UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K
 

CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): October 6, 2023

 
D-Wave Quantum Inc.
(Exact Name of Registrant as Specified in Its Charter)
 

Delaware
001-41468
88-1068854
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
2650 East Bayshore Road
Palo Alto, California
94303
(Address of principal executive offices)
 
(604) 630-1428
(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common stock, par value $0.0001 per share
  
QBTS
  
New York Stock Exchange
Warrants, each whole warrant exercisable for 1.4541326 shares of common stock at an exercise price of $11.50
  
QBTS.WT
   New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
   ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
   ☐

Item 1.01
Entry into a Material Definitive Agreement.

On October 6, 2023, D-Wave Quantum Inc. (the “Company”) entered into the Fourth 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”).

Under the Amendment, the deadline for the Company to deliver to PSPIB a board-approved operating budget and plan for the Company’s fiscal years 2023 through 2027 was extended to December 31, 2023. In addition, the Amendment extended the period for which no prepayment of the advances under the Term Loan is required with respect to aggregate gross proceeds of up to $50,000,000 received pursuant to share issuances under the ELOC (as defined in the Term Loan) to proceeds received prior to December 31, 2023.

The Amendment also makes other changes to the Term Loan, such as clarifying the meaning of certain defined terms.

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 9.01.
Financial Statements and Exhibits.
 
(d)  Exhibits

Exhibit Number
Description
   
Fourth Amendment to Loan and Security Agreement, dated as of October 6, 2023, by and between PSPIB Unitas Investments II Inc. and D-Wave Quantum Inc.
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
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: October 11, 2023
By:
/s/ Alan Baratz
 
Name:
Alan Baratz
 
Title:
President & Chief Executive Officer