false 0001838359 0001838359 2024-12-09 2024-12-09 0001838359 us-gaap:CommonStockMember 2024-12-09 2024-12-09 0001838359 us-gaap:WarrantMember 2024-12-09 2024-12-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): December 9, 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  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.  ¨

 

 

 

 

 

 

Item 1.02Termination of a Material Definitive Agreement.

 

On December 9, 2024, Rigetti Computing, Inc. (the “Company”) paid in full and terminated the Loan and Security Agreement, dated as of March 10, 2021 and as amended and restated on June 21, 2024 (the “Loan Agreement”), by and among Rigetti & Co., LLC (as successor-in-interest to Rigetti & Co., Inc., a Delaware corporation), a Delaware limited liability company, Rigetti Intermediate LLC, a Delaware limited liability company, and the Company as the borrowers (collectively, the “Borrowers”), and Trinity Capital Inc., a Maryland corporation (the “Lender”), effective immediately. The Company pre-paid in full, using cash on hand, a total of approximately $10.5 million, including the approximately $9.5 million outstanding loan balance under the Loan Agreement, plus accrued but unpaid interest, fees and end of term payments of approximately $0.9 million and a prepayment fee of approximately $75,900, which satisfied all of the Company’s indebtedness thereunder. Upon consummation of the payoff, the obligations of the Company under the Loan Agreement (other than those obligations of the Borrowers, including indemnification obligations, that by their express terms survived the full payment of any loans or the Borrowers’ satisfaction of all obligations under the Loan Agreement) were deemed satisfied.

 

 

 

 

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: December 9, 2024

RIGETTI COMPUTING, INC.

   
  By: /s/ Jeffrey Bertelsen
    Jeffrey Bertelsen
    Chief Financial Officer

 

 

 

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Cover
Dec. 09, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 09, 2024
Entity File Number 001-40140
Entity Registrant Name RIGETTI COMPUTING, INC.
Entity Central Index Key 0001838359
Entity Tax Identification Number 88-0950636
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 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
Elected Not To Use the Extended Transition Period false
Common Stock [Member]  
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol RGTI
Security Exchange Name NASDAQ
Warrant [Member]  
Title of 12(b) Security 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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