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    D-Wave Quantum Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

    7/1/25 7:03:18 AM ET
    $QBTS
    EDP Services
    Technology
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    qbts-20250701
    0001907982FALSE00019079822025-07-012025-07-010001907982us-gaap:CommonStockMember2025-07-012025-07-010001907982us-gaap:WarrantMember2025-07-012025-07-01

    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): July 1, 2025
    _____________________________________________________________
    D-Wave Quantum Inc.
    (Exact Name of Registrant as Specified in Its Charter)
    _____________________________________________________________
    Delaware001-4146888-1068854
    (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:
    oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    oPre-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 classTrading Symbol(s)Name of each exchange on which registered
    Common stock, par value $0.0001 per shareQBTSNew York Stock Exchange
    Warrants, each whole warrant exercisable for 1.4541326 shares of common stock at an exercise price of $11.50QBTS.WTNew 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 companyx
    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.
    o



    Item 7.01 Regulation FD Disclosure.
    On July 1, 2025, D-Wave Quantum Inc. (“Company”) announced that it has successfully completed sales of $400 million in gross proceeds of its common stock pursuant to its previously disclosed $400 million "at-the-market" equity offering program (the “ATM Program”). The $400 million ATM Program, that commenced on June 11th and ended on June 27th, was completed at an average price per share of $15.18. This average price represents a $9.08 or 149% premium to the $6.10 average price per share of the most recent $150M ATM Program that was completed in January of this year. The proceeds from this offering bring the Company’s current cash balance to approximately $815 million. The Company intends to use the proceeds from this financing primarily for strategic acquisitions and general corporate purposes including additional working capital and capital expenditures. A copy of the press release is attached as Exhibit 99.1.
    The information in this Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

    Item 9.01 Financial Statements and Exhibits.
     
    (d) Exhibits
     
    Exhibit No. Description
    99.1
     Press release, dated July 1, 2025.
    104Cover Page Interactive Data File (embedded within the Inline XBRL document).







    SIGNATURES
               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.

    Date: July 1, 2025
    D-Wave Quantum Inc.
    By:
    /s/ Alan Baratz
    Name:
    Alan Baratz
    Title:
    President & Chief Executive Officer



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