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Washington, D.C. 20549









Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 10, 2023





(Exact name of registrant as specified in its charter)




Delaware   001-40140   88-0950636

(State or Other Jurisdiction

of Incorporation)



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)



(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
  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 2.02. Results of Operations and Financial Condition.


On August 10, 2023, Rigetti Computing, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”) and is hereby incorporated by reference.


The information included in Item 2.02 of this Current Report (including Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (“Securities Act”), except as expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


99.1  Press Release issued by Rigetti Computing, Inc. dated August 10, 2023
104  Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document







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.


Dated: August 10, 2023



/s/ Jeffrey Bertelsen

  Jeffrey Bertelsen  
  Chief Financial Officer  





Exhibit 99.1


Rigetti Computing Reports Second Quarter 2023 Results


Completes its first QPU sale to a national lab


Signs collaboration agreement with ADIA Lab to develop a quantum machine learning solution for probability distribution classification


Remains on-track to reach year-end technology milestones with fourth generation system


Riverlane becomes first external partner using the Ankaa™-1 system and will be conducting error correction research


Berkeley, Calif., August 10, 2023 (Globe Newswire) -- Rigetti Computing, Inc. (Nasdaq: RGTI) (“Rigetti” or the “Company”), a pioneer in full-stack quantum-classical computing, today announced its financial results for the second quarter ended June 30, 2023.


Second Quarter 2023 Financial Highlights


Total revenues for the three months ended June 30, 2023 were $3.3 million


Total operating expenses for the three months ended June 30, 2023 were $19.0 million


Operating loss for the three months ended June 30, 2023 was $16.2 million


Net loss for the three months ended June 30, 2023 was $17.0 million


As of June 30, 2023, cash, cash equivalents and available-for-sale securities totaled $105.5 million


Based on its current operating plan, Rigetti expects to have cash, cash equivalents, and available-for-sale securities of between $65-$75 million at the end of 2023


Business Updates


The Company recently completed its first QPU sale to a national lab. Rigetti delivered a 9-qubit QPU and associated hardware to the lab, which features a square lattice with tunable couplers that can perform entangling two-qubit gate operations.


The Company also recently announced that it signed a collaboration agreement with ADIA Lab to design, build, execute, and optimize a quantum computing solution intended to address the probability distribution classification problem, which has many direct applications to practical use cases in the investment industry. Tackling real-world, computationally challenging problems like this is an important part of working towards narrow quantum advantage.





Technology Roadmap


“After having launched the Ankaa-1 system internally, we are excited to have our longtime partner, Riverlane, as the first external partner using the system to work on improving error correction techniques on our new architecture,” said Dr. Subodh Kulkarni, Rigetti Chief Executive Officer. "We also look forward to making Ankaa-2, our most innovative system to date, available to the general public in Q4 of this year."


As previously disclosed, the Company is continuing to work to improve the Ankaa-1 system performance with the goal of reaching median 2-qubit fidelity of 98% to support the anticipated Ankaa-2 84-qubit system. The Company’s Ankaa-2 84-qubit system, with anticipated improvements in design and performance, is expected to be deployed and made available to external customers in the fourth quarter of 2023. The Company remains committed to working to achieve median 2-qubit fidelity of 99% with the anticipated Ankaa-2 system, which we expect to be achieved in 2024, and development of the 336-qubit Lyra™ system thereafter.


Conference Call and Webcast


Rigetti will host a conference call later today at 5:00 p.m. ET, or 2:00 p.m. PT, to discuss its second quarter 2023 financial results.


You can listen to a live audio webcast of the conference call at https://edge.media-server.com/mmc/p/4bzw4uyb or the "Events & Presentations" section of the Company's Investor Relations website at https://investors.rigetti.com/. A replay of the conference call will be available at the same locations following the conclusion of the call for one year.


To participate in the live call, you must register using the following link: https://register.vevent.com/register/BI5592d0b18e3b479d8ab50210e45af9e4. Once registered, you will receive dial-in numbers and a unique PIN number. When you dial in, you will input your PIN and be routed into the call. If you register and forget your PIN, or lose the registration confirmation email, simply re-register to receive a new PIN.


About Rigetti


Rigetti is a pioneer in full-stack quantum computing. The Company has operated quantum computers over the cloud since 2017 and serves global enterprise, government, and research clients through its Rigetti Quantum Cloud Services platform. The Company’s proprietary quantum-classical infrastructure provides high performance integration with public and private clouds for practical quantum computing. Rigetti has developed the industry’s first multi-chip quantum processor for scalable quantum computing systems. The Company designs and manufactures its chips in-house at Fab-1, the industry’s first dedicated and integrated quantum device manufacturing facility. Learn more at www.rigetti.com.





Cautionary Language Concerning Forward-Looking Statements


This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to the sale of a 9-qubit system to a national lab and expectations of making similar additional sales; the collaboration agreement with ADIA Lab to develop a quantum machine learning solution for probability distribution classification; its deployment of the Ankaa-1 system to the first external customer, Riverlane and expectations related to error correction research; the anticipated release of additional systems to the general public, or at all; the Company’s updated business plan, including with respect to its objectives and its technology roadmap, including its ability to achieve milestones including with respect to the Ankaa 84-qubit system and the achievement of target gate fidelities, including at least median 2-qubit fidelity of 98% on Ankaa-1 and at least 99% median 2-qubit gate fidelity on the anticipated Ankaa-2 on the anticipated timing or at all; the Company’s expectations with respect to the timing of next generation systems; the Company’s ability to scale to develop the Lyra 336-qubit system and develop practical applications on the anticipated timing or at all; the Company’s expectations with respect to the anticipated stages of quantum technology maturation, including its ability to develop a quantum computer that is able to solve a practical, operationally relevant problem significantly better, faster, or cheaper than a current classical solution and achieve narrow quantum advantage on the anticipated timing or at all; the Company’s development activities and the ability of technology to solve problems; expectations regarding cash, cash equivalents and available-for-sale securities at December 31, 2023 and the time by which the Company expects it will need to raise additional funding, including expectations with respect to capital expenditures; expectations with respect to the potential of the Company, including the potential for the Company to contribute value; and the potential of quantum computing. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the Company’s ability to achieve milestones, technological advancements, including with respect to its technology roadmap, help unlock quantum computing, and develop practical applications; the ability of the Company to obtain government contracts successfully and in a timely manner and the availability of government funding; the potential of quantum computing; the ability of the Company to expand its QCaaS business; the success of the Company’s partnerships and collaborations; the Company’s ability to accelerate its development of multiple generations of quantum processors; the outcome of any legal proceedings that may be instituted against the Company or others; the ability to meet stock exchange listing standards; the ability to recognize the anticipated benefits of the business combination with Supernova, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and attract and retain management and key employees; costs related to operating as a public company; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, or competitive factors; the Company’s estimates of expenses and profitability; the evolution of the markets in which the Company competes; the ability of the Company to execute on its technology roadmap; the ability of the Company to implement its strategic initiatives, expansion plans and continue to innovate its existing services; the expected use of proceeds from the Company’s past and future financings or other capital; the sufficiency of the Company’s cash resources; macroeconomic conditions, including unfavorable conditions in the Company’s industry, the global economy or global supply chain, including financial and credit market fluctuations and uncertainty, rising inflation and interest rates, impacts of the COVID-19 pandemic, disruptions in banking systems, increased costs, international trade relations, political turmoil, natural catastrophes, warfare (such as the ongoing military conflict between Russia and Ukraine and related sanctions against Russia), and terrorist attacks; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, the Company’s future filings with the SEC, including the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2023, and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations.









   June 30,   December 31, 
(In thousands, except share information)  2023   2022 
Cash and cash equivalents  $21,712   $57,888 
Available-for-sale investments   83,765    84,923 
Accounts receivable   7,629    6,235 
Prepaid expenses and other current assets   3,338    2,450 
Forward contract—assets   1,085    2,229 
Deferred offering costs       742 
Total current assets   117,529    154,467 
Property and equipment, net   41,356    39,530 
Operating lease – right-of-use assets, net   8,552    9,316 
Other assets   130    129 
Total assets  $167,567   $203,442 
Accounts payable  $947   $1,938 
Accrued expenses and other current liabilities   6,557    8,205 
Deferred revenue   833    961 
Debt - current portion   10,666    8,303 
Operating lease liabilities—current   2,349    2,345 
Total current liabilities   21,352    21,752 
Debt - net of current portion   16,096    20,635 
Operating lease liabilities - noncurrent   7,275    7,858 
Derivative warrant liabilities   2,645    1,767 
Earn-out liabilities   1,837    1,206 
Total liabilities   49,205    53,218 
Commitments and contingencies          
Stockholders’ equity:          
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, none outstanding        
Common stock, par value $0.0001 per share, 1,000,000,000 shares authorized, 132,401,062 shares issued and outstanding at June 30, 2023 and 125,257,233 shares issued and outstanding at December 31, 2022   13    12 
Additional paid-in capital   437,320    429,025 
Accumulated other comprehensive gain (loss)   1    (161)
Accumulated deficit   (318,972)   (278,652)
Total stockholders’ equity   118,362    150,224 
Total liabilities and stockholders’ equity  $167,567   $203,442 









   Three Months Ended June 30,   Six Months Ended June 30, 
(In thousands, except per share amounts)  2023   2022   2023   2022 
Revenue  $3,327   $2,134   $5,527   $4,238 
Cost of revenue   597    873    1,106    1,287 
Total gross profit   2,730    1,261    4,421    2,951 
Research and development   13,219    12,747    26,925    26,673 
Selling, general and administrative   5,747    14,272    14,761    27,308 
Restructuring           991     
Total operating expenses   18,966    27,019    42,677    53,981 
Loss from operations   (16,236)   (25,758)   (38,256)   (51,030)
Other income (expense), net                    
Interest expense   (1,574)   (1,040)   (3,038)   (2,244)
Interest income   1,199        2,483     
Change in fair value of derivative warrant liabilities   (5)   7,980    (878)   11,750 
Change in fair value of earn-out liabilities   (350)   6,566    (631)   12,557 
Transaction costs               (927)
Total other income (expense), net   (730)   13,506    (2,064)   21,136 
Net loss before provision for income taxes   (16,966)   (12,252)   (40,320)   (29,894)
Provision for income taxes                
Net loss  $(16,966)  $(12,252)  $(40,320)  $(29,894)
Net loss per share attributable to common stockholders - basic and diluted  $(0.13)  $(0.11)  $(0.32)  $(0.36)
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted   128,515    114,096    126,657    84,061 









   Six Months Ended June 30, 
(In thousands)  2023   2022 
Net loss  $(40,320)  $(29,894)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   4,249    2,978 
Stock-based compensation   5,058    22,522 
Change in fair value of earn-out liabilities   631    (12,557)
Change in fair value of derivative warrant liabilities   878    (11,750)
Change in fair value of forward contract   1,144    (5,077)
Impairment of deferred offering costs   836     
Amortization of debt issuance costs   428    416 
Accretion of available-for-sale securities   (1,571)    
Accretion of debt commitment fee   158    116 
Accretion of debt end-of-term liabilities   96    135 
Non-cash lease expense   764     
Changes in operating assets and liabilities:          
Accounts receivable   (1,394)   (1,030)
Prepaid expenses and other current assets   (888)   (2,898)
Other assets   (1)   34 
Deferred revenue   (128)   123 
Accounts payable   (1,298)   (882)
Accrued expenses and other current liabilities   (2,260)   2,557 
Other liabilities       122 
Net cash used in operating activities   (33,618)   (35,085)
Purchases of property and equipment   (5,735)   (10,636)
Purchases of available-for-sale securities   (57,619)    
Maturities of available-for-sale securities   60,589     
Net cash used in investing activities   (2,765)   (10,636)
Proceeds from Business Combination, net of transaction costs paid       225,604 
Transaction costs paid directly by Rigetti       (17,428)
Proceeds from issuance of notes payable       5,000 
Payment on principal of notes payable   (2,858)    
Payments on deferred offering costs   (107)    
Payments on debt issuance costs       (85)
Payment on loan and security agreement exit fees       (1,000)
Proceeds from sale of common stock through Common Stock Purchase Agreement   2,348     
Proceeds from issuance of common stock upon exercise of stock options and warrants   903    5,675 
Net cash provided by financing activities   286    217,766 
Effects of exchange rate changes on cash and cash equivalents   (79)   46 
Net (decrease) increase in cash and cash equivalents   (36,176)   172,091 
Cash and cash equivalents – beginning of period   57,888    12,046 
Cash and cash equivalents – end of period  $21,712   $184,137 
Cash paid for interest  $2,330   $1,708 
Initial fair value of earn-out liability acquired in merger  $   $20,413 
Initial fair value of private placement and public warrant liability acquired in merger  $   $22,932 
Exercise of loan and security agreement warrants  $   $6,370 
Settlement of the first tranche of forward contract  $   $3,305 
Unrealized gain on short-term investments  $241   $ 
Capitalization of deferred costs to equity upon share issuance  $13   $848 
Purchases of property and equipment recorded in accounts payable  $307   $428 
Purchases of property and equipment recorded in accrued expenses  $33   $