NASDAQ NASDAQ 0001838359 false 0001838359 2024-02-14 2024-02-14 0001838359 us-gaap:CommonStockMember 2024-02-14 2024-02-14 0001838359 us-gaap:WarrantMember 2024-02-14 2024-02-14

 

 

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): February 14, 2024

 

 

RIGETTI COMPUTING, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40140   88-0950636
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

775 Heinz Avenue, Berkeley, California   94710
(Address of principal executive offices)   (Zip Code)

(510) 210-5550

(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 obligations 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 communication 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, $0.0001 par value per share   RGTI   The Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   RGTIW   The Nasdaq Capital Market

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 3.02

Unregistered Sales of Equity Securities.

Since February 5, 2024, Rigetti Computing, Inc. (the “Company”) sold an aggregate of 10,056,799 shares of common stock to B. Riley Principal Capital II LLC under the Common Stock Purchase Agreement (the “Purchase Agreement”), dated as of August 11, 2022, by and between the Company and B. Riley Principal Capital II LLC and received net proceeds of $12.8 million. Gross proceeds from the issuance and sale of the shares were $13.2 million, and aggregate underwriting discounts or commissions were $0.4 million. The shares of common stock were issued in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. As previously disclosed, under the Purchase Agreement, the Company had the right to sell to B. Riley Principal Capital II LLC up to an aggregate of the lesser of (i) $75.0 million of shares of Company common stock and (ii) 23,648,889 shares of Company common stock. As of February 15, 2024, the Company had sold 23,648,889 shares of Company common stock and, accordingly, no shares remain available for sale under the Purchase Agreement as of such date.

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: February 15, 2024     RIGETTI COMPUTING, INC.
    By:  

/s/ Jeffrey Bertelsen

      Jeffrey Bertelsen
      Chief Financial Officer
v3.24.0.1
Document and Entity Information
Feb. 14, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 14, 2024
Entity Registrant Name RIGETTI COMPUTING, INC.
Entity Incorporation State Country Code DE
Entity File Number 001-40140
Entity Tax Identification Number 88-0950636
Entity Address Address Line 1 775 Heinz Avenue
Entity Address City Or Town Berkeley
Entity Address State Or Province CA
Entity Address Postal Zip Code 94710
City Area Code 510
Local Phone Number 210-5550
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001838359
Amendment Flag false
Common Stock [Member]  
Document Information [Line Items]  
Security 12b Title Common Stock, $0.0001 par value per share
Trading Symbol RGTI
Security Exchange Name NASDAQ
Warrant [Member]  
Document Information [Line Items]  
Security 12b Title Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol RGTIW
Security Exchange Name NASDAQ
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