Form 8-K - Current report

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): May 13, 2024

_____________________________________________________________

D-Wave Quantum Inc.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________________________________________


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 2.02. Results of Operations and Financial Condition.

On May 13, 2024, D-Wave Quantum Inc. (the "Company") issued a press release announcing its financial results for the fiscal first quarter ended March 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1.

In addition, on May 13, 2024, the Company posted on its website an investor presentation, which includes supplemental information relating to the Company’s financial results for the fiscal first quarter ended March 31, 2024, as well as a business and product update. A copy of the presentation is furnished herewith as Exhibit 99.2.

The information contained in this Item 2.02 to this Current Report on Form 8-K and in the accompanying exhibits is intended to be “furnished” and shall not be deemed “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, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On May 13, 2024, the Company issued a press release announcing that it has renewed its multiyear agreement with the University of Southern California to advance annealing quantum computing research and adoption. A copy of the Company’s press release is furnished herewith as Exhibit 99.3.

The information contained in this Item 7.01 to this Current Report on Form 8-K and in the accompanying exhibit is intended to be "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number									Description

99.1									Press Release issued by D-Wave Quantum Inc., dated May 13, 2024.
99.2									Investor Presentation, dated May 13, 2024.
99.3									Press Release issued by D-Wave Quantum Inc., dated May 13, 2024.
104									Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 13, 2024	By:	/s/ Alan Baratz
	Name:	Alan Baratz
	Title:	President & Chief Executive Officer

Exhibit 99.1

D-Wave Reports First Quarter 2024 Results

Q1 Revenue up 56%Year over Year

Q1 Bookings up 54% Year over Year

Gross Profit up 294% Year over Year

PALO ALTO, Calif. – May 13, 2024 – D-Wave Quantum Inc., (NYSE: QBTS) (“D-Wave” or the “Company”) a leader in commercial quantum computing systems, software, and services, today announced financial results for its first fiscal quarter ended March 31, 2024.

“D-Wave’s first quarter revenue and bookings reflect growing customer demand for quantum and hybrid quantum solutions that can drive measurable impact today,” said Dr. Alan Baratz, CEO of D-Wave. “Coupled with the significant technical milestones we’ve achieved with the Advantage2TM prototype, we believe our progress leading the commercialization of quantum through our products, customer application development and accelerating adoption is evident.”

Recent Business and Technical Highlights

•Introduced the powerful, new fast-anneal feature, which helps users perform quantum computations at unprecedented speeds, greatly reducing the impact of external disturbances such as thermal fluctuations and noise that often hinder quantum calculations. Leading industry analyst firm IDC noted that “D-Wave’s launch of the fast-anneal feature should be considered just as significant as recent logical qubit and error mitigation announcements from gate-based quantum hardware developers.”1

•Recently yielded 4800+ qubit processors for the forthcoming Advantage2 system, which comes on the heels of launching the 1,200+ qubit Advantage2 prototype and making it accessible in the LeapTM quantum cloud service earlier this year. Currently under calibration, the yielding of these 4800+ processors marks an important milestone in our Advantage2 product delivery roadmap.

•Announced a renewed multiyear partnership with the University of Southern California ("USC"); the USC Viterbi School of Engineering will continue to house a D-Wave state-of-the-art Advantage™ quantum computer, facilitating ongoing exploration and adoption of annealing quantum computing solutions for businesses, researchers, and government.

•Worked with customers on a variety of quantum-powered optimization applications including optimizing usage of solar panels in buildings; body shop scheduling for commercial vehicle production; optimizing schedules for crude oil tanker unloading at refineries; and cybersecurity.

•Announced our tenth Qubits quantum computing conference, which takes place June 17th and 18th in Boston, Massachusetts. Themed “Success, Powered by Quantum,” the conference will demonstrate how partners and customers such as Davidson Technologies, Los Alamos National Lab, Mastercard, Momentum Worldwide (part of Interpublic Group), Pattison Food Group, QuantumBasel, SavantX, Unisys and Zapata AI are using D-Wave’s innovative annealing quantum computing technology to solve complex real-world problems.

•First quarter 2024 Bookings (as defined below) totaled $4.5 million, an increase of $1.6 million, or 54%, from Q1 FY23 bookings, representing the Company’s eighth consecutive quarter of year-over-year growth in quarterly bookings.

1 IDC Link: D-Wave: Improving the Quantum Experience with the Introduction of Fast Anneal, doc #lcUS52073224, April 2024

First Quarter Fiscal 2024 Financial Highlights

•Revenue: Revenue for the first quarter of fiscal 2024 was $2.5 million, an increase of $0.9 million, or 56%, from the fiscal 2023 first quarter revenue of $1.6 million.

•Bookings1: Bookings for the first quarter of fiscal 2024 were $4.5 million, an increase of $1.6 million, or 54%, from the fiscal 2023 first quarter Bookings of $2.9 million. This represents D-Wave’s eighth consecutive quarter of year-over-year growth in quarterly bookings.

•Customers: In comparing the most recent four quarters with the immediately preceding four quarters, D-Wave had:

◦A total of 128 customers compared with a total of 113 customers;

◦75 commercial customers compared with 69 commercial customers; and

◦25 Forbes Global 2000 customers compared with 22 Forbes Global 2000 customers constituting 33% of the total number of commercial customers.

•Commercial Traction: In comparing the most recent four quarters with the immediately preceding four quarters:

◦Revenue from commercial customers increased by $2.2 million, or 51%;

◦Commercial revenue as a percentage of total revenue increased from 63% to 69%; and

◦Revenue from Forbes Global 2000 customers increased by $0.9 million, or 50%, and comprised 27% of total revenue.

•GAAP Gross Profit: GAAP gross profit for the first quarter of fiscal 2024 was $1.7 million, an increase of $1.3 million, or 294%, from the fiscal 2023 first quarter gross profit of $0.4 million, with the increase due primarily to the growth in revenue and increased operating efficiencies.

•GAAP Gross Margin: GAAP gross margin for the first quarter of fiscal 2024 was 67.3%, an increase of 40.7% from the fiscal 2023 first quarter GAAP gross margin of 26.6% with the increase due primarily to the growth in revenue and increased operating efficiencies.

•Non-GAAP Gross Profit2: Non-GAAP gross profit for the first quarter of fiscal 2024 was $1.9 million, an increase of $1.0 million, or 122%, from the fiscal 2023 first quarter non-GAAP gross profit of $0.9 million. The difference between GAAP and non-GAAP gross profit is limited to non-cash stock-based compensation and depreciation expenses that are excluded from the non-GAAP gross profit.

•Non-GAAP Gross Margin2: Non-GAAP gross margin for the first quarter of fiscal 2024 was 76.6%, an increase of 22.8% from the fiscal 2023 first quarter non-GAAP gross margin of 53.8%. The difference between GAAP and non-GAAP gross margin is limited to non-cash stock-based compensation and depreciation expenses that are excluded from the non-GAAP gross margin.

•GAAP Operating Expenses: GAAP operating expenses for the first quarter of fiscal 2024 were $19.2 million, a decrease of $5.9 million, or 24%, from the fiscal 2023 first quarter GAAP operating expenses of $25.1 million with the decrease driven primarily by a decrease of $3.0 million in non-cash stock-based compensation expense, $2.2 million in professional services and $0.5 million in marketing costs.

•Non-GAAP Adjusted Operating Expenses2: Non-GAAP adjusted operating expenses for the first quarter of fiscal 2024 were $14.8 million, a decrease of $3.0 million, or 17% from the fiscal 2023 first quarter non-GAAP adjusted operating expenses of $17.8 million with the decrease driven primarily by a decrease of $2.2 million in professional services and $0.5 million in marketing costs.

•Net Loss: Net loss for the first quarter of fiscal 2024 was $17.3 million, or $0.11 per share, a decrease of $7.1 million, or $0.09 per share, from the fiscal 2023 first quarter net loss of $24.4 million, or $0.20 per share.

•Adjusted EBITDA Loss2: Adjusted EBITDA Loss for the first quarter of fiscal 2024 was $12.9 million, a decrease of $4.0 million, or 24%, from the fiscal 2023 first quarter Adjusted EBITDA Loss of $16.9 million with the improvement due primarily to higher gross profit and lower operating expenses.

Balance Sheet and Liquidity

As of March 31, 2024, D-Wave’s consolidated cash balance totaled $27.3 million, an increase of $18.3 million, or 204%, from the fiscal 2023 first quarter consolidated cash balance of $9.0 million. As of May 10, 2024, D-Wave's consolidated cash balance was $33 million.

On April 12, 2024, D-Wave’s $175 million shelf registration statement on Form S-3 went effective. On the same date, the Company’s Equity Line of Credit ("ELOC") registration statement on Form S-3 with Lincoln Park Capital Fund, LLC also went effective. As of the effective date, the Company had $82.1 million in available capacity under the ELOC with the investment commitment running through October 2025. D-Wave’s ability to raise additional funds under the ELOC is subject to a number of conditions including having a sufficient number of registered shares and having D-Wave's stock price above $1.00 per share.

Fiscal Year 2024 Outlook

We are reiterating the full year 2024 financial guidance set forth in our March 28, 2024, fiscal 2023 fourth quarter and full year earnings press release. Our guidance is subject to various cautionary factors described below. Based on the information available on May 10, 2024, guidance for the full year 2024 is as follows:

Adjusted EBITDA

•We expect fiscal 2024 Adjusted EBITDA Loss3 to be less than the fiscal 2023 Adjusted EBITDA Loss of $54.3 million.

___________________

1“Bookings” is an operating metric that is defined as customer orders received that are expected to generate net revenues in the future. We present the operational metric of Bookings because it reflects customers' demand for our products and services and to assist readers in analyzing our potential performance in future periods.

2"Non-GAAP Gross Profit", "Non-GAAP Gross Margin", "Non-GAAP Adjusted Operating Expenses", and "Adjusted EBITDA Loss", are non-GAAP financial measures or metrics. Please see the discussion in the section “Non-GAAP Financial Measures” and the reconciliations included at the end of this press release.

3We are not able to reconcile guidance for Adjusted EBITDA Loss to its most directly comparable GAAP measure, Net Loss, and cannot provide an estimated range of net loss for such period without unreasonable efforts because certain items that impact Net Loss, including foreign exchange and the fair value of warrant liabilities, are not within our control or cannot be reasonably predicted.

Earnings Conference Call

In conjunction with this announcement, D-Wave will host a conference call on Monday, May 13, 2024, at 8:00 a.m. (Eastern Time), to discuss the Company’s financial results and business outlook. The live dial-in number is 1-800-267-6316 (domestic) or 1-203-518-9783 (international). The conference ID is “D-Wave.” Participating in the call on behalf of the Company will be Chief Executive Officer, Dr. Alan Baratz, and Chief Financial Officer, John Markovich.

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. 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.

Non-GAAP Financial Measures

To supplement the financial information presented in accordance with GAAP, we use non-GAAP measures of certain components of financial performance. Each of non-GAAP gross profit, non-GAAP gross margin, Adjusted EBITDA Loss and non-GAAP adjusted operating expenses is a financial measure that is not required by or presented in accordance with GAAP. Management believes that each measure provides investors an additional meaningful method to evaluate certain aspects of such results period over period. The Company defines each of its non-GAAP financial measures as follows:

•Non-GAAP gross profit is defined as GAAP Gross Profit less non-cash stock-based compensation expense and depreciation and amortization. We use non-GAAP gross profit to measure, understand and evaluate our core operating performance and trends and to develop short-term and long-term operating plans.

•Non-GAAP gross margin is defined as GAAP Gross Margin less non-cash stock-based compensation expense and depreciation and amortization. We use non-GAAP gross margin to measure, understand and evaluate our core business performance.

•Adjusted EBITDA Loss is defined as net loss before interest expense, income tax expense (benefit), depreciation and amortization expense, stock-based compensation, remeasurements of liability-classified warrants, and other non-recurring non-operating income and expenses. We use Adjusted EBITDA to measure the operating performance of our business, excluding specifically identified items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations.

•Non-GAAP Adjusted operating expenses is defined as operating expenses before depreciation and amortization expense, non-recurring one-time expense and non-cash stock-based compensation expense. We use non-GAAP adjusted operating expenses to measure our operating expenses, excluding items we do not believe directly reflect our core operations.

The presentation of non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the financial results prepared in accordance with GAAP, and our presentation of non-GAAP measures may be different from non-GAAP measures used by other companies. For a reconciliation of non-GAAP gross profit, non-GAAP gross margin, Adjusted EBITDA Loss and non-GAAP adjusted operating expenses to its most directly comparable GAAP measure, please refer to the reconciliations below.

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. Forward-looking statements in this press release include, but are not limited to, statements regarding the potential impact of quantum and quantum hybrid systems; the development and progress of our forthcoming Advantage2 system; the timing and content of the Qubits quantum computing conference; our ability to raise additional funds under the ELOC; the Company's reiterated 2024 financial guidance, as set out in our March 28, 2024 fiscal 2023 fourth quarter and full year earnings press release; the Company's expectations relating to 2024 Adjusted EBITDA Loss; and details of the Company's conference call in conjunction with this announcement. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, various factors beyond management’s control, including general economic conditions and other risks; our ability to expand our customer base and the customer adoption of our solutions; risks within D-Wave’s industry, including anticipated trends, growth rates, and challenges for companies engaged in the business of quantum computing and the markets in which they operate; the outcome of any legal proceedings that may be instituted against us; risks related to the performance of our business and the timing of expected business or financial milestones; unanticipated technological or project development challenges, including with respect to the cost and/or timing thereof; the performance of our products; the effects of competition on our business; the risk that we may not be able to raise additional funds under the ELOC; the risk that we will need to raise additional capital to execute our business plan, which may not be available on acceptable terms or at all; the risk that we may never achieve or sustain profitability; the risk that we are unable to secure or protect our intellectual property; volatility in the price of our securities; the risk that our securities will not maintain the listing on the NYSE; the risk that our restatement of certain previously issued audited and unaudited financial statements or material weaknesses in internal controls could negatively affect investor confidence and raise reputational issues; and the numerous other factors set forth in D-Wave’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023 and other filings with the Securities and Exchange Commission. 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.

Contacts

Investor Contact:

Kevin Hunt

ir@dwavesys.com

Media Contact:

Alex Daigle

media@dwavesys.com

D-Wave Quantum Inc.

Condensed Consolidated Balance Sheets


	March 31,		December 31,
(In thousands, except share and per share data)	2024		2023
	(Unaudited)
Assets
Current assets:
Cash	$	27,304	$	41,307
Trade accounts receivable, net	1,735		1,652
Inventories	2,079		2,078
Prepaid expenses and other current assets	2,569		2,009
Total current assets	33,687		47,046
Property and equipment, net	2,909		2,551
Operating lease right-of-use assets	7,879		8,223
Intangible assets, net	302		179
Other non-current assets	3,828		1,357
Total assets	$	48,605	$	59,356

Liabilities and stockholders' deficit
Current liabilities:
Trade accounts payable	$	1,037	$	1,465
Accrued expenses and other current liabilities	6,007		5,343
Current portion of operating lease liabilities	1,448		1,374
Loans payable, net, current	369		399
Deferred revenue, current	1,999		2,669
Total current liabilities	10,860		11,250
Warrant liabilities	4,282		1,630
Operating lease liabilities, net of current portion	6,978		7,028
Loans payable, net, non-current (including $31,100 and $31,400 as of March 31, 2024 and December 31, 2023, respectively, at fair value)	63,043		63,850
Deferred revenue, non-current	399		79
Total liabilities	$	85,562	$	83,837

Commitments and contingencies
Stockholders' deficit:
Common stock, par value $0.0001 per share; 675,000,000 shares authorized at both March 31, 2024 and December 31, 2023; 161,675,010 shares and 161,113,744 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.	16		16
Additional paid-in capital	473,870		469,081
Accumulated deficit	(500,373)		(483,061)
Accumulated other comprehensive loss	(10,470)		(10,517)
Total stockholders' deficit	(36,957)		(24,481)
Total liabilities and stockholders’ deficit	$	48,605	$	59,356

D-Wave Quantum Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)


	Three Months Ended March 31,
(In thousands, except share and per share data)		2024		2023
Revenue		$	2,465	$	1,583
Cost of revenue		806		1,162
Total gross profit		1,659		421
Operating expenses:
Research and development		8,525		10,915
General and administrative		7,566		11,296
Sales and marketing		3,084		2,900
Total operating expenses		19,175		25,111
Loss from operations		(17,516)		(24,690)
Other income, net:
Interest expense		(1,140)		(212)
Change in fair value of Term Loan		1,199		—
Gain on investment in marketable equity securities		1,660		—
Change in fair value of warrant liabilities		(2,652)		638
Other income (expense), net		1,137		(142)
Total other income, net		204		284
Net loss		$	(17,312)	$	(24,406)
Net loss per share, basic and diluted		$	(0.11)	$	(0.20)
Weighted-average shares used in computing net loss per share, basic and diluted		161,308,490		123,144,097

Comprehensive loss:
Net loss		$	(17,312)	$	(24,406)
Foreign currency translation adjustment, net of tax		47		(19)
Net comprehensive loss		$	(17,265)	$	(24,425)

D-Wave Quantum Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
(in thousands)	2024		2023
Cash flows from operating activities:
Net loss	$	(17,312)	$	(24,406)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	229		339
Stock-based compensation	3,509		6,755
Amortization of operating right-of-use assets	199		206
Non-cash interest expense	1,093		195
Change in fair value of Warrant liabilities	2,652		(638)
Change in fair value of Term Loan	(1,199)		—
Gain on marketable securities	(1,660)		—
Unrealized foreign exchange loss (gain)	(994)		84
Change in operating assets and liabilities:
Trade accounts receivable	(42)		215
Inventories	(19)		(59)
Prepaid expenses and other current assets	(559)		767
Trade accounts payable	(538)		1,858
Accrued expenses and other current liabilities	2,597		1,214
Deferred revenue	(350)		46
Operating lease liability	343		(150)
Other non-current assets	(68)		—
Net cash used in operating activities	(12,119)		(13,574)
Cash flows from investing activities:
Purchase of property and equipment	(305)		(64)
Purchase of convertible note (Note 4)	(1,000)		—
Sales of marketable equity securities (Note 4)	254		—
Expenditures for internal-use software	(67)		—
Purchase of software	(87)		(12)
Net cash used in investing activities	(1,205)		(76)
Cash flows from financing activities:
Proceeds from Lincoln Park Purchase Agreement	—		15,683
Proceeds from issuance of common stock upon exercise of stock options	8		546
Payment of tax withheld for common stock issued under stock-based compensation plans	(734)		—
Short swing profit settlement	—		244
Debt payments	—		(881)
Net cash provided by (used in) financing activities	(726)		15,592
Effect of exchange rate changes on cash and cash equivalents	47		(19)
Net increase (decrease) in cash and cash equivalents	(14,003)		1,923
Cash and cash equivalents at beginning of period	41,307		7,065
Cash and cash equivalents at end of period	$	27,304	$	8,988

D-Wave Quantum Inc.

Reconciliation of Gross Profit to Non-GAAP Gross Profit

For the Three Months Ended March 31, 2024 and 2023


	Three Months Ended March 31,
(in thousands of U.S. dollars)		2024			2023
Gross Profit		$	1,659		$	421
Gross Margin		67.3		%	26.6		%
Excluding:
Depreciation and Amortization (1)		54			54
Stock-based compensation (2)		175			377
Non-GAAP Gross Profit		$	1,888		$	852
Non-GAAP Gross Margin		76.6		%	53.8		%

(1)Depreciation and Amortization reflects the Depreciation and Amortization recorded in Cost of Revenue only, which differs from the total Depreciation and Amortization set forth in the Condensed Consolidated Statement of Cash Flows that also includes Depreciation and Amortization recorded in Operating Expenses.

(2)Stock based compensation reflects the stock based compensation recorded in Cost of Revenue only, which differs from the total stock based compensation set forth in the Condensed Consolidated Statement of Cash flows that also includes stock based compensation recorded in Operating Expenses.

D-Wave Quantum Inc.

Reconciliation of Operating Expenses to Non-GAAP Operating Expenses

For the Three Months Ended March 31, 2024 and 2023


	Three Months Ended March 31,
(in thousands of U.S. dollars)		2024		2023
Operating expenses		$	19,175	$	25,111
Excluding:
Depreciation and Amortization (1)		175		285
Stock-based compensation (2)		3,334		6,378
Non-recurring one time expenses (3)		882		680
Non-GAAP Adjusted Operating Expenses		$	14,784	$	17,768

(1)Depreciation and Amortization reflects the Depreciation and Amortization recorded in the Operating Expenses only, which differs from the total Depreciation and Amortization set forth in the Condensed Consolidated Statement of Cash Flows that also includes Depreciation and Amortization recorded in Cost of Revenue.

(2)Stock based compensation reflects the stock based compensation recorded in Operating Expenses only, which differs from the total stock based compensation set forth in the Condensed Consolidated Statement of Cash flows that also includes stock based compensation recorded in Cost of Revenue.

(3)Non-recurring professional fees and legal, consulting, and accounting fees related to capital markets activities.

D-Wave Quantum Inc.

Reconciliation of Net Loss to Adjusted EBITDA

For the Three Months Ended March 31, 2024 and 2023


	Three Months Ended March 31,
(in thousands of U.S. dollars)		2024		2023
Net loss		$	(17,312)	$	(24,406)
Excluding:
Depreciation and Amortization		229		339
Stock-based compensation		3,509		6,755
Interest (income) expense (1)		1,140		212
Change in fair value of warrant liabilities		2,652		(638)
Change in fair value of Term Loan		(1,199)		—
Gain on investment in marketable equity securities		(1,660)		—
Other (income) expense, net (2)		(1,137)		142
Non-recurring one time expenses (3)		882		680
Adjusted EBITDA		$	(12,896)	$	(16,916)

(1)Interest expense primarily reflects the accrued interest associated with the below market interest rate government loans as if they were interest-bearing at market rates of interest, the paid-in-kind interest associated with the term loan agreement with PSPIB Unitas Investments II Inc. entered into on April 13, 2023, interest and adjustments to accrued interest on the SIF Loan, and the interest and amortization of the final fee associated with the Venture Loan with PSPIB Unitas Investments II Inc. that was entered into on March 3, 2022 and repaid on August 5, 2022.

(2)Other income (expense), net consists primarily of foreign exchange gains and losses.

(3)Non-recurring professional fees and legal, consulting, and accounting fees related to capital markets activities.

QUANTUM Q1 2024 Investor Presentation

FORWARD-LOOKING STATEMENTS Certain statements in this presentation 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 presentation 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. 2 COPYRIGHT © D-WAVE

ESTABLISHED PRODUCT PORTFOLIO: • World’s largest Quantum Computer • Accessible through production-grade cloud service • World’s 3rd largest quantum IP portfolio • Demonstrated quantum supremacy GROWING COMMERCIAL ADOPTION: • 1st commercial Quantum Computing company • 30+ proven business use cases • Initial applications moving into production HIGH-VALUE CONSULTATIVE SERVICES: • 20+ successful POC engagements in 18 months • Advisory services to aid in production deployment INDUSTRY PERSPECTIVE: “By working with D-Wave and adopting quantum technology as part of our tech stack, we believe we can uncover an even greater collection of data-driven insights to deliver more relevant and effective marketing for our clients, at scale.” – Philippe Krakowsky, CEO of Interpublic Group MARKET LEADER STRONG CUSTOMER BASE THOUGHT & TECHNICAL LEADERSHIP Top three quantum patent portfolio globally 40 PhDs 220+ U.S. granted patents 100+ Pending worldwide 60+% Annealing AND Gate Over 240 scientific papers published Quantum Annealing Fifth generation system 5000+ qubits Real-Time Quantum Cloud Quantum hybrid solvers 99% up-time Open-Source Python Tools Easily configurable Simplifies use of QC & HSS Customer PS On-Ramp From application eval to production deployment (Source: GlobalData) D-WAVE AT A GLANCE 3 COPYRIGHT © D-WAVE

YIELDED NEW 4,800+ QUBIT ADVANTAGE2TM PROCESSOR We recently YIELDED 4800+ QUBIT PROCESSORS for the forthcoming Advantage2 system This milestone comes on the heels of launching the 1,200+ qubit Advantage2 prototype and making it accessible in the Leap quantum cloud service earlier this year Currently under calibration, the yielding of these 4800+ processors marks an important milestone in our Advantage2 product delivery roadmap Advantage2 is expected to fuel customer success with GREATER QUBIT COHERENCE AND CONNECTIVITY that will address even larger, more complex customer use cases Advantage System 4 COPYRIGHT © D-WAVE Z12 4800 qubits

5 COPYRIGHT © D-WAVE Fast Anneal allows users to perform COHERENT QUANTUM ANNEALING by producing anneal times fast enough to avoid thermal excitations, a dominant source of decoherence It gives users a means to explore the impact of coherence and more directly leverage coherent regime dynamics Fast-anneal was KEY TO OUR RECENT QUANTUM SUPREMACY RESULTS as well as our work published in Nature in 2023 showing a scaling advantage of annealing quantum computing over several classical heuristics approaches The feature brings that same level of speed and extended control that led to our supremacy result to academic researchers and commercial customers NEW FAST-ANNEAL FEATURE: BRINGING CUSTOMERS UNPRECEDENTED SPEEDS Coherent quantum annealing in a programmable 2,000 qubit Ising chain. King, A.D. et al., Nat. Phys. 18 (2022) “We’re excited to put our most powerful feature into the hands of users, giving them access to extended quantum states inherent in annealing that, until now, have never been available outside D-Wave's lab.” — Alan Baratz, CEO of D-Wave

TWO TECHNOLOGY LEADERS PARTNERING TO DELIVER QUANTUM GENERATIVE AI • MULTI-YEAR STRATEGIC PARTNERSHIP to develop and bring to market commercial applications combining the power of quantum + generative AI • ACCELERATED DEVELOPMENT TIMELINE supported by access to production Leap Services including hybrid and QPU solvers • JOINT GO-TO-MARKET EFFORTS with exclusive availability of applications via Leap service BUSINESS PARTNERSHIP TECHNICAL APPROACH • Developing QUANTUM GENERATIVE AI applications for multiple customer domains: drug discovery, logistics management, manufacturing optimization, and more • Harnessing COHERENT QUANTUM ANNEALING to deliver samples from quantum distributions for AI model training on customer data sets 6 COPYRIGHT © D-WAVE

RENEWED MULTIYEAR AGREEMENT WITH USC Announced a RENEWED MULTIYEAR PARTNERSHIP with the University of Southern California (USC) USC’s Viterbi School of Engineering will continue to house a D-WAVE STATE-OF-THE-ART ADVANTAGE QUANTUM COMPUTER, facilitating ongoing exploration and adoption of annealing quantum computing solutions for businesses, researchers, and government 7 COPYRIGHT © D-WAVE

NEW CUSTOMER APPLICATIONS IN DEVELOPMENT TO TACKLE REAL-WORLD OPTIMIZATION PROBLEMS BODY SHOP SCHEDULING (commercial vehicle production center) Determining vehicle production sequence to maximize the number of vehicles built in a day/shift, achieve a more flexible production process, and reduce costs by optimizing stock levels OIL TANKER UNLOADING (petroleum refining company) Identifying more efficient ways to unload and transfer oil to reduce ships’ waiting time and accelerated oil usage within the refinery to mitigate financial losses and streamline operations SOLAR PANEL UTILIZATION (European energy production and power distribution) Exploring an energy-system-planning problem that involves selecting solar panels, a battery and a grid connection to support power consumption of a building to minimize cost and optimize the power source CYBERSECURITY (global aerospace and defense manufacturer) Identify optimal series of actions an attacker could use to reach a desired state in order to enhance the responsiveness of course-of-action analysis, facilitate rapid detection and identify network vulnerabilities 8 COPYRIGHT © D-WAVE

GROWING GOVERNMENT INTEREST AND MOMENTUM WITH NEAR-TERM QUANTUM TECHNOLOGIES • Continued progress in educating governments about the value of annealing quantum computing • Congress has introduced the DEFENSE QUANTUM ACCELERATION ACT which would accelerate the Department of Defense (DoD)’s adoption of quantum computing technology, including annealing quantum computing and hybrid- quantum technologies • It creates an office with programmatic authorities to drive adoption of quantum to build near-term applications and further educate about the different types of quantum technologies • This legislation, combined with passage of the Fiscal Year 2024 NATIONAL DEFENSE AUTHORIZATION ACT which directed DoD to create a quantum pilot program, continues to show the push from Congress that the administration needs to start using quantum computing technology today, not just research it 9 COPYRIGHT © D-WAVE

QUBITS 2024: “SUCCESS, POWERED BY QUANTUM” BOSTON, JUNE 17-18, 2024 Our NINTH ANNUAL QUBITS QUANTUM COMPUTING CONFERENCE is focused on how quantum can deliver significant benefits to organizations today • Learn how the power of generative AI and quantum computing will work together to solve large-scale commercial applications • Hear from leading researchers about the performance of D-Wave’s technology versus both classical and alternative quantum technologies • Discover amazing customer success stories of quantum and hybrid-quantum applications solving real-world problems today Register now to join us in-person or online at www.qubits.com 10 COPYRIGHT © D-WAVE

2024 Q1 FINANCIAL UPDATE Significant Growth in Bookings, Revenue, Gross Profit, Commercial Traction & Cash $- $1 $2 $3 $4 $5 Q1 2023 Q1 2024 M IL LI O N S YoY Quarterly (1) $2.9M $4.5M (1) Eighth consecutive quarter of YOY growth in bookings $- $2 $4 $6 Prior LTM Most recent LTM M IL LI O N S 75 Commercial Customers including 25 Forbes Global 2000 Companies 69 Commercial Customers including 22 Forbes Global 2000 Companies $4.4M Commercial Revenue $- $1 $2 $3 Q1 2023 Q1 2024 M IL LI O N S - $1.6M $2.5M Professional Services $0.7M Pro Services $0.3M $- $10 $20 $30 $40 Q1 2023 Q1 2024 5-10-24 M IL LI O N S Cash Position (3) $27.3M $9.0M (3) As of March 31, 2024, there was $82.1M in remaining availability under the ELOC commitment through October 2025, subject to a $1.00 minimum stock price $- $1 $2 $3 $4 $5 Q4 2023 Q1 2024 M IL LI O N S $3.1M $4.5M Sequential Quarterly Bookings $6.6M $33.0M YoY Quarterly Bookings(1) (2) $- $1 $2 Q1 2023 Q1 2024 M IL LI O N S $400K $1.7M YoY Gross Profit (2) “Bookings” is an operating metric that is defined as customer orders received that are expected to generate net revenues in the future. We present the operational metric of Bookings because it reflects customers' demand for our products and services and to assist readers in analyzing our potential performance in future periods. YoY Quarterly Revenue 26.6% GPM 67.3% GPM 11 COPYRIGHT © D-WAVE

D-Wave and the University of Southern California Renew Multiyear Agreement
to Advance Annealing Quantum Computing Research and Adoption

Agreement extends USC’s hosting of a U.S.-based Advantage™ quantum system, supporting the university’s efforts to serve as an epicenter of quantum research and education

PALO ALTO, Calif. and LOS ANGELES – May 13, 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, and the University of Southern California (USC) today announced a renewed multiyear partnership. Under the agreement, the USC Viterbi School of Engineering will continue to house a D-Wave state-of-the-art Advantage™ quantum computer, facilitating ongoing exploration and adoption of annealing quantum computing solutions for businesses, researchers, and government.

The continued collaboration supports USC’s decade-long relationship with D-Wave’s annealing quantum technology, reinforcing the value it brings to USC’s quantum research efforts. Together D-Wave and USC are providing organizations with real-time access to D-Wave’s first U.S.-based system via D-Wave’s Leap™ quantum cloud service, enabling them to harness the power of annealing quantum computing to tackle real-world optimization challenges today. Featuring the highly connected Pegasus™ topology and 5,000+ qubits, the Advantage system is helping address highly complex computational problems spanning artificial intelligence (AI), logistics, manufacturing, national defense, supply chain resilience, and sustainability. Numerous research and benchmarking studies have been conducted by USC on D-Wave’s quantum hardware, producing significant results on the performance and application of annealing quantum computing, including the establishment of coherent quantum evolution at large scale, the development of quantum annealing error correction methods, and the exploration of quantum machine learning in important problems such as Higgs-boson detection.

The agreement also advances the university’s efforts to achieve the research and education objectives of USC President Carol Folt’s Frontiers of Computing “moonshot,” a more than $1 billion initiative that supports the ethical advancement of technologies such as AI, robotics and quantum computing.

“We’re thrilled to continue our partnership with USC, which has been a pioneering academic institution in quantum computing research and education,” said Dr. Alan Baratz, CEO of D-Wave. “Our long-standing relationship is built on a common commitment to pioneer advancements in quantum computing that drive monumental impact. By providing access to the only annealing quantum computing system currently available in the U.S., we’re furthering USC’s reputation as a global leader in quantum education and research while providing businesses, researchers and government agencies with the remarkable opportunity to see quantum computing’s true potential through practical applications today.”

“We are delighted to continue our relationship with D-Wave and host its cutting-edge quantum computing system,” said Yannis C. Yortsos, Dean of the USC Viterbi School of Engineering. “Together with D-Wave, we are putting quantum computing power into the hands of our researchers who want to harness this transformative technology to solve the world’s toughest challenges. Our partnership not only strengthens USC’s position as a hub for quantum computing advancement but also contributes to the growth of quantum computing ecosystem in the U.S.”

USC has been at the forefront of quantum computing research since 2011, when it established the Quantum Computing Center (QCC) at the USC Information Sciences Institute. The center has housed several generations of D-Wave’s quantum systems, enabling researchers to explore the capabilities of annealing quantum computing for a wide range of applications. Since May 2022, the QCC has been home to the first U.S.-based Advantage quantum computer. Nearly 25 million customer problems have been solved by the Advantage system at the QCC since its introduction two years ago.

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.

About USC

USC is a constellation of schools, centers and institutes where some of the brightest minds, working together in a dynamic and collaborative environment, are leading the way to the future of education and a healthier, more joyful and more sustainable Los Angeles and world. USC is an innovative private research university that blends the autonomy for exploration emblematic of a private institution with its size and resources, along with the breadth and scale of a public university.

Forward-Looking Statements

Media Contacts:

D-Wave

Alex Daigle

media@dwavesys.com

University of Southern California

Emily Gersema

gersema@usc.edu

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