundry, Inc.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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† Certain portions of this exhibit (indicated by “[*****]”) have been redacted pursuant to Regulation S-K, Item
601(a)(6).
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: March 3, 2023
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By:
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/s/ Alan Baratz
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Name:
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Alan Baratz
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Title:
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President & Chief Executive Officer
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Exhibit 10.1
THIRTEENTH AMENDMENT
TO
SEMICONDUCTOR LINE OPERATION AGREEMENT
BY AND BETWEEN
SKYWATER TECHNOLOGY FOUNDRY, INC. AND D-WAVE SYSTEMS INC.
This THIRTEENTH AMENDMENT (“13th Amendment”), entered into on and effective as of December 15, 2022 (the “Amendment Effective Date”), amends the terms of the SEMICONDUCTOR LINE OPERATION AGREEMENT (the “Agreement”) dated
December 23, 2012, as amended from time to time by twelve (12) prior amendments, the last of which was dated April 30, 2020, by and between SkyWater Technology Foundry, Inc. (“SkyWater”) and D-Wave Systems Inc. (“D-Wave”), each a “Party” and collectively, the “Parties”.
WHEREAS:
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On April 30, 2020 the Parties revised the Activity Billing; and
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In connection with the foregoing and to address the SkyWater’s revised Activity Billing rates as of January 2022, the Parties wish to further amend the Agreement.
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NOW THEREFORE, the Parties agree to amend the
Agreement as follows:
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Revised Activity Billing. As of December 26, 2022, in Appendix 3, Pricing and Quarterly Commitments of the Agreement, as amended from time to time, is DELETED and replaced with the following:
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Annual Activity Commit
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Fab Activity Rate ($USD)
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Engineering Hourly Rate ($USD)
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Engineering Tech Hourly Rate ($USD)
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Free Engineering Tech Hours
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Number of Hot Lots Included
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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Hot Lot Price: [*****]. Hot Hand Carry (HHC) Lot Upgrade Price: [*****]. At [*****] annual activity commit level and higher, HHC
upgrade price [*****].
2. Miscellaneous.
2.1 It is understood between the Parties that, other than as expressly amended herein, all the terms of the Agreement, as previously amended, will remain
unchanged and applicable. To the extent that there is any inconsistency between the terms of this 13th Amendment and the Agreement, as previously amended, the terms of this 13th Amendment shall govern.
2.2 The entirety of the terms of this 13th Amendment, are incorporated into the Agreement by reference.
(Signature page follows.)
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SkyWater and D-Wave Proprietary
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Page 1 of 2
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IN WITNESS WHEREOF, the Parties have caused their
duly authorized representatives to execute this 13th Amendment as of the Amendment Effective Date.
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SKYWATER TECHNOLOGY FOUNDRY, INC.
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D-WAVE SYSTEMS INC.
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By:
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/s/ Mark Litechy
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By:
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/s/ Mark W. Johnson, Ph.D.
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Name:
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Mark Litecky
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Name:
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Mark W. Johnson, Ph.D.
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Title:
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Chief Revenue Officer
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Title:
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Senior Vice President, Quantum Technologies and Systems Products
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Date:
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March 1, 2023
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Date:
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February 15, 2023
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Signature page to Thirteenth Amendment to Semiconductor Line Operation Agreement
SkyWater and D-Wave Proprietary
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Page 2 of 2
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