qbts-20241122

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): November 22, 2024

_____________________________________________________________

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)

_____________________________________________________________

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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:

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).


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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment to the Board of Directors

On and effective November 22, 2024, the Board of Directors (the “Board”) of D-Wave Quantum Inc. (the “Company”) appointed Sharon Holt as a Class I director to hold office until her successor is duly elected or until the expiry of Class I directors’ term at the Company’s 2026 annual meeting of the stockholders. Ms. Holt will be compensated on the same basis as all other non-employee directors of the Company, as described under “Executive and Director Compensation” in the Company’s Proxy Statement for its 2024 Annual Meeting of Stockholders. Ms. Holt will serve on the Audit Committee of the Board.

Ms. Holt, is the co-founder and has served as a principal at Fraser Stuart Ventures, LLC, a private investment and advisory firm since February 2016. Since June 2019, she has served as a director on the board of directors of Infinera Corporation, a publicly traded industry-leading supplier of intelligent transport network solutions ("Infinera"). She also serves as the chair of Infinera’s compensation committee and previously served as the chair of Infinera's nominating and governance committee. From August 2016 to May 2021, she served on the board of directors of Immersion Corporation, a publicly traded developer of haptics technology for cellphones and other devices, having served as the chairman of the board, lead independent director, the chair of the nominating and governance committee, the chair of the compensation committee and a member of the audit committee. She has also served as an advisor to several technology companies since 2012. From 2004 to 2012, Ms. Holt was a senior executive at Rambus Inc., a leading technology development and licensing company, where she served as Senior Vice President of Sales, Licensing and Marketing and Senior Vice President and General Manager of the Semiconductor Business Group. From 1999 to 2004, Ms. Holt served as an executive at Agilent Technologies in the Semiconductor Products Group (now Broadcom), where her last position was Vice President & General Manager of Americas Field Operations, overseeing sales and technical support operations for the semiconductor business, including ASICs, ASSPs, optical and wireless ICs. Prior to that, she ran sales operations focused on Agilent’s largest global customers. From 1986 to 1999, Ms. Holt held various positions at HP in Applications Engineering, Sales, and Distribution Channel Management for the Semiconductor Products Group. Ms. Holt received a bachelor’s degree in Electrical Engineering from Virginia Polytechnic Institute and State University (Virginia Tech).

There are no transactions between Ms. Holt and the Company that would be reportable under Item 404(a) of Regulation S-K. A copy of the press release announcing the appointment of Ms. Holt as director of the Company is attached as Exhibit 99.1 to this Report, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Press release, dated November 25, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.


Date: November 25, 2024	D-Wave Quantum Inc.

	By:	/s/ Alan Baratz
	Name:	Alan Baratz
	Title:	President & Chief Executive Officer

D-Wave Names Sharon Holt to Board of Directors

Board appointment further supports company’s aggressive go-to-market efforts amid accelerating adoption of its annealing quantum computing solutions

PALO ALTO, Calif. --- November 25, 2024 -- D-Wave Quantum Inc. (NYSE: QBTS), a leader in quantum computing systems, software, and services and the world’s first commercial supplier of quantum computers, today announced the appointment of Sharon Holt to its board of directors. The appointment comes on the heels of the October 2024 additions of John DiLullo and Rohit Ghai to the D-Wave board, as the company continues to usher in the era of commercial quantum computing.

Holt is a seasoned technology executive, investor, and board director with extensive global industry experience in semiconductors, embedded technologies, and intellectual property. Her executive roles have spanned business unit leadership, P&L ownership, business development, sales, marketing and engineering. Holt has served as a principal at Fraser Stuart Ventures, LLC, a private investment and advisory firm since 2016. Prior to that, she served as senior vice president and general manager of the semiconductor business group at Rambus Inc., a leading technology development and licensing company. Prior to Rambus, Holt held executive roles at Agilent Technologies and HP. She serves on the board of directors of Infinera Corp., a publicly traded industry-leading supplier of intelligent transport network solutions, and previously served as chairman of the board of directors of Immersion Corporation, a publicly traded developer of haptics technology for cell phones and other devices.

“We’re witnessing the onset of a new era of computation, as quantum shifts from an experimental technology to an essential solution for any organization looking to solve its toughest problems,” said Holt. “As the world’s first commercial quantum computing company, D-Wave is at the forefront of this quantum transformation, and I’m looking forward to supporting the company as it helps customers harness the power of quantum for measurable impact today.”

“We’re excited to welcome Sharon to the D-Wave board, as the company aggressively increases its efforts to fuel the global adoption of annealing quantum computing,” said Steve West, chair of the D-Wave board. “Her proven business leadership coupled with a background in successful go-to-market strategies are well-suited for maximizing impact of the company’s growth initiatives.”

“D-Wave’s opportunity is significant, supported by remarkable product development, rapidly growing customer adoption and ongoing scientific advancements,” said Dr. Alan Baratz, CEO of D-Wave. “Sharon’s addition to the board is perfectly timed to help the company capitalize on its immediate advantages while building a solid and profitable business for the long-term.”

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 modelling. 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.

Media Contact:

D-Wave Alex Daigle

[email protected]

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