D-Wave Quantum Inc 8-K, filed Apr 19, 2024
D-Wave Quantum Inc. (QBTS)
8-K
2024-04-19
For: 2024-04-16
View Original
Added on
April 12, 2026
About this 8-K
D-Wave Quantum Inc filed this 8-K on April 19, 2024, reporting on events of April 16, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 5.02: Director or officer change, or executive pay
- 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): April 16, 2024
_____________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
_____________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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 | ||||||||||||
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. | ||||
On April 16, 2024, D-Wave Quantum Inc. (the “Company”) entered into the Sixth Amendment to Loan and Security Agreement (the “Amendment”) with PSPIB Unitas Investments II Inc. (“PSPIB”) amending certain provisions to the Loan and Security Agreement dated as of April 13, 2023, by and among the Company and its subsidiaries and PSPIB, as amended (the “Term Loan”).
The Amendment provides for an additional period for which no prepayment of the advances under the Term Loan is required with respect to aggregate gross proceeds of up to $30 million received by the Company pursuant to the share issuances under the ELOC or the Universal Shelf (as defined in the Term Loan) between April 16, 2024 and September 30, 2024 (the "Second Prepayment Exemption"). Additionally, the Amendment allows for an additional prepayment premium exemption with respect to aggregate gross proceeds up to $20 million received by the Company pursuant to the ELOC or the Universal Shelf subsequently to the receipt of aggregate gross proceeds of $30 million under the Second Prepayment Exemption. Under such additional prepayment premium exemption, the additional premium included in the Prepayment Premium (as defined in the Term Loan) and equal to 10% of the amount then prepaid to PSPIB for any mandatory prepayment pursuant to Section 2.3(a)(ii) under the ELOC will not be applicable.
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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | ||||
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
Amended Chief Financial Officer Employment Agreement
On April 19, 2024, D-Wave Commercial Inc. (“D-Wave Commercial”), a wholly-owned subsidiary of the Company, entered into an amendment (the “CFO Amendment”) to the Full-Time Employment Agreement, dated as of August 20, 2021, with its Chief Financial Officer, John Markovich (as amended, the “CFO Employment Agreement”), to reflect updates to Mr. Markovich’s compensation arrangements as approved by the Company’s Compensation Committee of the Board (the "Compensation Committee").
Pursuant to the CFO Amendment, the Company has increased Mr. Markovich’s annual base salary to $440,000 per annum, effective as of April 1, 2024, which base salary may be increased from time to time, as approved by the Compensation Committee. Additionally, as previously reported on a Form 4 filed with the SEC on March 29, 2024, the CFO Amendment included a grant of 150,000 restricted stock units ("RSUs") awarded by the Board pursuant to the Company's annual equity refresh program and approved under the 2022 Equity Incentive Plan.
Except as disclosed in this Current Report on Form 8-K, the terms and conditions of the CFO Employment Agreement remain unchanged.
Amended General Counsel Employment Agreement
On April 17, 2024, D-Wave Commercial entered into an amendment (the “GC Amendment”) to the Full-Time Employment Agreement, dated as of March 4, 2022, with its General Counsel, Diane Nguyen (as amended, the “GC Employment Agreement”), to reflect updates to Ms. Nguyen's compensation arrangements as approved by the Compensation Committee.
Pursuant to the GC Amendment, the Company has increased Ms. Nguyen's annual base salary to $330,000 per annum, effective as of April 1, 2024, which base salary may be increased from time to time, as approved by the Compensation Committee. Additionally, as previously reported on a Form 4 filed with the SEC on March 29, 2024, the GC Amendment included the following awards approved by the Board under the 2022 Equity Incentive Plan: (i) a grant of 80,000 RSUs pursuant to the Company's annual equity refresh program, (ii) a promotional award of 100,000 RSUs in consideration for Ms. Nguyen's promotion to General Counsel on May 1, 2023 and (iii) a promotional award of 100,000 stock options in consideration for Ms. Nguyen's promotion to General Counsel on May 1, 2023.
Except as disclosed in this Current Report on Form 8-K, the terms and conditions of the GC Employment Agreement remain unchanged.
The foregoing descriptions of the CFO Amendment and the GC Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text of the CFO Amendment and the GC Amendment attached as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K, which are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit Number | Description | ||||
| Sixth Amendment to Loan and Security Agreement, dated as of April 16, 2024, by and between PSPIB Unitas Investments II Inc. and D-Wave Quantum Inc. | |||||
| Amendment to the Full-Time Employment Agreement, dated as of August 20, 2021, between D-Wave Commercial Inc. and John Markovich, dated April 19, 2024. | |||||
| Amendment to the Full-Time Employment Agreement, dated as of March 4, 2022, between D-Wave Commercial Inc. and Diane Nguyen, dated April 17, 2024. | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
| † | Certain portions of this exhibit (indicated by “[*****]”) have been redacted pursuant to Regulation S-K, Item 601(a)(6). | ||||
| # | Indicates management contract or compensatory plan or arrangement. | ||||
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 19, 2024 | By: | /s/ Alan Baratz | ||||||
| Name: | Alan Baratz | |||||||
| Title: | President & Chief Executive Officer | |||||||
Exhibit 10.1
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 16, 2024, by and between D-WAVE QUANTUM INC., a Delaware corporation (the “Borrower”), and the Lender (as defined below) party hereto.
W I T N E S S E T H:
WHEREAS, the Borrower, D-Wave Systems Inc., a British Columbia corporation, D-Wave US Inc., a Delaware corporation, D-Wave Government Inc., a Delaware corporation, D-Wave Commercial Inc., a Delaware corporation, D-Wave International Inc., a Canadian corporation, D-Wave Quantum Solutions Inc., a Canadian corporation, Omni Circuit Boards Ltd., a British Columbia corporation, DPCM Capital, Inc., a Delaware corporation, 1372929 B.C. Ltd, a British Columbia corporation, 1372934 B.C. LTD., a British Columbia corporation, DWSI Canada Holdings ULC, a British Columbia corporation, D-Wave Quantum Technologies Inc., a British Columbia corporation, and each other Person hereafter joined thereto as a guarantor (collectively or individually, as the context may dictate, the “Guarantors” and together with the Borrower, the “Loan Parties”) and PSPIB Unitas Investments II Inc., a Canadian corporation, as Collateral and as Lender (the “Lender”), are parties to that certain Loan and Security Agreement, dated as of April 13, 2023 (as amended pursuant to that certain First Amendment to Loan and Security Agreement dated as of June 16, 2023, that certain Limited Waiver and Second Amendment to Loan and Security Agreement dated as of July 13, 2023, that certain Third Amendment to Loan and Security Agreement dated as of July 20, 2023, that certain Fourth Amendment to Loan and Security Agreement dated as of October 6, 2023, and that certain Fifth Amendment to Loan and Security Agreement dated as of February 7, 2024, and as further amended, modified, supplemented, renewed, restated or replaced from time to time, the “Existing Loan Agreement”);
WHEREAS, the Borrower has requested certain amendments to the Existing Loan Agreement, and the Lender party hereto has agreed to such amendments, subject to the terms and conditions hereof; and
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Existing Loan Agreement, as amended by this Amendment (the “Amended Loan Agreement”).
2.Amendments to Existing Loan Agreement. Subject to, and in accordance with, the terms and conditions set forth herein, including the satisfaction (or waiver by the Lender) of all conditions precedent set forth in Section 3 below, the Existing Loan Agreement is hereby amended as follows:
(i)Section 2.3(a)(ii) of the Existing Loan Agreement is hereby amended and restated as follows:
“(ii) Upon Issuance of Equity Securities. If any Borrower or Subsidiary issues any Equity Securities in one or more issuances, including pursuant to the ELOC or pursuant to any sale in one or more offerings under the registration statement filed by the Borrower with the Securities and Exchange Commission (“SEC”) on April 1, 2024 on Form S-3, File No 333-278447, once declared effective by the SEC (the “Universal Shelf”), then Borrower shall
Exhibit 10.1
promptly (and in all cases within three (3) Business Days of receipt of such funds) prepay the Loans in an aggregate amount equal to the proceeds thereof (plus any accrued interest and the applicable Prepayment Premium); provided, however, that (A) no prepayment shall be required under this Section 2.3(a)(ii) with respect to (a) aggregate gross proceeds up to $50 million received by the Borrower pursuant to the ELOC to the extent received between July 20, 2023 and December 31, 2023 (the “First Prepayment Exemption") and (b) aggregate gross proceeds up to $30 million received by the Borrower pursuant to the ELOC or the Universal Shelf between April 16, 2024 and September 30, 2024 (the “Second Prepayment Exemption”), and (B) with respect to aggregate gross proceeds up to $20 million received by the Borrower pursuant to the ELOC or the Universal Shelf subsequently to the receipt of aggregate gross proceeds of $30 million under the Second Prepayment Exemption, the additional premium included in the Prepayment Premium and equal to 10% of the amount then prepaid to the Lender for any mandatory prepayment pursuant to this Section 2.3(a)(ii) under the ELOC will not be applicable (the “Additional Prepayment Premium Exemption”). This provision shall not be deemed to permit the issuance of Equity Securities in any Borrower or Subsidiary other than the Borrower.”
3.Condition to Effectiveness. The effectiveness of this Amendment is subject to the Lender having received executed counterparts hereof from the Borrower and the Lender (the date of such satisfaction (or waiver) being the “Amendment Effective Date”).
4.Representations and Warranties. Each Loan Party hereby represents and warrants, on and as of the Amendment Effective Date and after giving effect to this Amendment, that:
(i)the representations and warranties set forth in Section 5 of the Existing Loan Agreement and in each other Loan Document are true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(ii)no event has occurred or exists that would constitute a Default or an Event of Default;
(iii)this Amendment has been duly executed and delivered by the Borrower and this Amendment and the Amended Loan Agreement constitute the legal, valid and binding obligations of Borrower, enforceable against it in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement of creditors’ rights or by general principles of equity.
(iv)the execution, delivery and performance of this Amendment and the performance by each Loan Party has been duly authorized by all necessary action on the part of Borrower and each Subsidiary. No authorization, consent, approval, license or exemption of, and no registration, qualification, designation, declaration or filing with, or notice to, any Person is, was or will be necessary to (a) the valid execution and delivery of this Amendment, or (b) the performance of Borrower’s or any Subsidiary’s obligations under this Amendment or the Amended Loan Agreement.
5.Effects on Loan Documents.
(i)On and after the effectiveness of this Amendment, each reference in any Loan Document to “the Loan Agreement” shall mean and be a reference to the Amended Loan Agreement and each
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Exhibit 10.1
reference in the Existing Loan Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a reference to the Amended Loan Agreement.
(ii)Except as specifically amended herein, all Loan Documents (including the guaranty and all Liens granted thereunder in respect of the Obligations) shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(iii)The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lender or the Collateral Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents (except as expressly provided herein) or in any way limit, impair or otherwise affect the rights and remedies of the Collateral Agent or the Lenders under the Loan Documents. This Amendment and the Amended Loan Agreement shall not constitute a novation of the Existing Loan Agreement or the other Loan Documents.
(iv)The Loan Parties and the other parties hereto hereby acknowledge and agree that, on and after the Amendment Effective Date, this Amendment shall constitute a Loan Document for all purposes of the Amended Loan Agreement.
6.CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE TERMS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY. PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAWS, EACH OF BORROWER AND LENDER HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK. BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.
7.Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
8.Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted by the Amended Loan Agreement.
9.Severability. In the event any one or more of the provisions contained in this Amendment should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
10.Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Any signature delivered by a party by facsimile or other electronic means of transmission (including email transmission of a PDF copy) shall be deemed to be an original signature hereto.
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Exhibit 10.1
11.Entire Agreement. This Amendment and the Loan Agreement as amended hereby and the other Loan Documents constitute the entire agreement, and supersede any prior agreements and contemporaneous oral agreements, of the parties concerning their subject matter.
[Signature Pages Follow]
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Exhibit 10.1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers, all as of the day and year first written above.
BORROWER:
D-WAVE QUANTUM INC.
By: /s/ Alan Baratz
Name: Alan Baratz
Title: Chief Executive Officer
Name: Alan Baratz
Title: Chief Executive Officer
[Signature Page to Sixth Amendment]
Exhibit 10.1
LENDER:
PSPIB UNITAS INVESTMENTS II INC.
as a Lender
as a Lender
By: /s/ Adam Smalley
Name: Adam Smalley
Title: Authorized Signatory
Name: Adam Smalley
Title: Authorized Signatory
By: /s/ Jonathan Ostrzega
Name: Jonathan Ostrzega
Title: Authorized Signatory
Name: Jonathan Ostrzega
Title: Authorized Signatory
[Signature Page to Sixth Amendment]
CONFIDENTIAL Exhibit 10.2
April 17, 2024
John Markovich
[*****]
Dear John,
I’m pleased to share with you the following changes with respect to your employment with D-Wave Commercial Inc. (the “Company”):
1)An increase in your Base Salary to $440,000 US per year, effective April 1, 2024, which Base Salary may be increased, from time to time, as approved by the Compensation Committee of the Board of Directors of D-Wave Quantum Inc. (“D-Wave”). For all purposes under your employment agreement, the term “Base Salary” shall refer to the Base Salary as in effect from time to time;
2)As part of our annual equity refresh program, on March 27, 2024, the Board approved under the 2022 Equity Incentive Plan of D-Wave an award of 150,000 restricted stock units. Details of the equity award will be set out in the award agreement, and will be subject to you acknowledging the award agreement.
All other terms of your employment will remain as set out in your employment agreement with the Company.
John, thank you for your continued commitment to our team.
Sincerely,
/s/ Alan Baratz
Alan Baratz
CEO
ACCEPTED BY:
/s/ John M. Markovich___
John M. Markovich
Date: April 19, 2024
D-Wave Quantum Inc. | dwavesys.com
75905470;1
CONFIDENTIAL Exhibit 10.3
April 17, 2024
Diane Nguyen
[*****]
Dear Diane,
I’m pleased to share with you the following changes with respect to your employment with D-Wave Commercial Inc. (the “Company”):
1)An increase in your Base Salary to $330,000 US per year, effective April 1, 2024, which Base Salary may be increased, from time to time, as approved by the Compensation Committee of the Board of Directors of D-Wave Quantum Inc. (“D-Wave”). For all purposes under your employment agreement, the term “Base Salary” shall refer to the Base Salary as in effect from time to time;
2)On March 27, 2024, the Board approved the following equity grants under the 2022 Equity Incentive Plan of D-Wave:
a)As part of our annual equity refresh program, an award of 80,000 restricted stock units (“RSUs”);
b)In consideration of your promotion to General Counsel effective on May 1, 2023, a promotional award of 100,000 RSUs; and
c)In consideration of your promotion to General Counsel effective on May 1, 2023, a promotional award of 100,000 stock options.
Details of the equity awards listed above will be set out in each applicable award agreement (collectively, the “Award Agreements”), and will be subject to you acknowledging the Award Agreements.
All other terms of your employment will remain as set out in your employment agreement with the Company.
Diane, thank you for your continued commitment to our team.
Sincerely,
/s/ Alan Baratz
Alan Baratz
CEO
ACCEPTED BY:
/s/ Diane Nguyen______
Diane Nguyen
Date: April 17, 2024
D-Wave Quantum Inc. | dwavesys.com
75905471;1