D-Wave Quantum Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by D-Wave Quantum Inc. on December 9, 2024. The filing discloses the entry into a material definitive agreement to facilitate the sale of the Company's common stock.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on the terms of a new sales agreement.
Material Changes and Agreements
On December 9, 2024, the Company entered into a Sales Agreement with Needham & Company, LLC, Roth Capital Partners, LLC, B. Riley Securities, Inc., and Craig-Hallum Capital Group, LLC (collectively, the "Agents"). Key terms include:
- Offering Size: The Company may sell shares of common stock with an aggregate offering price of up to $75.0 million.
- Method: Sales will be conducted as "at-the-market" offerings on the New York Stock Exchange or other trading markets.
- Compensation: Agents are entitled to a commission of up to 3.0% of the gross sales price of shares sold.
- Flexibility: The Company is not obligated to sell any shares under the agreement.
- Termination: The agreement may be terminated by the Agents upon certain adverse events, or by either party with five business days' advance notice.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, management commentary on future performance, or specific risk factors beyond standard securities law disclaimers. The agreement is subject to the Company's existing registration statement on Form S-3 (File No. 333-278447).
Investor Verification Checklist
- Verify the current market price of D-Wave Quantum Inc. common stock (QBTS) to assess potential dilution from future sales.
- Review the Company's most recent periodic reports (10-K or 10-Q) for current cash balances and liquidity needs.
- Monitor future filings to determine if and when the Company elects to sell shares under this $75.0 million facility.
- Confirm the status of the Form S-3 registration statement referenced in the agreement.