NASDAQ NASDAQ 0001838359 false 0001838359 2023-06-15 2023-06-15 0001838359 us-gaap:CommonStockMember 2023-06-15 2023-06-15 0001838359 us-gaap:WarrantMember 2023-06-15 2023-06-15

 

 

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): June 15, 2023

 

 

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)

  

(IRS Employer

Identification No.)

 

775 Heinz Avenue

Berkeley, California

     94710
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: (510) 210-5550

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 communications 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 5.07

Submission of Matters to a Vote of Security Holders.

Rigetti Computing, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on June 15, 2023. The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2023.

Proposal 1. Election of Directors.

The Company’s stockholders elected the three persons listed below as Class I Directors, each to serve until the Company’s 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. The final voting results are as follows:

 

Name

    Votes For      Votes Withheld      Broker Non-Votes  

Subodh Kulkarni

      64,078,482        424,281        17,896,293  

Ray Johnson

      62,854,188        1,648,575        17,896,293  

H. Gail Sandford

      56,012,993        8,489,770        17,896,293  

Proposal 2. Approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of shares of the Company’s common stock at a ratio of 1-for-10. 

The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-10. The Company’s Board of Directors may, in its discretion, effect and implement the reverse stock split at any time prior to the Company’s 2024 annual meeting of stockholders or may, in its discretion, determine not to effect the reverse stock split. The voting results are as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

77,340,206

  

4,910,206

  

148,644

   —

Proposal 3. Ratification of the Selection of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The final voting results are as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

81,471,283

  

767,509

  

160,264

   —

Proposal 4. Approval of the Authorization to Adjourn the Annual Meeting.

The Company’s stockholders approved the authorization to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of Proposal 2. The final voting results are as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

78,789,627

  

3,245,248

  

364,181

   —

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.

 

    RIGETTI COMPUTING, INC.
Date: June 21, 2023     By:  

/s/ Jeffrey A. Bertelsen

      Jeffrey A. Bertelsen
      Chief Financial Officer
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