Business Context and Reporting Period
This Form 8-K Current Report was filed by D-Wave Quantum Inc. on January 10, 2025. The filing discloses the entry into a Material Definitive Agreement regarding a new equity sales program.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the terms of a new securities offering agreement.
Material Changes and New Agreements
On January 10, 2025, the Company entered into a Sales Agreement with multiple agents (Needham & Company, LLC, Stifel, Nicolaus & Company, Incorporated, B. Riley Securities, Inc., Roth Capital Partners, LLC, The Benchmark Company, LLC, and Craig-Hallum Capital Group, LLC). Key terms include:
- Offering Size: The Company may sell up to $150.0 million of its common stock from time to time.
- Sale 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.
- Registration: The offering is pursuant to an effective Form S-3 registration statement (File No. 333-284020), expanded via a Form S-3MEF filed on the same date.
- Termination: The agreement may be terminated by the Company or Agents with five business days' advance notice, or by mutual agreement.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, management commentary on future operations, or specific risk factors beyond standard securities law disclaimers. The Company is not obligated to sell any shares under this agreement. The document notes that the Sales Agreement is incorporated by reference and should be read in conjunction with the Company's periodic reports for factual information regarding the business.
Investor Verification Checklist
- Verify the current market price of D-Wave Quantum Inc. common stock (QBTS) to assess potential dilution impact from the $150.0 million offering.
- Review the Company's most recent 10-K or 10-Q filings to understand current cash reserves and the necessity of this capital raise.
- Monitor future filings for actual sales volumes and proceeds generated under this Sales Agreement.
- Check the effective date and scope of the underlying Form S-3 registration statement (File No. 333-284020).