Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement and Registration Rights Agreement.
As previously disclosed, on
On
After (i) the consummation of the Proposed Transaction and (ii) upon the
satisfaction of certain other conditions set forth in the Purchase Agreement
(the "Commencement Date"), NewCo shall have the right, but not the obligation,
from time to time to direct Lincoln Park to purchase shares of NewCo common
stock having a value of up to
From and after the Commencement Date, NewCo shall also have the right, but not the obligation, to direct Lincoln Park on each Purchase Date to make "accelerated purchases" on the following business day (the "Accelerated Purchase Date") up to the lesser of (i) 300% of the number of shares purchased pursuant to a Regular Purchase or (ii) 30% of the trading volume on such Accelerated Purchase Date (during a time period specified in the Purchase Agreement) at a purchase price equal to the lesser of 95% of (x) the closing sale price of NewCo's common stock on the Accelerated Purchase Date and (y) of the volume weighted average price of NewCo's common stock on the Accelerated Purchase Date (during a time period specified in the Purchase Agreement) (each, an "Accelerated Purchase"). NewCo shall have the right in its sole discretion to set a minimum price threshold for each Accelerated Purchase in the notice provided with respect to such Accelerated Purchase, and NewCo may direct multiple Accelerated Purchases in a day provided that delivery of shares has been completed with respect to any prior Regular and Accelerated Purchases that Lincoln Park has purchased.
In consideration for entering into the Purchase Agreement, NewCo will issue to
Lincoln Park
The Purchase Agreement may be terminated by NewCo at any time after the Commencement Date, at its sole discretion, without any cost or penalty, by giving one business day notice to Lincoln Park.
Actual sales of shares of NewCo common stock to Lincoln Park under the Purchase
Agreement will depend on a variety of factors to be determined by NewCo from
time to time, including (among others) market conditions, the trading price of
NewCo common stock and determinations by NewCo as to available and appropriate
sources of funding for NewCo and its operations. The Purchase Agreement
prohibits NewCo from issuing or selling and Lincoln Park from acquiring any
shares of NewCo common stock if those shares of NewCo common stock, when
aggregated with all other shares of NewCo common stock then beneficially owned
by Lincoln Park and its affiliates, would result in
The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification provisions by, among and for the benefit of the parties. Lincoln Park has agreed that neither it nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly any short selling or hedging, which establishes a net short position with respect to the NewCo common stock. There are no limitations on the use of proceeds, financial or business covenants, restrictions on future financings (other than restrictions on NewCo's ability to enter into a similar type of agreement or equity line of credit during the term of the Purchase Agreement, excluding an at-the-market transaction with a registered broker-dealer), rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement.
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Amendment to Transaction Agreement.
On
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
Item 8.01 Other Events Waiver of Closing Condition
On
Important Information About the Proposed Transaction and Where to Find It:
A full description of the terms of the Proposed Transaction between the Company
and SPAC is provided in a registration statement on Form S-4 filed with the
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Forward-Looking Statements
This communication contains forward-looking statements that are based on beliefs
and assumptions, and on information currently available. In some cases, you can
identify forward-looking statements by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan," "anticipate," "believe,"
"estimate," "predict," "project," "potential," "continue," "ongoing," or the
negative of these terms or other comparable terminology, although not all
forward-looking statements contain these words. Any such forward-looking
statements are subject to various risks and uncertainties, including the
inability of the parties to successfully or timely consummate the Proposed
Transaction, and the risk that the Proposed Transaction is subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the proposed business combination or the Purchase
Agreement. We caution you that these statements are based on a combination of
facts and factors currently known by us and our projections of the future, which
are subject to a number of risks, and we cannot assure you that the
forward-looking statements in this communication will prove to be accurate.
These forward-looking statements are subject to a number of risks and
uncertainties, including, among others, various factors beyond management's
control, including general economic conditions and other risks, and
uncertainties and factors set forth in the proxy
statement/prospectus filed by NewCo in connection with the Proposed Transaction
and other filings by NewCo and SPAC with the
No Offer or Solicitation
This communication is for informational purposes only and does not constitute an offer or invitation for the sale or purchase of securities, assets, or the business described herein or a commitment to NewCo, SPAC, or the Company; nor is it a solicitation of any vote, consent, or approval in any jurisdiction pursuant to or in connection with the Proposed Transaction or otherwise, nor shall there be any sale, issuance, or transfer of securities in any jurisdiction in contravention of applicable law.
Participants in Solicitation
NewCo, SPAC, and the Company, and their respective directors and executive
officers, may be deemed participants in the solicitation of proxies of SPAC's
stockholders in respect of the Proposed Transaction. Information about the
directors and executive officers of SPAC is set forth in SPAC's filings with the
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 10.1 Purchase Agreement, datedJune 16, 2022 , by and among D-Wave Quantum Inc.,D-Wave Systems Inc. ,DPCM Capital, Inc. , andLincoln Park Capital Fund, LLC . 10.2 Registration Rights Agreement, datedJune 16, 2022 , by and amongD-Wave Quantum Inc. ,D-Wave Systems, Inc. ,DPCM Capital, Inc. , andLincoln Park Capital Fund, LLC . 10.3 Amendment to Transaction Agreement, dated as ofJune 16, 2022 by and among SPAC,D-Wave Quantum Inc. ,DWSI Holdings Inc. , DWSI Canada Holdings ULC,D-Wave Quantum Technologies Inc. andD-Wave Systems Inc. 10.4 Amended and Restated Sponsor Support Agreement dated as ofJune 16, 2022 by and amongCDPM Sponsor Group, LLC , the Registrant,D-Wave Quantum Inc. andD-Wave Systems Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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