Rigetti Computing Files 8-K for Material Agreement

TL;DR

Rigetti signed a big deal, check the 8-K.

AI Summary

Rigetti Computing, Inc. filed an 8-K on November 27, 2024, reporting an entry into a material definitive agreement on November 26, 2024. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and headquartered in Berkeley, California.

Why It Matters

This filing indicates a significant new agreement for Rigetti Computing, which could impact its operations, partnerships, or financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Rigetti Computing, Inc. (company) — Registrant
• November 26, 2024 (date) — Date of earliest event reported
• November 27, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 775 Heinz Avenue, Berkeley, California 94710 (address) — Business address

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share RGTI The Nasdaq
• $11.50 — of Common Stock at an exercise price of $11.50 per share RGTIW The Nasdaq Capital M
• $2.00 — hare (the "Common Stock") at a price of $2.00 per Share. The gross proceeds to the Co
• $100 m — fering are expected to be approximately $100 million, before deducting the placement a

Filing Documents

• tm2429572d3_8k.htm (8-K) — 38KB
• tm2429572d3_ex5-1.htm (EX-5.1) — 9KB
• tm2429572d3_ex10-1.htm (EX-10.1) — 208KB
• tm2429572d3_ex5-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-123435.txt ( ) — 531KB
• rgti-20241126.xsd (EX-101.SCH) — 3KB
• rgti-20241126_def.xml (EX-101.DEF) — 26KB
• rgti-20241126_lab.xml (EX-101.LAB) — 36KB
• rgti-20241126_pre.xml (EX-101.PRE) — 25KB
• tm2429572d3_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 26, 2024, Rigetti Computing, Inc. (the "Company") entered into securities purchase agreements (the "Purchase Agreements") with two institutional investors (the "Purchasers") pursuant to which the Company agreed to issue and sell, in a registered direct offering (the "Registered Direct Offering") an aggregate of 50,000,000 shares (the "Shares") of the Company's common stock, $0.0001 par value per share (the "Common Stock") at a price of $2.00 per Share. The gross proceeds to the Company from the Registered Direct Offering are expected to be approximately $100 million, before deducting the placement agents' fees and other offering expenses payable by the Company. The Registered Direct Offering is expected to close on November 27, 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Registered Direct Offering for working capital and general corporate purposes. With the net proceeds from the Registered Direct Offering and cash on hand, the Company believes it will be adequately funded to continue its current technology development and on-premises quantum computer business strategy without the need to raise additional capital. The Purchase Agreements contain representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreements were made only for the purposes of such agreements and as of the specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. Pursuant to the terms of the Purchase Agreements, until 90 days following the closing date

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 5.1 Opinion of Cooley LLP 10.1 Form of Securities Purchase Agreement, by and among Rigetti Computing, Inc. and the Purchasers 23.1 Consent of Cooley LLP (contained in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements, including without limitation, statements relating to Rigetti's expectations regarding the completion and timing of the offering, the satisfaction of customary closing conditions related to the offering, the proceeds that Rigetti expects to receive from the offering, the intended use of proceeds from the offering and Rigetti's belief that with the net proceeds from the offering and cash on hand it will be adequately funded to continue its current technology development and on-premises quantum computer business strategy without the need to raise additional capital. In addition, words such as "may," "will," "expect," "believe," "anticipate," "intend," "plan," "outlook," "should," "could," "estimate," "confident" or "continue" or the plural, negative or other variations thereof or comparable terminology are intended to identify forward-looking forward-looking statements. These forward-looking statements speak only as of the date hereof and are based on management's current assumptions, expectations, beliefs, and information. As such, Rigetti's actual results could differ materially and adversely from those expressed in any forward-looking statement as a result of various factors and risks. Certain of these factors and risks, including market and other conditions, are discussed in more detail in Rigetti's most recently-filed Annual Report on Form 10-K, Rigetti's most recently-filed Quar

SIGNATURES

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: November 27, 2024 RIGETTI COMPUTING, INC. By: /s/ Jeffrey Bertelsen Jeffrey Bertelsen Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR