DEF 14A: D-Wave Quantum Inc. Announces 2024 Annual Meeting of Stockholders

D-Wave Quantum Inc. will hold its 2024 Annual Meeting of Stockholders virtually on June 6, 2024, to vote on director elections, officer exculpation, and auditor ratification.

Summary

• D-Wave Quantum Inc. is holding its 2024 Annual Meeting of Stockholders virtually on June 6, 2024.
• Stockholders will vote on three proposals: electing three Class II directors, approving an amendment to permit officer exculpation, and ratifying the appointment of Grant Thornton LLP as the independent auditor for the fiscal year ending December 31, 2024.
• The record date for determining stockholders eligible to vote is April 10, 2024.
• As of the record date, there were 116,785,724 Common Shares and 44,889,286 Exchangeable Shares outstanding.
• The Board of Directors recommends voting FOR all proposals.
• The company was formed on January 24, 2022, for the purpose of effecting a merger between DPCM Capital, Inc., D-Wave Systems Inc., and certain other affiliated entities.
• On August 5, 2022, the company acquired 100% of the outstanding equity interests of DPCM and D-Wave Systems.
• As of December 31, 2023, the company has received $63.7 million in proceeds through the issuance of 42,147,838 Common Shares to Lincoln Park under the Purchase Agreement.

Sentiment

Score: 7

Explanation: The document is primarily informational, outlining the agenda and procedures for the annual meeting. The tone is professional and neutral, with a slight positive leaning due to the board's recommendations and management's expression of gratitude.

Positives

• The Board of Directors is recommending a vote FOR all proposals, indicating confidence in the company's direction.
• The proposed officer exculpation amendment is intended to attract and retain top management talent.
• The company has a clawback policy in place to recover erroneously awarded compensation.

Negatives

• The company restated its financial statements for the Affected periods in amendments to the Form 10-K, the Q1 2023 Form 10-Q, the Q2 2023 Form 10-Q, and the Q3 2023 Form 10-Q, respectively.
• PwC's report for the fiscal years ended December 31, 2022 and 2021 contained a separate paragraph that stated the Company has incurred net losses and negative cash flows from operating activities and has a negative working capital that raise substantial doubt about the Company's ability to continue as a going concern.

Risks

• The company's success depends on attracting and retaining qualified personnel.
• The company's financial performance is subject to various operational and financial risks.
• The company's stock price could be volatile.

Future Outlook

The document does not contain specific forward-looking statements beyond the planned activities for the Annual Meeting.

Management Comments

• Alan Baratz, President and Chief Executive Officer, expressed gratitude for stockholder support.

Industry Context

The document does not provide specific industry context beyond the company's operations in quantum computing.

Related Party Transactions

• The company entered into a Venture Loan Agreement with PSPIB, an affiliate of a significant shareholder.
• The company assumed promissory notes from DPCM with the Sponsor.
• Related parties purchased Common Shares in the PIPE Financing.
• The company entered into a PSP Side Letter Agreement with PSP regarding voting rights.
• The company entered into a Loan and Security Agreement with PSPIB.

Stakeholder Impact

• Shareholders are encouraged to participate in the Annual Meeting and vote on key proposals.
• The proposed officer exculpation amendment could impact the company's ability to attract and retain talented officers.

Next Steps

• Stockholders are urged to vote their shares via phone, internet, or mail.
• The company will announce preliminary voting results at the Annual Meeting and report final results in a Form 8-K.

Key Dates

Keywords

Annual Meeting, Proxy Statement, D-Wave Quantum, Stockholders, Directors, Officer Exculpation, Grant Thornton, Audit Committee, Compensation, Governance