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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):
March 19, 2026
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 communication 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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 19, 2026, H. Gail
Sandford notified Rigetti Computing, Inc. (the “Company”) that she would not stand for re-election to the Board of Directors
of the Company (the “Board”) upon the completion of her current term, which expires at the Company’s 2026 Annual Meeting
of Stockholders. Ms. Sandford’s decision not to stand for re-election was not due to any disagreement with the Company on any matter
relating to the Company’s operations, policies or practices. The Company thanks Ms. Sandford for her commitment and service to the
Company.
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: March 20, 2026 |
RIGETTI COMPUTING, INC. |
| |
|
|
| |
By: |
/s/ Jeffrey Bertelsen |
| |
|
Jeffrey Bertelsen |
| |
|
Chief Financial Officer |