qbts-202502130001907982FALSE00019079822025-02-132025-02-130001907982us-gaap:CommonStockMember2025-02-132025-02-130001907982us-gaap:WarrantMember2025-02-132025-02-13
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): February 13, 2025
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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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| 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:
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| 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).
| | | | | | | | |
| 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 February 13, 2025, D-Wave Quantum Inc. (“D-Wave”) and the Jülich Supercomputing Centre (“JSC”) at Forschungszentrum Jülich (“FZJ”) announced that FZJ has purchased a D-WaveTM quantum computer, becoming the first high-performance computing center in the world to own a D-Wave AdvantageTM annealing quantum computing system.
With the purchase of the world's largest quantum computer, and Europe's first quantum computer with more than 5,000 qubits and 15-way connectivity, the Jülich UNified Infrastructure for Quantum computing (JUNIQ), a public quantum computing user facility deployed by JSC, gains complete access to all aspects of the system– including the ability to modify system parameters and integrate the quantum system in novel ways for new purposes. For example, this will allow it to be connected to the JUPITER exascale computer in the future, potentially enabling breakthroughs in areas such as artificial intelligence (AI) and quantum optimization. According to Prof. Thomas Lippert, director of JSC, the D-Wave Advantage system has played a pioneering role in the development of quantum optimization and D-Wave stands alone as the only quantum vendor solving real-world problems today. A copy of the press release is attached as Exhibit 99.1.
Also on February 13, 2025, D-Wave announced that it is enabling research centers, academic institutions, and governments to purchase on-premises D-Wave Advantage quantum computing systems to help customers push the boundaries of quantum-fueled experimentation, development and usage. D-Wave expects the new systems offering to drive advanced research and new discoveries in areas such as artificial intelligence (AI) and quantum simulation.
In the same press release, the Company also announced the new “Quantum Uplift” program to address the growing number of customers expressing disappointment with competitor quantum systems that are incapable of solving problems of practical value and lack reliable uptime and availability. The Quantum Uplift program offers incentives toward the purchase of a D-Wave Advantage system for any organization that is dissatisfied with their current quantum computer. D-Wave’s quantum computers are highly performant, reliable and available, helping customers solve complex problems that are beyond the reach of classical computers. A copy of the press release is attached as Exhibit 99.2.
The information in this Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, 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 |
| | Press release, dated February 13, 2025. |
| | Press release, dated February 13, 2025. |
| 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.
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Date: February 13, 2025 | D-Wave Quantum Inc. |
| | |
| By: | /s/ Alan Baratz |
| Name: | Alan Baratz |
| Title: | President & Chief Executive Officer |
Forschungszentrum Jülich Purchases D-WaveTM Quantum Computer, Becoming First High-Performance Computing Center in the World to Own D-Wave's Advantage™ System
System will be connected to JUPITER supercomputer, Europe’s first and only exascale HPC, to facilitate breakthroughs in artificial intelligence (AI) and quantum optimization applications
Palto Alto/ California, Jülich/ Germany, February 13, 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, and the Jülich Supercomputing Centre (JSC) at Forschungszentrum Jülich (FZJ) announced today that FZJ has purchased a D-Wave quantum computer, becoming the first high-performance computing (HPC) center in the world to own a D-Wave Advantage annealing quantum computing system.
With the purchase of the world's largest quantum computer and Europe's first quantum computer with more than 5,000 qubits and 15-way connectivity, the Jülich UNified Infrastructure for Quantum computing (JUNIQ), a public quantum computing user facility deployed by JSC, gains complete access to all aspects of the system– including the ability to modify system parameters and integrate the quantum system in new ways for new purposes. For example, this will allow it to be connected to the JUPITER exascale computer in the future, potentially enabling breakthroughs in areas such as artificial intelligence (AI) and quantum optimization. JUPITER, which is currently being built close to JUNIQ at the FZJ, is expected to surpass the threshold of one quintillion calculations per second. This will be the world’s first coupling of an annealing quantum computer with an exascale supercomputer, providing a first-of-a-kind opportunity for tackling the world's toughest computational problems.
JSC's system will be upgraded to D-Wave's next generation Advantage2™ quantum processor unit (QPU), once it becomes available. The Advantage2 system is expected to deliver significant performance gains with doubled coherence, increased connectivity and a 40 percent boost to the energy scale for advanced problem solving.
“The D-Wave Advantage system has played a pioneering role in the development of quantum optimization, both through its contribution to breakthrough research and the development of enterprise-grade solutions across numerous industries,” said Prof. Thomas Lippert, director of JSC.
“D-Wave stands alone as the only quantum vendor solving real-world problems today, and we’re thrilled to be the first HPC center in Europe to own its groundbreaking annealing quantum computer.”
“With D-Wave's innovative technology, the integration of the system into JUNIQ and its future coupling with the exascale supercomputer JUPITER, we will take the use of quantum technology in Jülich, and on behalf of Germany and Europe, to a new level,” said Prof. Kristel Michielsen, head of JUNIQ & Quantum Computing at JSC. “Our experts are familiar with hosting the system, and JUNIQ’s scientific users have already been able to conduct remarkable research. We look forward to the further use of D-Wave and its coupling with the new exascale supercomputer generation, which we hope will enable us to look at scientific questions in a completely new way and solve real-world problems.”
"JSC’s renowned HPC computing expertise combined with our transformational annealing quantum computing technology creates a powerful synergy,” said Dr. Alan Baratz, CEO of D-Wave. “We are excited to see the innovations and applications that we expect will continue to emerge from this important collaboration.”
Since the beginning of its collaboration with D-Wave, JUNIQ’s scientific users have successfully used the D-Wave system for their work on several occasions, including:
•In 2022, researchers from Lund University in Sweden, together with JSC scientist Dr. Sandipan Mohanty, used the annealing quantum computer to study protein folding. The results of D-Wave's calculations were considered remarkable. A better understanding of protein folding could help shed light on their role in diseases such as Alzheimer's or Parkinson's. The corresponding paper was selected as an ‘Editor’s Selection’ in the Physical Review Research.
•In Summer 2024, JSC scientists together with colleagues from Slovenia proved with D-Wave that an annealing quantum computer can directly mirror the microscopic interactions of electrons in the material – a significant advancement in the field. The research results were published in Nature Communications.
•Only recently, a team of scientists from JSC, the University of Leeds and the Institute of Science and Technology Austria succeeded in gaining important insights into quantum physical processes during the formation of the universe. For their calculations, the researchers combined the D-Wave system with a supercomputer. The results were presented in Nature Physics last week.
About the Jülich Supercomputing Centre at Forschungszentrum Jülich
JSC at Forschungszentrum Jülich provides researchers in Germany and Europe with computing time on supercomputers of the highest performance class and operates JUNIQ, a European quantum computing infrastructure. JUNIQ provides science and industry with access to state-of-the-art quantum computers, supporting early exploration and adoption of quantum computing technologies. The scientists at JSC combine outstanding expertise in the fields of high-performance computing, quantum computing and artificial intelligence, develop reliable, transparent AI tools and basic models, and are sought-after experts in science and industry. JSC is embedded in Forschungszentrum Jülich, a member of the Helmholtz Association, which employs 7,400 people and conducts interdisciplinary research for a digitised society, a climate-friendly energy system and sustainable economic activity. Research in the natural, life and technical sciences is concentrated in the fields of information, energy and bio-economy.
About D-Wave Quantum Inc.
D-Wave is a leader in the development and delivery of quantum computing systems, software, and services. We are the world’s first commercial supplier of quantum computers, and the only company building both annealing and gate-model quantum computers. Our mission is to help customers realize the value of quantum, today. Our 5,000+ qubit AdvantageTM quantum computers, the world’s largest, are available on-premises or via the cloud, supported by 99.9% availability and uptime. More than 100 organizations trust D-Wave with their toughest computational challenges. With over 200 million problems submitted to our Advantage and Advantage2TM systems to date, our customers apply our technology to address use cases spanning optimization, artificial intelligence, research and more. Learn more about realizing the value of quantum computing today and how we’re shaping the quantum-driven industrial and societal advancements of tomorrow: www.dwavequantum.com.
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
D-Wave Announces On-Premises Systems Offering to Push Boundaries of Quantum-Fueled Research and Advance Quantum + AI Development
Company sees increased interest from HPC centers, government labs, and academic institutions in D-Wave on-premises quantum systems for groundbreaking research and novel AI applications
Company introduces “Quantum Uplift” program, providing organizations dissatisfied with competitors’ quantum systems with financial incentives toward the purchase of a D-Wave Advantage system
PALO ALTO, Calif. – February 13, 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 is enabling research centers, academic institutions, and governments to purchase on-premises D-WaveTM AdvantageTM quantum computing systems to help customers push the boundaries of quantum-fueled experimentation, development and usage. Supported by today’s announcement that Forschungszentrum Jülich (FZJ) is the first high-performance computing (HPC) center in the world to purchase a D-Wave Advantage quantum system, D-Wave expects the new systems offering to drive advanced research and new discoveries in areas such as artificial intelligence (AI) and quantum simulation.
Customers have the ability to purchase on-premises D-Wave Advantage systems, the world’s largest annealing quantum computers with more than 5,000 qubits and 15-way connectivity. With tailored pricing to meet the unique requirements of each customer, the new offering includes shipping, installation, calibration and ongoing maintenance of the system to ensure optimal performance as well as assistance in setting up local hybrid quantum solvers. On-premises installation and system ownership provide customers the ability to tightly integrate with existing classical and HPC systems, leverage and tune system parameters, and take advantage of new system innovations, such as advanced analog-digital features, as they are developed. D-Wave vice president of infrastructure, Irwan Owen, is leading the systems go-to-market effort.
The Company also announced the new “Quantum Uplift” program to address the growing number of customers expressing disappointment with competitor quantum systems that are incapable of solving problems of practical value and lack reliable uptime and availability. The Quantum Uplift program offers incentives toward the purchase of a D-Wave Advantage system for any organization that is dissatisfied with their current quantum computer. D-Wave’s quantum computers are highly performant, reliable and available, helping customers solve complex problems that are beyond the reach of classical computers. More than 100 organizations trust D-Wave with their toughest computational challenges, providing them with the opportunity to realize the value of quantum computing today.
“By integrating annealing quantum computing with HPC, I predict we will see significant progress in quantum research and quantum AI development, leading to new discoveries and improved outcomes,” said Dr. Alan Baratz, CEO of D-Wave. “We are excited to empower customers with this new on-premises systems offering, helping them realize the value of quantum computing today and unlock new levels of computational performance.”
Organizations are increasingly looking to quantum computers to accelerate research, bolster national security and global competitiveness, and explore how the technology can address challenges resulting from AI's escalating power consumption. In fact, a study conducted by Hyperion Research reported that the increased focus on AI and compute-intensive technology is generating demand for on-premises quantum computers, particularly in HPC environments. Nearly 20% of respondents said that they prioritize the control, security, and immediacy provided by on-site quantum computing infrastructure.
Modern HPC environments are built with tens of thousands of graphics processing units (GPUs) working together simultaneously to perform calculations. While the GPU excels at executing AI tasks such as data mining, pattern matching, and predictions, the quantum processing unit (QPU), used in quantum computers, brings unique strengths in solving complex problems that can enhance AI capabilities and drive compute efficiencies while helping reduce power consumption.
To learn more about D-Wave on-premises quantum computing visit: https://www.dwavesys.com/solutions-and-products/systems/.
About D-Wave Quantum Inc.
D-Wave is a leader in the development and delivery of quantum computing systems, software, and services. We are the world’s first commercial supplier of quantum computers, and the only company building both annealing and gate-model quantum computers. Our mission is to help customers realize the value of quantum, today. Our 5,000+ qubit Advantage quantum computers, the world’s largest, are available on-premises or via the cloud, supported by 99.9% availability and uptime. More than 100 organizations trust D-Wave with their toughest computational challenges. With over 200 million problems submitted to our Advantage and Advantage2TM systems to date, our customers apply our technology to address use cases spanning optimization, artificial intelligence, research and more. Learn more about realizing the value of quantum computing today and how we’re shaping the quantum-driven industrial and societal advancements of tomorrow: www.dwavequantum.com.
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