8-K

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): April 4, 2023

D-Wave Quantum Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-41468	84-1068854
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3033 Beta Avenue

Burnaby, British Columbia

Canada

V5G 4M9

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation from the Board of Directors

On April 4, 2023, Eduard van Gelderen provided D-Wave Quantum Inc. (the "Company") with a written notice of resignation as a director on the Company's Board of Directors (the "Board"), effective as of April 4, 2023. His resignation is not due to any disagreement with the Company regarding any matter relating to the Company’s operations, policies or practices.

Appointment to the Board of Directors

In connection with Mr. van Gelderen's resignation from the Board, on April 4, 2023, the Board appointed Ziv Ehrenfeld to serve as a director for the remainder of the full term of Mr. van Gelderen, effective immediately. While Mr. Ehrenfeld has not yet been named to any of the Board's committees, the Board, upon the expected recommendation of the Nominating and Governance Committee, is expected to appoint Mr. Ehrenfeld to the Board's Compensation Committee.

There is no arrangement or understanding pursuant to which Mr. Ehrenfeld was selected as a director. There are no related party transactions between the Company and Mr. Ehrenfeld that are reportable under Item 404(a) of Regulation S-K.

As a result of his appointment to the Board, Mr. Ehrenfeld and the Company have entered into the Company's standard form of Director & Officer Indemnification Agreement which, among other matters, provides that the Company will indemnify its directors and officers for certain expenses, including attorneys' fees, judgments, fines and settlement amounts incurred  by a director or officer in any action or proceeding arising out of their service as the Company's director or officer or any other company or enterprise to which the person provides services at its request. The Company's standard form of Director & Officer Indemnification Agreement is filed as Exhibit 10.36 to the Company's Form S-4/A filed on May 27, 2022. Mr. Ehrenfeld is not eligible to be compensated for his Board position with the Company, including any position on Committees of the Board.

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 10, 2023	By:	/s/ Alan Baratz
	Name:	Alan Baratz
	Title:	President & Chief Executive Officer

XML

Document and Entity Information	Apr. 04, 2023
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 04, 2023
Entity File Number	001-41468
Entity Registrant Name	D-Wave Quantum Inc.
Entity Central Index Key	0001907982
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-1068854
Entity Address, Address Line One	3033 Beta Avenue
Entity Address, City or Town	Burnaby
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V5G 4M9
City Area Code	604
Local Phone Number	630-1428
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	QBTS
Security Exchange Name	NYSE
Warrants, each whole warrant exercisable for 1.4541326 shares of common stock at an exercise price of $11.50 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for 1.4541326 shares of common stock at an exercise price of $11.50
Trading Symbol	QBTS.WT
Security Exchange Name	NYSE