Business Context and Reporting Period
This Form 8-K Current Report was filed by D-Wave Quantum Inc. on October 4, 2024. The filing addresses a regulatory notice received from the New York Stock Exchange (NYSE) regarding the Company's compliance with continued listing standards.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The report focuses exclusively on corporate governance and listing status. The filing notes that the Company's common stock (QBTS) and warrants (QBTS.WT) are registered on the NYSE.
Material Changes
- Listing Non-Compliance: On October 2, 2024, the Company received notice from the NYSE that it failed to meet Section 802.01C of the NYSE Listed Company Manual.
- Trigger Event: The non-compliance was caused by the average closing price of the Company's common stock falling below $1.00 over a consecutive 30-trading-day period.
- Immediate Status: The notice does not result in immediate delisting. The stock continues to trade on the NYSE.
Outlook, Management Commentary, and Risks
Cure Period and Strategy: The Company has a six-month period to regain compliance. To cure the deficiency, the Company must achieve a closing share price of at least $1.00 and an average closing price of at least $1.00 over a 30-trading-day period ending on the last trading day of any calendar month within the cure window.
Proposed Actions: Management intends to consider available alternatives to restore compliance, including a reverse stock split, which would require shareholder approval. If a reverse stock split is executed, the price condition is deemed cured if the price promptly exceeds $1.00 and remains above that level for 30 trading days.
Risks and Contingencies: The filing includes standard forward-looking statements warning that actual results may differ due to risks and uncertainties. The primary risk identified is the potential failure to regain compliance within the six-month period, which could lead to delisting.
Investor Verification Checklist
- Verify the current trading price of QBTS to assess proximity to the $1.00 threshold.
- Monitor upcoming shareholder meetings for proposals regarding a reverse stock split.
- Review the Company's most recent Form 10-K or 10-Q for detailed financial health and liquidity status, as this 8-K does not provide such data.
- Track the 30-day average closing price to determine if the Company can meet the cure requirements without a stock split.