D-Wave Quantum Inc. Files 8-K: Agreements, Personnel Changes

TL;DR

DWAVE filed an 8-K detailing new financial obligations and executive shakeups.

AI Summary

D-Wave Quantum Inc. announced on April 16, 2024, the entry into a material definitive agreement related to a direct financial obligation. The company also reported the departure of directors or certain officers, the election of new directors, and the appointment of certain officers, along with compensatory arrangements for these officers. Financial statements and exhibits were also filed.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in officers/directors, which can introduce uncertainty and potential risks.

Key Players & Entities

• D-Wave Quantum Inc. (company) — Registrant
• April 16, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share QBTS New York Stock Exchange
• $11.50 — of common stock at an exercise price of $11.50 QBTS.WT New York Stock Exchange Indic
• $30 million — ct to aggregate gross proceeds of up to $30 million received by the Company pursuant to the
• $20 million — spect to aggregate gross proceeds up to $20 million received by the Company pursuant to the
• $440,000 — d Mr. Markovich's annual base salary to $440,000 per annum, effective as of April 1, 202
• $330,000 — ased Ms. Nguyen's annual base salary to $330,000 per annum, effective as of April 1, 202

Filing Documents

• qbts-20240416.htm (8-K) — 43KB
• qbts-20240419xexx101.htm (EX-10.1) — 34KB
• a20240419markovichjohnsala.htm (EX-10.2) — 8KB
• a20240417nguyendianesalary.htm (EX-10.3) — 9KB
• image_1.jpg (GRAPHIC) — 4KB
• image_11.jpg (GRAPHIC) — 4KB
• 0001907982-24-000052.txt ( ) — 281KB
• qbts-20240416.xsd (EX-101.SCH) — 2KB
• qbts-20240416_def.xml (EX-101.DEF) — 15KB
• qbts-20240416_lab.xml (EX-101.LAB) — 27KB
• qbts-20240416_pre.xml (EX-101.PRE) — 16KB
• qbts-20240416_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 16, 2024, D-Wave Quantum Inc. (the "Company") entered into the Sixth Amendment to Loan and Security Agreement (the "Amendment") with PSPIB Unitas Investments II Inc. ("PSPIB") amending certain provisions to the Loan and Security Agreement dated as of April 13, 2023, by and among the Company and its subsidiaries and PSPIB, as amended (the "Term Loan"). The Amendment provides for an additional period for which no prepayment of the advances under the Term Loan is required with respect to aggregate gross proceeds of up to $30 million received by the Company pursuant to the share issuances under the ELOC or the Universal Shelf (as defined in the Term Loan) between April 16, 2024 and September 30, 2024 (the "Second Prepayment Exemption"). Additionally, the Amendment allows for an additional prepayment premium exemption with respect to aggregate gross proceeds up to $20 million received by the Company pursuant to the ELOC or the Universal Shelf subsequently to the receipt of aggregate gross proceeds of $30 million under the Second Prepayment Exemption. Under such additional prepayment premium exemption, the additional premium included in the Prepayment Premium (as defined in the Term Loan) and equal to 10% of the amount then prepaid to PSPIB for any mandatory prepayment pursuant to Section 2.3(a)(ii) under the ELOC will not be applicable. The above description of the material terms of the Amendment is qualified in its entirety by the Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference into this Current Report on Form 8-K. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Sixth Amendment to Loan and Security Agreement, dated as of April 16, 2024, by and between PSPIB Unitas Investments II Inc. and D-Wave Quantum Inc. 10.2# Amendment to the Full-Time Employment Agreement, dated as of August 20, 2021, between D-Wave Commercial Inc. and John Markovich, dated April 19, 2024. 10.3# Amendment to the Full-Time Employment Agreement, dated as of March 4, 2022, between D-Wave Commercial Inc. and Diane Nguyen, dated April 17, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Certain portions of this exhibit (indicated by "[*****]") have been redacted pursuant to Regulation S-K, Item 601(a)(6). # Indicates management contract or compensatory plan or arrangement. SIGNATURE 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. D-Wave Quantum Inc. Dated: April 19, 2024 By: /s/ Alan Baratz Name: Alan Baratz Title: President & Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR