D-Wave Quantum Inc. current report, 16 March 2023

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D-Wave Quantum Inc. Form 8-K Summary

Business context and reporting period

This Form 8-K reports a NYSE continued-listing deficiency notified to D-Wave Quantum Inc. on March 16, 2023. The filing was signed and furnished on March 21, 2023. The company’s common stock trades on the NYSE under QBTS, and its warrants trade under QBTS.WT.

Financial metrics and liquidity

This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.

Material changes versus the prior comparable period

The filing does not present comparative financial information. The material development is that the NYSE determined the company was not in compliance with Section 802.01C of the NYSE Listed Company Manual because its common stock had an average closing price below $1.00 over 30 consecutive trading days.

Guidance, outlook, risks, and unusual items

  • The notice does not result in immediate delisting. The company’s common stock is expected to continue trading on the NYSE during the cure period, subject to compliance with other listing standards.
  • The company notified the NYSE on March 20, 2023 that it intends to cure the deficiency.
  • The company may regain compliance within six months of receiving the notice if, on the last trading day of a calendar month, its closing price is at least $1.00 and its 30-trading-day average closing price is at least $1.00.
  • The company is considering available alternatives, including a reverse stock split, which would require stockholder approval if pursued.
  • Key risks include the company’s ability to regain compliance within the applicable cure period and to continue satisfying other NYSE listing standards. The filing also refers investors to risk factors in the company’s Form S-1 filed February 13, 2023, and other SEC reports.
  • The press release furnished as Exhibit 99.1 is provided under Regulation FD and is not deemed filed for purposes of Section 18 of the Exchange Act.

Important facts for investors to verify

  1. The date and terms of the NYSE deficiency notice and the applicable six-month cure period.
  2. Whether the company’s closing price and 30-trading-day average price satisfy the NYSE’s $1.00 requirements at a qualifying month-end.
  3. Whether the company proposes a reverse stock split or another stockholder-approved action, and the related terms and vote requirements.
  4. Whether the company remains compliant with all other NYSE continued-listing standards.
  5. The risk factors and any subsequent updates in the company’s later SEC filings.