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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): August 8, 2024
_____________________________________________________________
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 x
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 2.02. Results of Operations and Financial Condition.

On August 8, 2024, D-Wave Quantum Inc. (the "Company") issued a press release announcing its financial results for the fiscal second quarter ended June 30, 2024. A copy of the press release is furnished herewith as Exhibit 99.1.

In addition, on August 8, 2024, the Company posted on its website an investor presentation, which includes supplemental information relating to the Company’s financial results for the fiscal second quarter ended June 30, 2024, as well as a business and product update. A copy of the presentation is furnished herewith as Exhibit 99.2.
The information contained in this Item 2.02 to this Current Report on Form 8-K and in the accompanying exhibits is intended to be “furnished” and shall not be deemed “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, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number Description
Press Release issued by D-Wave Quantum Inc., dated August 8, 2024.
Investor Presentation, dated August 8, 2024.
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: August 8, 2024
By: /s/ Alan Baratz
Name: Alan Baratz
Title: President & Chief Executive Officer

EX-99.1 2 qbts-20240808xexx991.htm EX-99.1 Document
Exhibit 99.1
D-Wave Reports Second Quarter 2024 Results
Q2 Revenue up 28% Year over Year
Q2 Bookings up 6% Year over Year
GAAP Gross Profit up 97% Year over Year

PALO ALTO, Calif. – August 8, 2024 – D-Wave Quantum Inc., (NYSE: QBTS) (“D-Wave” or the “Company”) a leader in commercial quantum computing systems, software, and services, today announced financial results for its second fiscal quarter ended June 30, 2024.
“Our second quarter results show continued traction on all fronts - revenue, bookings, customer acquisition, liquidity and technical advancements,” said Dr. Alan Baratz, CEO of D-Wave. “There is rapidly growing awareness of annealing quantum computing and its ability to deliver business benefits today, and the market is responding. This is further strengthened by our product development activities in hardware (Advantage2 prototype), software (new nonlinear hybrid solver and fast anneal feature), and Quantum Artificial Intelligence. Our momentum as one of the few companies in the world leading the quantum transformation is evident.”
Recent Business and Technical Highlights
•Announced a Quantum AI product development roadmap that extends D-Wave’s Leap™ quantum cloud service for AI and machine learning. The focus will be on helping customers address a variety of AI/ML workloads including pre-training optimization, more accurate and efficient model training, and opening new AI business use cases that require the integration of AI and business optimization, such as quantum supply chain optimization in support of AI-predicted product demand requirements.
•Announced a significant expansion to our commercial partnership with Zapata AI, designed to accelerate the development and delivery of integrated quantum and generative AI solutions in D‑Wave’s Leap cloud platform, as part of the Quantum AI product roadmap. The new agreement leverages Zapata’s proprietary Universal Generative AI software for rapid development and builds upon D-Wave’s Leap real‑time quantum cloud service to support quantum, hybrid quantum, and classical AI solutions.
•Announced the forthcoming placement of a second US-based D-Wave Advantage quantum computer. This system will be the fourth production quantum computer in the Leap quantum cloud service. Located at Davidson Technologies’ new global headquarters in Huntsville, AL, the system will eventually be housed in a secure facility developed to run sensitive applications using D-Wave’s quantum computing technology.
•Nearing completion of calibrating a 4800+ qubit Advantage2 processor as the next milestone on the path toward the 7000+ qubit Advantage2 product. This comes on the heels of launching the 1,200+ qubit Advantage2 prototype and making it accessible in D-Wave’s Leap quantum cloud service earlier this year.
•Launched a new hybrid quantum solver for nonlinear programs, enabling customers to confront real-world problems of growing complexity. Available now in the D-Wave’s Leap™ quantum cloud service, the new solver supports up to two million variables and constraints, with a tenfold increase in problem size capacity over other D-Wave solvers for certain applications, according to preliminary benchmarking studies. In addition, the company introduced new demos of applications built with the nonlinear program solver, addressing vehicle routing and flow shop scheduling.
•Ongoing development of new control protocols designed to let users perform expanded and richer quantum simulations:
•Fast anneal: A new feature introduced in April that helps users perform quantum computations at unprecedented speeds, greatly reducing the impact of external disturbances such as thermal fluctuations that can hinder quantum calculations. Customers have already submitted 2.5 million problems using this feature since its launch.
•Cyclic annealing: Research and development of cyclic and iterative annealing protocols to potentially extend the coherent regime across multiple cycles, which could provide the same performance benefit that would result from much longer coherence times.
•Bell's inequality violation: Leveraging novel Quantum Processing Unit (QPU) control protocols, we have been able to show a violation of Bell’s inequality, a widely recognized signature of quantum behavior, in the fabric of our annealing QPUs. With these new controls, we can produce targeted qubit excitations and analyze and read out qubit state in an arbitrary basis midway through the annealing process, enabling us to explore both digital and analog quantum computing protocols in the same processing fabric. This potentially opens up important new application opportunities.
•Worked with customers on a variety of quantum-hybrid applications including:
◦Ford Otosan: Developed a solution to generate a dynamic build-list sequencing schedule that maximizes vehicle production for the body shop. The resulting quantum optimization application was able to schedule 1,000 vehicles per run in under 5 minutes, compared to 30 minutes using the current process.
◦Hermes Germany: Exploring a vehicle routing quantum optimization application to route trucks from 50 depots to a network of 17,000 parcel shops throughout Germany. The project aims to understand quantum’s ability to better optimize these routes in terms of time, distance and CO2 emissions.
•Held our tenth Qubits quantum computing conference in June 2024, with more than 600 attendees representing 452 organizations from 50 countries participating live or virtually. Themed “Success, Powered by Quantum,” the conference showcased D-Wave’s latest product and scientific innovations as well as real-world customer applications which spanned retail, logistics, financial services, life sciences and more. Customers including Artificial Brain, Davidson Technologies, Ford Otosan, Los Alamos National Lab, Pattison Food Group, POLARISqb, QuantumBasel, SavantX and Zapata AI joined us in Boston to share their stories of quantum-powered success.
•Experienced an uptick in D-Wave interest from a number of major government organizations and companies that service the public sector, to build applications that showcase how quantum computing can address critical public sector and national security activities. Policy makers continue to expand government programs to encompass near-term applications as well as support for quantum annealing and quantum-classical technologies.
•Announced double-digit enrollment growth for our quantum training courses in the first six months of 2024, compared to the same period in 2023. Enrollment in the “Quantum Programming Core” course increased by 53%, and all total enrollments (“Core” + “Foundations for Quantum Programming”) increased by 85%. This underscores a burgeoning global movement to train workers to keep pace with the rapidly increasing adoption of quantum computing.
•Announced that D-Wave has joined the broad-market Russell 3000 Index, which captures the 3000 largest stocks as of April 30, 2024, ranking them by total market capitalization. Russell indexes are widely used by investment managers and institutional investors for index funds and as benchmarks for active investment strategies. According to the data as of the end of December 2023, about $10.5 trillion in assets are benchmarked against the Russell US indexes, which belong to FTSE Russell.
•Bookings for the second quarter of fiscal 2024 were $2.7 million, an increase of $0.2 million, or 6% from the fiscal 2023 second quarter bookings of $2.5 million, representing the Company’s ninth consecutive quarter of year-over-year growth in quarterly bookings.
•Ended the second quarter with $40.9 million in cash, one of the Company’s highest quarter-end cash balances in its history.





Second Quarter Fiscal 2024 Financial Highlights
•Revenue: Revenue for the second quarter of fiscal 2024 was $2.2 million, an increase of $0.5 million, or 28%, from the fiscal 2023 second quarter revenue of $1.7 million.
•Bookings1: Bookings for the second quarter of fiscal 2024 were $2.7 million, an increase of $0.2 million, or 6% from the fiscal 2023 second quarter Bookings of $2.5 million. This represents D-Wave’s ninth consecutive quarter of year-over-year growth in quarterly Bookings.
•Customers: In comparing the most recent four quarters with the immediately preceding four quarters, D-Wave had:
◦A total of 130 customers compared with a total of 114 customers;
◦77 commercial customers compared with 70 commercial customers; and
◦26 Forbes Global 2000 customers compared with 22 Forbes Global 2000 customers constituting 34% of the total number of commercial customers.
•Commercial Traction: In comparing the most recent four quarters with the immediately preceding four quarters:
◦Revenue from commercial customers increased by 35%, or $1.8 million.
◦Commercial revenue as a percentage of total revenue changed slightly from 66.7% to 65.9%; and
◦Revenue from Forbes Global 2000 customers increased by $0.9 million, or 50%, and comprised 26% of total revenue.
•GAAP Gross Profit: GAAP gross profit for the second quarter of fiscal 2024 was $1.4 million, an increase of $0.7 million, or 97%, from the fiscal 2023 second quarter gross profit of $0.7 million, with the increase due primarily to the growth in revenue and increased operating efficiencies.
•GAAP Gross Margin: GAAP gross margin for the second quarter of fiscal 2024 was 63.6%, an increase of 22.3% from the fiscal 2023 second quarter GAAP gross margin of 41.3% with the increase due primarily to the growth in revenue and operating efficiencies.
•Non-GAAP Gross Profit2: Non-GAAP Gross Profit for the second quarter of fiscal 2024 was $1.6 million, an increase of $0.6 million, or 61%, from the fiscal 2023 second quarter Non-GAAP Gross Profit of $1.0 million. The difference between GAAP and Non-GAAP Gross Profit is limited to non-cash stock-based compensation and depreciation and amortization expenses that are excluded from the Non-GAAP Gross Profit.
•Non-GAAP Gross Margin2: Non-GAAP Gross Margin for the second quarter of fiscal 2024 was 73.1%, an increase of 15.0% from the fiscal 2023 second quarter Non-GAAP Gross Margin of 58.1%. The difference between GAAP and Non-GAAP Gross Margin is limited to non-cash stock-based compensation and depreciation and amortization expenses that are excluded from the Non-GAAP Gross Margin.
•GAAP Operating Expenses: GAAP operating expenses for the second quarter of fiscal 2024 were $20.2 million, a decrease of $1.4 million, or 6%, from the fiscal 2023 second quarter GAAP operating expenses of $21.6 million with the decrease driven primarily by decreases of $1.7 million in professional services and $0.4 million in non-cash stock-based compensation expense, partially offset by an increase of $0.8 million in marketing costs.



•Non-GAAP Adjusted Operating Expenses2: Non-GAAP Adjusted Operating Expenses for the second quarter of fiscal 2024 were $15.5 million, a decrease of $0.4 million, or 3% from the fiscal 2023 second quarter Non-GAAP Adjusted Operating Expenses of $15.9 million with the decrease driven primarily by decreases of $0.8 million in professional services, $0.2 million in fabrication and related activities and $0.2 million in insurance, partially offset by an increase of $0.8 million in marketing costs.
•Net Loss: Net loss for the second quarter of fiscal 2024 was $17.8 million, or $0.10 per share, a decrease of $8.4 million, or $0.11 per share, from the fiscal 2023 second quarter net loss of $26.2 million, or $0.21 per share.
•Adjusted EBITDA Loss2: Adjusted EBITDA Loss for the second quarter of fiscal 2024 was $13.9 million, a decrease of $1.0 million, or 7%, from the fiscal 2023 second quarter Adjusted EBITDA Loss of $14.9 million with the improvement due primarily to higher gross profit and lower operating expenses.
Financial Results for the First Half of Fiscal Year 2024
•Revenue: Revenue for the six months ended June 30, 2024, was $4.6 million, an increase of $1.3 million, or 41%, from revenue of $3.3 million for the six months ended June 30, 2023.
•Bookings1: Bookings for the six months ended June 30, 2024, were $7.2 million, an increase of $2.7 million, or 58%, from Bookings of $4.5 million for the six months ended June 30, 2023.
•GAAP Gross Profit: GAAP gross profit for the six months ended June 30, 2024, was $3.0 million, an increase of $1.9 million, or 171%, from $1.1 million in GAAP gross profit for the six months ended June 30, 2023, with the increase due primarily to the growth in revenue and lower stock-based compensation expense in cost of sales in the first half of fiscal 2024.
•GAAP Gross Margin: GAAP gross margin for the six months ended June 30, 2024, was 65.6%, an increase of 31.4% from the 34.2% GAAP gross margin for the six months ended June 30, 2023, with the increase due primarily to an increase in revenue and a decrease in share based compensation costs and increased operating efficiencies.
•Non-GAAP Gross Profit2: Non-GAAP Gross Profit for the six months ended June 30, 2024, was $3.5 million, an increase of $1.7 million, or 89%, from the Non-GAAP Gross Profit of $1.8 million for the six months ended June 30, 2023. The difference between GAAP and non-GAAP gross profit is limited to non-cash stock-based compensation and depreciation and amortization expenses that are excluded from the Non-GAAP Gross Profit.
•Non-GAAP Gross Margin2: Non-GAAP Gross Margin for the six months ended June 30, 2024, was 75.0%, an increase of 18.9% from the 56.1% Non-GAAP Gross Margin for the six months ended June 30, 2023. The difference between GAAP and non-GAAP gross margin is limited to non-cash stock-based compensation and depreciation and amortization expenses that are excluded from the Non-GAAP Gross Margin.
•GAAP Operating Expenses: GAAP operating expenses for the six months ended June 30, 2024, were $39.4 million, a decrease of $7.3 million or 16% from GAAP operating expenses of $46.7 million for the six months ended June 30, 2023, with the year-over-year decrease primarily driven by decreases of $3.5 million in non-cash stock-based compensation expense and $4.0 million in professional services.
•Non-GAAP Adjusted Operating Expenses2: Non-GAAP Adjusted Operating Expenses for the six months ended June 30, 2024, were $30.3 million, a decrease of $3.4 million or 10% from Non-GAAP Adjusted Operating Expenses of $33.7 million for the six months ended June 30, 2023, with the difference between GAAP and non-GAAP operating expenses being primarily non-cash stock-based compensation expense, non-recurring one-time expenses, and depreciation and amortization.



•Net Loss: Net loss for the six months ended June 30, 2024, was $35.1 million, or $0.21 per share, a decrease of $15.5 million, or $0.19 per share, compared with a net loss of $50.6 million or $0.40 per share for the six months ended June 30, 2023.
•Adjusted EBITDA Loss2: Adjusted EBITDA Loss for the six months ended June 30, 2024, was $26.8 million, a decrease of $5.0 million or 16% from Adjusted EBITDA Loss of $31.8 million for the six months ended June 30, 2023, with the decrease due primarily to higher gross profit and reduced operating expenses.

Balance Sheet and Liquidity
As of June 30, 2024, D-Wave’s consolidated cash balance totaled $40.9 million, an increase of $33.4 million, or 444%, from the fiscal 2023 second quarter consolidated cash balance of $7.5 million.
On April 12, 2024, the Company’s $175 million shelf registration statement on Form S-3 went effective and, on May 24, 2024, the S-3 was partially used for a $100 million At-The-Market ("ATM") program. As of June 30, 2024, D-Wave had $90.7 million of issuance capacity under the ATM program.
D-Wave’s Equity Line of Credit ("ELOC") registration statement on Form S-3 with Lincoln Park Capital Fund, LLC also went effective on April 12, 2024. As of June 30, 2024, the Company had $61.8 million in available issuance capacity under the ELOC with the investment commitment running through October 2025. D-Wave’s ability to raise additional funds under the ELOC is subject to a number of conditions including having a sufficient number of registered shares and D-Wave's stock price being above $1.00 per share.
Fiscal Year 2024 Outlook
We are reiterating the full year 2024 financial guidance set forth in our June 28, 2024, fiscal 2023 fourth quarter and full year earnings press release. Our guidance is subject to various cautionary factors described below. Based on the information available on August 7, 2024, guidance for the full year 2024 is as follows:
Adjusted EBITDA Loss
•We expect fiscal 2024 Adjusted EBITDA Loss2,3 to be less than the fiscal 2023 Adjusted EBITDA Loss of $54.3 million.
__________________
1“Bookings” is an operating metric that is defined as customer orders received that are expected to generate net revenues in the future. We present the operational metric of Bookings because it reflects customers' demand for our products and services and to assist readers in analyzing our potential performance in future periods.
2"Non-GAAP Gross Profit", "Non-GAAP Gross Margin", "Non-GAAP Adjusted Operating Expenses", and "Adjusted EBITDA Loss", are non-GAAP financial measures or metrics. Please see the discussion in the section “Non-GAAP Financial Measures” and the reconciliations included at the end of this press release.
3We are not able to reconcile guidance for Adjusted EBITDA Loss to its most directly comparable GAAP measure, net loss, and cannot provide an estimated range of net loss for such period without unreasonable efforts because certain items that impact net loss, including foreign exchange and the fair value of warrant liabilities, are not within our control or cannot be reasonably predicted.



Earnings Conference Call
In conjunction with this announcement, D-Wave will host a conference call on Thursday, August 8, 2024, at 8:00 a.m. (Eastern Time), to discuss the Company’s financial results and business outlook. The live dial-in number is: 1-800-717-1738 (domestic) or 1-646-307-1865 (international). The conference ID is “D-Wave.” Participating in the call on behalf of the Company will be Chief Executive Officer Dr. Alan Baratz and Chief Financial Officer John Markovich.
About D-Wave Quantum Inc.
D-Wave is a leader in the development and delivery of quantum computing systems, software, and services, and is the world’s first commercial supplier of quantum computers. Our mission is to unlock the power of quantum computing today to benefit business and society. We do this by delivering customer value with practical quantum applications for problems as diverse as logistics, artificial intelligence, materials sciences, drug discovery, scheduling, cybersecurity, fault detection, and financial modeling. D-Wave’s technology has been used by some of the world’s most advanced organizations, including Mastercard, Deloitte, Davidson Technologies, ArcelorMittal, Siemens Healthineers, Unisys, NEC Corporation, Pattison Food Group Ltd., DENSO, Lockheed Martin, Forschungszentrum Jülich, University of Southern California, and Los Alamos National Laboratory.
Non-GAAP Financial Measures
To supplement the financial information presented in accordance with GAAP, we use non-GAAP measures of certain components of financial performance. Each of Non-GAAP Gross Profit, Non-GAAP Gross Margin, Adjusted EBITDA Loss and Non-GAAP Adjusted Operating Expenses is a financial measure that is not required by or presented in accordance with GAAP. Management believes that each measure provides investors an additional meaningful method to evaluate certain aspects of such results period over period. The Company defines each of its non-GAAP financial measures as follows:
•Non-GAAP Gross Profit is defined as GAAP gross profit less non-cash stock-based compensation expense and depreciation and amortization expense. We use Non-GAAP Gross Profit to measure, understand and evaluate our core operating performance and trends and to develop short-term and long-term operating plans.
•Non-GAAP Gross Margin is defined as GAAP gross margin less non-cash stock-based compensation expense. We use Non-GAAP Gross Margin to measure, understand and evaluate our core business performance.
•Adjusted EBITDA Loss is defined as net loss before interest expense, income tax expense (benefit), depreciation and amortization expense, stock-based compensation, remeasurements of liability-classified warrants, and other non-recurring non-operating income and expenses. We use Adjusted EBITDA Loss to measure the operating performance of our business, excluding specifically identified items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations.
•Non-GAAP Adjusted Operating Expenses is defined as operating expenses before depreciation and amortization expense, non-recurring one-time expenses and non-cash stock-based compensation expense. We use Non-GAAP Adjusted Operating expenses to measure our operating expenses, excluding items we do not believe directly reflect our core operations.
The presentation of non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the financial results prepared in accordance with GAAP, and our presentation of non-GAAP measures may be different from non-GAAP measures used by other companies. For a reconciliation of Non-GAAP Gross Profit, Non-GAAP Gross Margin, Adjusted EBITDA Loss and Non-GAAP Adjusted Operating Expenses to its most directly comparable GAAP measure, please refer to the reconciliations below.




Forward Looking Statements
Certain statements in this press release are forward-looking, as defined in the Private Securities Litigation Reform Act of 1995. These statements involve risks, uncertainties, and other factors that may cause actual results to differ materially from the information expressed or implied by these forward-looking statements and may not be indicative of future results. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, various factors beyond management’s control, including the risks set forth under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. Undue reliance should not be placed on the forward-looking statements in this press release in making an investment decision, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.
Contacts
Investor Contact:
Kevin Hunt
ir@dwavesys.com
Media Contact:
Alex Daigle
media@dwavesys.com






D-Wave Quantum Inc.
Condensed Consolidated Balance Sheets

June 30, December 31,
(In thousands, except share and per share data) 2024 2023
(Unaudited)
Assets
Current assets:
Cash $ 40,861  $ 41,307 
Trade accounts receivable, net of allowance for doubtful accounts of $225 and zero
1,570  1,652 
Inventories 2,126  2,078 
Prepaid expenses and other current assets 2,349  2,009 
Total current assets 46,906  47,046 
Property and equipment, net 3,212  2,551 
Operating lease right-of-use assets 7,580  8,223 
Intangible assets, net 408  179 
Other non-current assets 3,705  1,357 
Total assets $ 61,811  $ 59,356 
Liabilities and stockholders' deficit
Current liabilities:
Trade accounts payable $ 1,168  $ 1,465 
Accrued expenses and other current liabilities 5,038  5,343 
Current portion of operating lease liabilities 1,479  1,374 
Loans payable, net, current (including $32,300 and $— as of June 30, 2024 and December 31, 2023, respectively, at fair value) 32,666  399 
Deferred revenue, current 2,590  2,669 
Total current liabilities 42,941  11,250 
Warrant liabilities 2,087  1,630 
Operating lease liabilities, net of current portion 6,813  7,028 
Loans payable, net, non-current (including $— and $31,400 as of June 30, 2024 and December 31, 2023, respectively, at fair value) 31,451  63,850 
Deferred revenue, non-current 33  79 
Total liabilities $ 83,325  $ 83,837 
Commitments and contingencies
Stockholders' deficit:
Common stock, par value $0.0001 per share; 675,000,000 shares authorized at both June 30, 2024 and December 31, 2023; 186,073,087 shares and 161,113,744 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively. 18  16 
Additional paid-in capital 507,067  469,081 
Accumulated deficit (518,151) (483,061)
Accumulated other comprehensive loss (10,448) (10,517)
Total stockholders' deficit (21,514) (24,481)
Total liabilities and stockholders’ deficit $ 61,811  $ 59,356 




D-Wave Quantum Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
(In thousands, except share and per share data) 2024 2023 2024 2023
Revenue $ 2,183  $ 1,707  $ 4,648  $ 3,290 
Cost of revenue 795  1,002  1,601  2,164 
Total gross profit 1,388  705  3,047  1,126 
Operating expenses:
Research and development 8,355  9,548  16,880  20,463 
General and administrative 7,471  9,576  15,037  20,872 
Sales and marketing 4,401  2,488  7,485  5,388 
Total operating expenses 20,227  21,612  39,402  46,723 
Loss from operations (18,839) (20,907) (36,355) (45,597)
Other income, net:
Interest expense
(1,160) (575) (2,300) (787)
Change in fair value of Term Loan (275) (345) 924  (345)
Term Loan debt issuance costs —  (1,393) —  (1,393)
Gain (loss) on investment in marketable equity securities (157) —  1,503  — 
Change in fair value of warrant liabilities 2,195  (2,150) (457) (1,512)
Other income (expense), net 458  (819) 1,595  (961)
Total other income (expense), net 1,061  (5,282) 1,265  (4,998)
Net loss $ (17,778) $ (26,189) $ (35,090) $ (50,595)
Net loss per share, basic and diluted $ (0.10) $ (0.21) $ (0.21) $ (0.40)
Weighted-average shares used in computing net loss per share, basic and diluted 172,139,085  127,337,903  166,723,787  125,252,585 
Comprehensive loss:
Net loss $ (17,778) $ (26,189) $ (35,090) $ (50,595)
Foreign currency translation adjustment, net of tax 22  (66) 69  (85)
Net comprehensive loss $ (17,756) $ (26,255) $ (35,021) $ (50,680)




D-Wave Quantum Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30,
(in thousands) 2024 2023
Cash flows from operating activities:
Net loss $ (35,090) $ (50,595)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization 510  601 
Stock-based compensation 7,730  11,477 
Amortization of operating right-of-use assets 398  417 
Non-cash interest expense 2,211  750 
Change in fair value of Warrant liabilities 457  1,512 
Change in fair value of Term Loan (924) 345 
Debt issuance costs netted from Term Loan proceeds —  643 
Gain on marketable securities (1,503) — 
Unrealized foreign exchange loss (gain) (1,274) 932 
Change in operating assets and liabilities:
Trade accounts receivable (40)
Inventories (147) (81)
Prepaid expenses and other current assets (339) 1,709 
Trade accounts payable (502) 338 
Accrued expenses and other current liabilities 1,741  2,126 
Deferred revenue (125) 1,157 
Operating lease liability 364  (335)
Other non-current assets (103) — 
Net cash used in operating activities (26,587) (29,044)
Cash flows from investing activities:
Purchase of property and equipment (850) (79)
Purchase of convertible note (Note 4) (1,000) — 
Sales of marketable equity securities (Note 4) 254  — 
Expenditures for internal-use software (213) — 
Net cash used in investing activities (1,809) (79)
Cash flows from financing activities:
Proceeds from the issuance of common stock pursuant to the Lincoln Park Purchase Agreement 20,288  15,683 
Proceeds from the issuance of common stock in at-the-market offerings, net of issuance costs 9,100  — 
Proceeds from the issuance of common stock upon exercise of stock options 43  1,208 
Proceeds from common stock issued under the Employee Stock Purchase Plan 171  — 
Proceeds from Term Loan —  14,357 
Payment of tax withheld for common stock issued under stock-based compensation plans (1,351) — 
Short swing profit settlement —  244 
Debt payments (370) (1,835)
Net cash provided by financing activities 27,881  29,657 
Effect of exchange rate changes on cash and cash equivalents 69  (85)
Net increase (decrease) in cash and cash equivalents (446) 449 
Cash and cash equivalents at beginning of period 41,307  7,065 
Cash and cash equivalents at end of period $ 40,861  $ 7,514 



D-Wave Quantum Inc.
Reconciliation of Gross Profit to Non-GAAP Gross Profit
For the Three Months Ended June 30, 2024 and 2023
Three Months Ended June 30, Six Months Ended June 30,
(in thousands of U.S. dollars) 2024 2023 2024 2023
Gross Profit $ 1,388  $ 705  $ 3,047  $ 1,126 
Gross Margin 63.6  % 41.3  % 65.6  % 34.2  %
Excluding:
Depreciation and Amortization (1) 54  54  109  109 
Stock-based compensation (2) 154  233  329  610 
Non-GAAP Gross Profit $ 1,596  $ 992  $ 3,485  $ 1,845 
Non-GAAP Gross Margin 73.1  % 58.1  % 75.0  % 56.1  %
(1)Depreciation and Amortization reflects the Depreciation and Amortization recorded in Cost of Revenue only, which differs from the total Depreciation and Amortization set forth in the Condensed Consolidated Statement of Cash Flows that also includes Depreciation and Amortization recorded in Operating Expenses.
(2)Stock-based compensation reflects the stock-based compensation recorded in Cost of Revenue only, which differs from the total stock-based compensation set forth in the Condensed Consolidated Statement of Cash flows that also includes stock-based compensation recorded in Operating Expenses.
D-Wave Quantum Inc.
Reconciliation of Operating Expenses to Non-GAAP Operating Expenses
For the Three Months Ended June 30, 2024 and 2023
Three Months Ended June 30, Six Months Ended June 30, 2024
(in thousands of U.S. dollars) 2024 2023 2024 2023
Operating expenses $ 20,227  $ 21,612  $ 39,402  $ 46,723 
Excluding:
Depreciation and Amortization (1) (227) (208) (401) (492)
Stock-based compensation (2) (4,067) (4,489) (7,401) (10,867)
Non-recurring one time expenses (3) (443) (1,002) (1,325) (1,682)
Non-GAAP Adjusted Operating Expenses
$ 15,490  $ 15,913  $ 30,275  $ 33,682 
(1)Depreciation and Amortization reflects the Depreciation and Amortization recorded in the Operating Expenses only, which differs from the total Depreciation and Amortization set forth in the Condensed Consolidated Statement of Cash Flows that also includes Depreciation and Amortization recorded in Cost of Revenue.
(2)Stock-based compensation reflects the stock-based compensation recorded in Operating Expenses only, which differs from the total stock-based compensation set forth in the Condensed Consolidated Statement of Cash flows that also includes stock-based compensation recorded in Cost of Revenue.
(3)Non-recurring professional fees and provisions for credit losses, as well as legal, consulting, and accounting fees related to capital markets activities.



D-Wave Quantum Inc.
Reconciliation of Net Loss to Adjusted EBITDA Loss
For the Three Months Ended June 30, 2024 and 2023
Three Months Ended June 30, Six Months Ended June 30,
(in thousands of U.S. dollars) 2024 2023 2024 2023
Net loss $ (17,778) $ (26,189) $ (35,090) $ (50,595)
Excluding:
Depreciation and Amortization 281  262  510  601 
Stock-based compensation 4,221  4,722  7,730  11,477 
Interest (income) expense (1)
1,160  575  2,300  787 
Change in fair value of warrant liabilities (2,195) 2,150  457  1,512 
Term Loan debt issuance costs —  1,393  —  1,393 
Change in fair value of Term Loan 275  345  (924) 345 
Gain (loss) on investment in marketable equity securities 157  —  (1,503) — 
Other (income) expense, net (2) (458) 819  (1,595) 961 
Non-recurring one time expenses (3) 443  1,002  1,325  1,682 
Adjusted EBITDA Loss $ (13,894) $ (14,921) $ (26,790) $ (31,837)
(1)Interest expense primarily reflects the accrued interest associated with the below market interest rate government loans as if they were interest-bearing at market rates of interest, the paid-in-kind interest associated with the term loan agreement with PSPIB Unitas Investments II Inc. entered into on April 13, 2023, interest and adjustments to accrued interest on the SIF Loan, and the interest and amortization of the final fee associated with the Venture Loan with PSPIB Unitas Investments II Inc. that was entered into on March 3, 2022 and repaid on August 5, 2022.
(2)Other income (expense), net consists primarily of foreign exchange gains and losses.
(3)Non-recurring professional fees and provisions for credit losses, as well as legal, consulting, and accounting fees related to capital markets activities.

EX-99.2 3 d-waveq22024investorpres.htm EX-99.2 d-waveq22024investorpres
QUANTUM Q2 2024 Investor Presentation


 
FORWARD-LOOKING STATEMENTS Certain statements in this presentation are forward-looking, as defined in the Private Securities Litigation Reform Act of 1995. These statements involve risks, uncertainties, and other factors that may cause actual results to differ materially from the information expressed or implied by these forward-looking statements and may not be indicative of future results. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, various factors beyond management’s control, including the risks set forth under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10- K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. Undue reliance should not be placed on the forward-looking statements in this presentation in making an investment decision, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law. COPYRIGHT © D-WAVE 2


 
ESTABLISHED PRODUCT PORTFOLIO: • World’s largest Quantum Computer • Accessible through production-grade cloud service • Quantum supremacy paper under peer review GROWING COMMERCIAL ADOPTION: • 1st commercial Quantum Computing company • 30+ proven business use cases • Initial applications moving into production HIGH-VALUE CONSULTATIVE SERVICES: • 20+ successful POC engagements in 18 months • Advisory services to aid in production deployment INDUSTRY PERSPECTIVE: “We believe that today’s quantum technology can play a key role in ensuring optimal and efficient construction and operation of buildings and are eager to use D-Wave’s quantum solutions in support of that effort.” - Dr. Reinhard Schlemmer, Member of the Board of VINCI Energies MARKET LEADER STRONG CUSTOMER BASE THOUGHT & TECHNICAL LEADERSHIP Top three quantum patent portfolio globally 43 PhDs 240+ U.S. granted patents 100+ Pending worldwide 60+% Annealing AND Gate Over 240 scientific papers published Quantum Annealing Fifth generation system 5000+ qubits Real-Time Quantum Cloud Quantum hybrid solvers 99% up-time Open-Source Python Tools Easily configurable Simplifies use of QC & HSS Customer PS On-Ramp From application eval to production deployment (Source: GlobalData) D-WAVE AT A GLANCE COPYRIGHT © D-WAVE 3


 
D-Wave Quantum's mission is to answer all the demands by delivering production-grade solutions that support enterprise customer needs. Because D-Wave Quantum's quantum annealer is specifically built for solving optimization problems, some may argue that the quantum annealer is limited in the type of problem that it can be used to solve. However, optimization problems are one of the most prevalent problems found in all industries. Hence, D-Wave Quantum's technology provides an access point for all end users that are interested in using quantum computing to gain business value both today and into the future. —Heather West, IDC Link “D-Wave Quantum: Optimizing the Customer Experience”, June 17, 2024 COPYRIGHT © D-WAVE 4


 
ACCELERATED QUANTUM AI EFFORTS WITH EXTENDED PRODUCT ROADMAP AND EXPANDED ZAPATA AI AGREEMENT COPYRIGHT © D-WAVE 5 Quantum AI product roadmap extends D-Wave’s Leap quantum cloud service to include AI and ML Quantum distributions for generative AI Restricted Boltzmann Machine (RBM) architectures GPU integration with the Leap quantum cloud service DEVELOPMENT FOCUS AREAS Jülich Supercomputing Centre: ML tool to predict protein-DNA binding with greater accuracy TRIUMF: quantum speed-up for simulating high-energy particle- calorimeter interactions Honda Innovation Lab and Tohoku University: generating highly accurate samples on D- Wave’s quantum computers for training RBMs CUSTOMER USE CASES Announced expansion of commercial partnership with Zapata AI Designed to accelerate development and delivery of integrated quantum and generative AI solutions in D-Wave’s Leap cloud platform STRATEGIC PARTNERSHIPS


 
2nd US-BASED ADVANTAGE QUANTUM COMPUTER COMING TO DAVIDSON TECHNOLOGIES’ ALABAMA HQ We announced the forthcoming placement of a SECOND US-BASED D-WAVE ADVANTAGE QUANTUM COMPUTER. This system will be the fourth production quantum computer in D-Wave’s Leap quantum cloud service Located at Davidson Technologies’ new global headquarters in Huntsville, AL, the system will eventually be housed in a secure facility DEVELOPED TO RUN SENSITIVE APPLICATIONS using D-Wave’s quantum computing technology This marks an advancement of the D-Wave/Davidson partnership’s efforts to DRIVE QUANTUM COMPUTING ADOPTION AMONG GOVERNMENT AGENCIES, especially in the area of national security COPYRIGHT © D-WAVE 6


 
NEARING COMPLETION OF CALIBRATION FOR 4800+ ADVANTAGE2 PROCESSOR Nearing completion of CALIBRATING A 4800+ QUBIT ADVANTAGE2 PROCESSOR as the next milestone on the path toward the 7000+ qubit Advantage2 product This comes on the heels of launching the 1,200+ qubit Advantage2 prototype and making it accessible in D-Wave’s Leap quantum cloud service earlier this year Advantage2 is expected to fuel customer success with: Z12 4800 qubits COPYRIGHT © D-WAVE 7 GREATER COHERENCE Doubled to drive faster time-to-solution GREATER CONNECTIVITY 20-way connectivity to enable solutions to larger problems INCREASED ENERGY SCALE Increased by 40% to deliver higher-quality solutions


 
INTRODUCED NEW HYBRID SOLVER FOR NONLINEAR PROGRAMS Nonlinear hybrid solver performance on ‘Traveling Salesperson Problem’ New hybrid quantum solver excels at NONLINEAR RELATIONSHIPS between variables It is able to TACKLE PREVIOUSLY INTRACTABLE PROBLEMS in logistics, routing, and scheduling It supports up to TWO MILLION VARIABLES AND CONSTRAINTS, with a tenfold increase in problem size capacity over other D-Wave solvers for certain applications COPYRIGHT © D-WAVE 8


 
ONGOING DEVELOPMENT OF NEW CONTROL PROTOCOLS FAST ANNEAL: Introduced in April, this feature helps users perform quantum computations at unprecedented speeds, reducing impact of external disturbances that can hinder quantum calculations. Customers have submitted 2.5 million problems using this feature CYCLIC ANNEALING: Research and development of cyclic and iterative annealing protocols underway to potentially extend coherent regime across multiple cycles, which could provide same performance benefit that would result from much longer coherence times BELL'S INEQUALITY VIOLATION: These novel QPU controls enable us to produce targeted qubit excitations and analyze and read out qubit state in an arbitrary basis midway through annealing, allowing us to explore both digital and analog quantum computing protocols in same processing fabric and potentially opening new application opportunities, such as richer quantum distributions for generative AI architectures Measured quantum dynamics of two coupled spins in annealing QC processor COPYRIGHT © D-WAVE 9


 
NEW CUSTOMER HYBRID-QUANTUM APPLICATIONS Developed quantum optimization application to generate a dynamic build-list sequencing schedule that maximizes vehicle production for the body shop; solution able to schedule 1,000 vehicles per run in under 5 minutes, compared to 30 minutes using current process Exploring vehicle routing quantum optimization application to route trucks from 50 depots to a network of 17,000 parcel shops throughout Germany; project aims to understand quantum’s ability to better optimize these routes in terms of time, distance and CO2 emissions COPYRIGHT © D-WAVE 10


 
QUBITS ANNUAL USER CONFERENCE SPOTLIGHTS “SUCCESS, POWERED BY QUANTUM” Held our TENTH QUBITS QUANTUM COMPUTING CONFERENCE in June 2024, with more than 600 attendees representing 452 organizations from 50 countries participating live or virtually Themed “Success, Powered by Quantum,” conference showcased D-Wave’s latest product and scientific innovations as well as real-world customer applications which spanned retail, logistics, financial services, life sciences and more Customers including Artificial Brain, Davidson Technologies, Ford Otosan, Los Alamos National Lab, Pattison Food Group, POLARISqb, QuantumBasel, SavantX and Zapata AI joined us in Boston to share their stories of quantum-powered success COPYRIGHT © D-WAVE 11


 
GROWING GOVERNMENT INTEREST IN ANNEALING QUANTUM COMPUTING UPTICK IN D-WAVE INTEREST FROM MA JOR GOVERNMENT ORGANIZATIONS and companies that service the public sector, to build applications that showcase how quantum computing can address critical public sector and national security activities. Policy makers continue to EXPAND GOVERNMENT PROGRAMS TO ENCOMPASS NEAR-TERM APPLICATIONS AS WELL AS SUPPORT FOR QUANTUM ANNEALING AND QUANTUM-CLASSICAL technologies. Congress is beginning to move policy that supports establishing testbed programs to EXPLORE THE INTERSECTION OF AI WITH OTHER EMERGING TECHNOLOGIES LIKE QUANTUM COMPUTING. COPYRIGHT © D-WAVE 12


 
DOUBLE-DIGIT ENROLLMENT IN TRAINING REFLECTS PUSH FOR QUANTUM-READY WORKFORCE Experienced DOUBLE-DIGIT ENROLLMENT GROWTH FOR OUR QUANTUM TRAINING COURSES in the first six months of 2024, compared to the same period in 2023 Enrollment in the “Quantum Programming Core” course increased by 53%, and all total enrollments (“Core” + “Foundations for Quantum Programming”) increased by 85% This underscores a BURGEONING GLOBAL MOVEMENT TO TRAIN WORKERS to keep pace with the rapidly increasing adoption of quantum computing COPYRIGHT © D-WAVE 13


 
ADDITION TO RUSSELL 3000 INDEX INCREASES D-WAVE AWARENESS WITH GLOBAL INVESTOR COMMUNITY D-WAVE HAS JOINED THE BROAD-MARKET RUSSELL 3000 INDEX Russell indices are used by investment managers and institutional investors for index funds and as benchmarks for active investment strategies Our inclusion will greatly increase visibility among global investor community for the innovative quantum solutions we are bringing to market COPYRIGHT © D-WAVE 14


 
2024 Q2 FINANCIAL UPDATE GROWTH IN BOOKINGS, REVENUE, GROSS PROFIT, NUMBER OF CUSTOMERS, COMMERCIAL REVENUE AND CASH $6.7M $- $10 $20 $30 $40 $50 Q2 2023 Q2 2024 M IL LI O N S Cash Position (3) $40.9M $7.5M (3) As of June 30, 2024 there was $61.8M in remaining availability under the ELOC commitment through October 2025 (subject to a $1.00 minimum stock price), and $90.7M in remaining availability under the ATM (2) “Bookings” is an operating metric that is defined as customer orders received that are expected to generate net revenues in the future. We present the operational metric of Bookings because it reflects customers' demand for our products and services and to assist readers in analyzing our potential performance in future periods. $- $1 $2 $3 Q2 2023 Q2 2024 M IL LI O N S YoY Quarterly (1) $2.5M $2.7M (1) Ninth consecutive quarter of YOY growth in bookings YoY Quarterly Bookings(1) (2) $- $1 $2 $3 Q2 2023 Q2 2024 M IL LI O N S - $1.7M $2.2M YoY Quarterly Revenue $- $1 $2 Q2 2023 Q2 2024 M IL LI O N S $0.7M $1.4M YoY Gross Profit & Margin 41.3% GPM 63.6% GPM 0 50 100 150 Prior LTM Most recent LTM 114 Number of Customers 130 70 Commercial Customers including 22 Forbes Global 2000 77 Commercial Customers including 26 Forbes Global 2000 $- $2 $4 $6 Prior LTM Most recent LTM M IL LI O N S 65.9% Commercial Revenue as a % of Total Revenue 66.7% Commercial Revenue as a % of Total Revenue $4.9M Commercial Revenue $6.7M COPYRIGHT © D-WAVE 15


 
QUANTUM COPYRIGHT © D-WAVE 16