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): June 17, 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 7.01			Regulation FD Disclosure.

On June 17, 2024, D-Wave Quantum Inc. (“D-Wave”) issued a press release announcing the launch of a new hybrid quantum solver for nonlinear programs, enabling customers to confront real-world problems of growing complexity. The solver supports up to two million variables and constraints and is expected to help D-Wave’s customers tackle their previously intractable workforce, manufacturing, and logistics optimization problems. D-Wave unveiled the solver today at its global Qubits 2024 user conference. A copy of the press release is attached as Exhibit 99.1.

Also on June 17, 2024, D-Wave and Davidson Technologies, Inc. (“Davidson Technologies”), a technology services company that provides innovative engineering, technical and management solutions for the U.S. Department of Defense, aerospace and commercial customers, issued a press release announcing the forthcoming placement of the second U.S.-based D-Wave AdvantageTM quantum computer. Located at Davidson Technologies’ new global headquarters in Huntsville, AL, the system will eventually be housed in a secure facility developed to run sensitive applications using quantum computing technology. 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 Exhibits 99.1 and 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
99.1						Press release, dated June 17, 2024.
99.2						Press release, dated June 17, 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: June 17, 2024	D-Wave Quantum Inc.

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

Exhibit 99.1

D-Wave Introduces New Hybrid Quantum Solver at Qubits 2024 To Tackle Customers’ Previously Intractable Workforce, Manufacturing, and Logistics Optimization Problems

PALO ALTO, Calif. – June 17, 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, will announce today at its global Qubits 2024 user conference the launch of a new hybrid quantum solver for nonlinear programs, enabling customers to confront real-world problems of growing complexity. Available now through D-Wave’s Leap™ quantum cloud service, D-Wave believes the new solver will help customers solve complex optimization problems of increased scale, pushing past limits of previously available technologies.

The solver supports up to two million variables and constraints, with a tenfold increase in problem size capacity over other D-Wave solvers for certain applications, according to preliminary benchmarking studies. It is part of D-Wave’s expanding set of commercial quantum optimization offerings, supporting the company’s aggressive go-to-market (GTM) growth strategy announced earlier this year. Comprising a combination of hardware, software and professional services, D-Wave’s solutions are designed to dramatically boost time-to-solution for organizations looking to optimize operational processes and performance.

Ready-to-Use Solutions for Workforce, Manufacturing, and Logistics Problems

Real-world problems such as production scheduling have complex interactions between variables. D-Wave’s new solver excels at handling nonlinear relationships, where the effect of changes to variables on solution quality is complex, giving it an edge over solvers limited to linear relationships. Its user-friendly experience simplifies the translation of real-world problems into hybrid quantum problem-solving methods, and is exceptionally flexible, supporting a wide range of problems more accurately to deliver better results.

These problems include:

•Optimized workforce scheduling for improved employee experience: Industries with large hourly workforces and/or 24/7 operations can implement more streamlined staffing processes, increase productivity, and reduce costs while ensuring compliance with labor laws and employee preferences.

•Enhanced production scheduling to improve customer satisfaction: Manufacturers looking to minimize total completion time and maximize throughput can better meet customer demands by determining the best sequence of tasks in an assembly line — all while considering factors like machine availability, processing times, and due dates.

•Efficient and more sustainable logistics routing: Commercial trucking fleets, promotional tour operators, and others seeking to minimize drive time, manage fuel consumption, and address carbon emissions can reduce costs and improve fleet utilization by optimizing routes. According to preliminary internal D-Wave benchmarking studies, the new hybrid quantum solver can find feasible routes for up to 10 times more cities than previous D-Wave solutions when used on a similar scenario — the Traveling Salesperson Problem — a classic example of a challenging combinatorial optimization problem.

Customer Success with Quantum Optimization

Hybrid solvers have been shown to improve solutions to complex optimization problems by bringing together quantum and classical computing resources to explore vast solution spaces more adeptly, and pinpoint answers that are more difficult to calculate than using classical computing methods alone. Over the past year, D-Wave has seen customer use of its hybrid solver portfolio nearly double, which the company believes highlights the growing marketing demand for quantum optimization technology.

“We are confident that this solver will simplify and accelerate customers’ journey to successful quantum technology adoption, helping them more quickly drive return-on-investment, and gain a competitive edge,” said Dr. Alan Baratz, CEO of D-Wave. “Many organizations are recognizing that their most complex computational problems go well beyond the capabilities of existing solutions. They’re adopting hybrid quantum solutions to find better answers to transform operations faster and improve the bottom line.”

“From a logistics standpoint, so many elements go into making our experiences successful. We partnered with D-Wave to tackle the logistics for our large-scale tours and events in a whole new way,” said Jason Snyder, global chief technology officer at Momentum Worldwide. “It's not just about doing things faster or cheaper, but also about being smarter and more sustainable in our approach. For our work, it has helped us make significant progress toward more sophisticated, efficient, and eco-friendly operation models.”

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.

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

Exhibit 99.2

D-Wave to Deploy Second US-Based Advantage™ Quantum Computer at New Davidson Technologies Global Headquarters

System expected to become first in the U.S. certified for sensitive applications using annealing quantum computing

PALO ALTO, Calif. and HUNTSVILLE, Ala. – June 17, 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 Davidson Technologies, Inc., a technology services company that provides innovative engineering, technical and management solutions for the U.S. Department of Defense, aerospace and commercial customers, today announced the forthcoming placement of the second US-based D-Wave Advantage quantum computer. Located at Davidson Technologies’ new global headquarters in Huntsville, AL, the system will eventually be housed in a secure facility developed to run sensitive applications using quantum computing technology.

Initially the Advantage system at Davidson will be accessible to all D-Wave customers located in select countries via the Leap™ real-time quantum cloud service. Once the secure facility is established, the system may be exclusively dedicated for sensitive application development and operations. Building on the companies’ existing relationship, the system placement marks an important advancement of the partnership, as D-Wave and Davidson increase efforts to accelerate quantum computing adoption and technology among government agencies, especially in the area of national security.

“Davidson has a track record of embracing emerging and advanced technologies to address unique and critical national defense challenges and protect our nation’s interests,” said Dr. Alan Baratz, CEO of D-Wave. “By placing an Advantage quantum computing system onsite at Davidson’s headquarters and creating a unique environment for operation, we’re opening up opportunities to tackle the US government’s most pressing computational problems.”

“By housing the second US-based Advantage quantum computer at our facility in Huntsville, we will provide our government customers with unprecedented access to quantum computing technology in our facility,” said Dale Moore, President of Davidson Technologies. “We’re honored to host a D-Wave Advantage computer and believe this will greatly advance quantum’s role in national security, as we support the critical mission of defending the U.S. and its allies, both at home and abroad.”

About Davidson Technologies, Inc.

For more than 25 years, Davidson has distinguished itself in the aerospace and missile defense industry with an outstanding reputation for performance excellence. Specifically, the company is recognized for innovation and subject matter expertise dedicated to the mission and the Warfighter by designing and delivering advanced, intelligent technology solutions in defense of our Nation.

About D-Wave Quantum Inc.

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 possibility that the D-Wave Advantage quantum computer will never be installed at Davidson Technologies’ headquarters as well as 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:

Davidson Technologies

David Wood

DavidWood@davidson-tech.com

D-Wave

Alex Daigle

media@dwavesys.com

Cover	Jun. 17, 2024
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	Jun. 17, 2024
Entity Registrant Name	D-Wave Quantum Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41468
Entity Tax Identification Number	88-1068854
Entity Address, Address Line One	2650 East Bayshore Road
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94303
City Area Code	604
Local Phone Number	630-1428
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001907982
Amendment Flag	false
Common Stock
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	QBTS
Security Exchange Name	NYSE
Warrant
Entity Listings [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for 1.4541326 shares of common stock at an exercise price of $11.50
Trading Symbol	QBTS.WT
Security Exchange Name	NYSE