UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.02 | Unregistered Sales of Equity Securities. |
Since February 5, 2024, Rigetti Computing, Inc. (the “Company”) sold an aggregate of 10,056,799 shares of common stock to B. Riley Principal Capital II LLC under the Common Stock Purchase Agreement (the “Purchase Agreement”), dated as of August 11, 2022, by and between the Company and B. Riley Principal Capital II LLC and received net proceeds of $12.8 million. Gross proceeds from the issuance and sale of the shares were $13.2 million, and aggregate underwriting discounts or commissions were $0.4 million. The shares of common stock were issued in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. As previously disclosed, under the Purchase Agreement, the Company had the right to sell to B. Riley Principal Capital II LLC up to an aggregate of the lesser of (i) $75.0 million of shares of Company common stock and (ii) 23,648,889 shares of Company common stock. As of February 15, 2024, the Company had sold 23,648,889 shares of Company common stock and, accordingly, no shares remain available for sale under the Purchase Agreement as of such date.
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: February 15, 2024 | RIGETTI COMPUTING, INC. | |||||
| By: | /s/ Jeffrey Bertelsen | |||||
| Jeffrey Bertelsen | ||||||
| Chief Financial Officer | ||||||