Business Context and Reporting Period
Rigetti Computing, Inc. filed this Form 8-K dated July 6, 2022, reporting events occurring primarily on June 29–30 and July 5, 2022. The filing concerns board leadership changes and a warrant transaction with Ampere Computing LLC. Rigetti’s common stock and warrants trade on Nasdaq under RGTI and RGTIW.
Key Financial Metrics and Capitalization
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating performance metrics.
- Ampere paid $5.0 million, including the exercise price, for a warrant covering 1.0 million shares.
- Upon issuance, 500,000 shares vested and were immediately exercised by Ampere.
- Ampere is required to pay an additional $4,999,950 no later than the second anniversary of the October 6, 2021 warrant subscription agreement. Upon payment, the remaining 500,000 shares will vest and become exercisable.
- The warrant exercise price is $0.0001 per share.
Material Changes Versus the Prior Comparable Period
- Chairman General Peter Pace resigned as a director effective July 15, 2022, at 12:00 p.m. Eastern Time, citing a desire to spend more time with his family. The filing states that his resignation was not related to any disagreement with the company.
- Cathy McCarthy, an existing director, was appointed Chair of the Board effective July 15, 2022.
- H. Gail Sandford was appointed to the Audit Committee and the Nominating and Corporate Governance Committee, effective July 15, 2022.
- Upon Pace’s resignation, 68,043 unvested restricted shares and 15,075 unvested restricted stock units were scheduled to accelerate and immediately vest.
- Rigetti issued the Ampere warrant and 500,000 common shares were immediately exercised, increasing shares outstanding relative to the prior period. The filing does not state the resulting total shares outstanding.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
- The filing provides no financial guidance or operating outlook.
- The warrant and shares issued or issuable under it were not registered under the Securities Act and were issued pursuant to an exemption.
- Rigetti agreed to use commercially reasonable efforts to file a resale registration statement within 15 business days after June 30, 2022, the warrant closing date.
- The warrant transaction was conditioned on completion of the business combination and entry into a collaboration agreement between Legacy Rigetti and Ampere.
- The filing states that the described warrant terms are qualified in their entirety by the related Warrant Subscription Agreement and warrant filed as Exhibits 99.2 and 99.3.
Important Facts for Investors to Verify
- Confirm completion and timing of General Pace’s resignation and the transition to Cathy McCarthy as Board Chair.
- Verify the accounting and dilution effects of the 500,000 shares issued and exercised by Ampere and the potential additional 500,000 shares.
- Monitor whether Ampere makes the additional $4,999,950 payment and whether the remaining warrant shares vest and become exercisable.
- Check whether Rigetti filed the required resale registration statement within the stated 15-business-day period.
- Review Exhibits 99.2 and 99.3 for the complete warrant terms, including conditions, expiration, and transfer provisions.