8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 6, 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)

_____________________________________________________________

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 7.01 Regulation FD Disclosure.

On November 6, 2024, D-Wave Quantum Inc. (“D-Wave”) announced that it has completed the calibration and benchmarking of a 4,400+ qubit Advantage2™ processor. This milestone marks a significant step forward in D-Wave’s ongoing development of its sixth-generation annealing quantum computing system. The latest Advantage2 processor shows substantial performance gains over the current AdvantageTM system in solving customers’ complex computational problems in areas such as optimization, AI, and materials science.

Compared with the current Advantage system, the 4,400+ qubits Advantage2 processor delivers significant improvements including: doubled coherence time, which drives faster time to solution; a 40% increase in energy scale, delivering higher-quality solutions; and an increase from 15 to 20-way qubit connectivity, enabling solutions to larger problems. 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

Exhibit No.	Description
99.1	Press release, dated November 6, 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 6, 2024	D-Wave Quantum Inc.
	By:	/s/ Alan Baratz
	Name:	Alan Baratz
	Title:	President & Chief Executive Officer

Document

D-Wave Achieves Significant Milestone with Calibration of 4,400+ Qubit Advantage2 Processor

New processor delivers exceptional performance gains over current Advantage system with doubled coherence and 40% increase in energy scale for advanced problem solving

PALO ALTO, Calif. – November 6, 2024 – 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 completed the calibration and benchmarking of a 4,400+ qubit Advantage2™ processor. This milestone marks a significant step forward in D-Wave’s ongoing development of its sixth-generation annealing quantum computing system. The latest Advantage2 processor shows substantial performance gains over the current AdvantageTM system in solving customers’ complex computational problems in areas such as optimization, AI, and materials science.

Recent performance benchmarks demonstrate that the 4,400+ qubit Advantage2 processor is computationally more powerful than the current Advantage system, solving a range of problems – including 3D lattice problems common in materials science – 25,000 times faster. The processor also delivers five times better solutions on problems requiring a high degree of precision. Furthermore, it surpasses the current Advantage system in 99% of tests on satisfiability problems, highlighting its capabilities across a wide range of quantum applications.

Compared with the current Advantage system, the 4,400+ qubits Advantage2 processor delivers significant improvements in:

•Qubit coherence time: doubled, which drives faster time to solution

•Energy scale: increased by 40% to deliver higher-quality solutions

•Qubit connectivity: increased from 15 to 20-way connectivity to enable solutions to larger problems

“Our strategic decision to focus development efforts on enhancing the connectivity and coherence of our next annealing quantum computing system has proven successful,” said Trevor Lanting, chief development officer at D-Wave. “We’re thrilled with the performance of our recently calibrated processor, and we believe this technology will deliver amazing results for our customers, solving bigger and more complex problems.”

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. With its Quantum Center of Excellence located near Vancouver, Canada, D-Wave's global operations are based in Palo Alto, CA.

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 Contacts:

D-Wave

Alex Daigle

media@dwavesys.com