RGTIW Rigetti Computing Inc

 

 

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): September 24, 2024

 

 

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)		(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)

 

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  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 8.01

Other Events.

 

On September 24, 2024, Rigetti & Co., LLC (“Rigetti LLC”), a wholly-owned subsidiary of Rigetti Computing, Inc. (the “Company”) entered into an Amendment No. 3 (the “Third Amendment”), dated September 20, 2024, to that certain Standard Industrial/Commercial Multi-Tenant Lease – Gross (as previously amended, the “Original Lease”), by and among Rigetti LLC, Temescal, LP, a California limited partnership, and Contra Costa Industrial Park, II, a California limited partnership (collectively, “Lessor”) dated April 15, 2015, whereby the Company leases certain premises located in 775 Heinz Avenue, Berkeley, CA 94710, the Company’s corporate headquarters.

 

The Third Amendment extends the Original Lease to October 31, 2028, with an option to extend the term of the lease, and sets new rental rates of $71,756.25 per month (the “Base Rent”) that are effective as of November 1, 2025. Beginning on November 1, 2026, and on the first and each successive anniversary during the term of the lease (each an “Adjustment Date”), the Base Rent due shall be adjusted to an amount equal to the Base Rent payable for the month immediately preceding such Adjustment Date multiplied by 103%. All other terms of the Original Lease remain in full force and effect.

 

The foregoing description of the Third Amendment is qualified in its entirety by the full text of the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

 

Item 9.01	Financial Statements and Exhibits.
10.1	Amendment No. 3, dated as of September 20, 2024, to Standard Industrial/Commercial Multi-Tenant Lease – Gross dated as of April 15, 2015, by and between Rigetti & Co., LLC, Temescal, LP, Contra Costa Industrial Park, II
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: September 24, 2024

 

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

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 3 

TO 

STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE – GROSS

 

This Amendment No. 3 to Standard Industrial/Commercial Multi-Tenant Lease – Gross (this “Amendment No. 3”) is entered into as of September 20, 2024, by and between Temescal, LP, a California limited partnership and Contra Costa Industrial Park, II, a California limited partnership (collectively, “Lessor”) and Rigetti & Co, LLC, a Delaware limited liability company, formerly known as Rigetti & Co, Inc., a Delaware corporation (“Lessee”) and amends that certain Standard Industrial/ Commercial Multi-Tenant Lease – Gross, dated as of April 15, 2015, as amended by that certain Amendment No. 1 thereto, dated as of May 11, 2017 and that certain Amendment No. 2 thereto, dated as of March 29, 2018 (collectively, the “Lease”). All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Lease.

 

RECITAL

 

Lessor and Lessee desires to extend the term of the Lease to October 31, 2028, set the Base Rent applicable as of November 1, 2025 and make other changes, all as set forth in detail herein.

 

AGREEMENT

 

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Lease is hereby amended as follows:

 

1.            Term/Extension. The Expiration Date shall be October 31, 2028. Lessor hereby grants Lessee with one final Option to extend the Term, which shall be exercised as described in and subject to Paragraph 53 of the Lease (as modified by the redefinition of the term “Expiration Date” above), provided, further, however that the “Option Term” shall be five (5) years (in lieu of the three (3) year term described as the Option Term is said Paragraph 53).

 

2.            Base Rent. As of November 1, 2025, the Base Rent payable monthly shall be $71,756.25. On November 1, 2026, and on the first and each successive anniversary thereof during the Term (each an “Adjustment Date”), the Base Rent due hereunder shall be adjusted to an amount equal to the Base Rent payable for the month immediately preceding such Adjustment Date multiplied by One Hundred and Three percent (103%).

 

3.            Except as set forth above, all other terms and provisions of the Lease shall remain in full force and effect. No part of the Lease, including this Amendment No. 3, is intended to or shall be construed as establishing separate tenancies or separate lease agreements as to the specific property occupied by Lessee hereunder.

 

4.            Without waiving Lessee’s obligations pursuant to Paragraph 7.3(b) of the Lease, Lessor acknowledges that Lessee is engaged in exploring and pursuing electrical upgrades to the Project and/or Premises to include a new substation (which may include an interrupter, transformer, main switchboard, etc…), and Lessor acknowledges that in connection with Lessor’s consent thereto (as, when and if provided in accordance with the Lease), Lessee shall not be responsible to further modify, relocate or restore the such electrical upgrades (upon completion thereof) at the Expiration of earlier termination of the Lease.

 

 

IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 effective as of the date first above written.

 

LESSOR:				LESSEE:
TEMESCAL, L.P.				Rigetti & Co, LLC,
A California limited partnership				a Delaware limited liability company
By:	Libitzky Development Corp.,			/s/ Jeffrey Bertelsen
	a California corporation			By:	Jeffrey Bertelsen
Its:	General Partner			Its:	CFO
	/s/ Moses S. Libitzky
	By:	Moses S. Libitzky
	Its:	President
CONTRA COSTA INDUSTRIAL
PARK, Ltd., a California limited partnership
By	Ziegler Development Corp.,
	a California corporation, its
	General Partner
	/s/ Michael H. Ziegler
	By:	Michael H. Ziegler
	Its:	President

 

 

v3.24.3

Cover	Sep. 24, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 24, 2024
Entity File Number	001-40140
Entity Registrant Name	RIGETTI COMPUTING, INC.
Entity Central Index Key	0001838359
Entity Tax Identification Number	88-0950636
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	775 Heinz Avenue
Entity Address, City or Town	Berkeley
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94710
City Area Code	510
Local Phone Number	210-5550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	RGTI
Security Exchange Name	NASDAQ
Warrant [Member]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	RGTIW
Security Exchange Name	NASDAQ

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