CONTROLS AND PROCEDURES
−Removed: Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d15(e) under the Exchange Act) as of December 31, 2023.
−Removed: Based on the evaluation of our disclosure controls and procedures, our management concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective due to the material weaknesses described below.
−Removed: We have implemented additional controls over review of complex financial instrument valuations as described in our remediation plan below.
−Removed: The material weakness related to review of complex financial instrument valuations will not be considered remediated until such time as the additional controls operate for a sufficient period of time and management has concluded, through testing, that the controls are effective.
−Removed: We have added and continue to add additional controls over our year-end and quarter-end close processes, which are still being implemented.
−Removed: We have hired and intend to hire additional accounting resources.
−Removed: The material weakness related to our year-end and quarter-end close processes will not be considered remediated until such time as management designs and implements effective controls that operate for a sufficient period of time and has concluded, through testing, that these controls are effective.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
−Removed: After giving full consideration to the material weaknesses and the additional procedures that we performed, management has concluded that the consolidated financial statements contained in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with GAAP;
−Removed: however, the material weaknesses could have resulted in a misstatement of account balances or disclosures that would be considered material to the annual or interim consolidated financial statements and certain of the material weaknesses did result in errors in the financial statements and related disclosures as described below for the quarters ended March 31, 2022 and June 30, 2022, which we restated in 2022.
−Removed: Management’s Annual Report on Internal Control Over Financial Reporting
−Removed: Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, for Rigetti Computing, Inc.
−Removed: and its subsidiaries (collectively, the Company).
−Removed: Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.
−Removed: generally accepted accounting principles (GAAP).
−Removed: Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
−Removed: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;
−Removed: and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements, and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2023.
−Removed: In making this evaluation, our management used the criteria for effective internal control over financial reporting described in the “Internal Control—Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2023 due to the material weaknesses described below.
−Removed: Material Weaknesses
−Removed: As previously disclosed, in connection with the preparation of our unaudited condensed consolidated financial statements for the nine months ended October 31, 2021, we identified a material weakness in our internal control over financial reporting related to the lack of effective review controls over the accounting for complex financial instruments.
−Removed: Specifically, the controls failed to identify an error in the accounting for complex warrant instruments.
−Removed: The error related to the Company not properly accounting for the liability associated with the warrants to purchase common stock issued to Trinity Capital Inc.
−Removed: that were subsequently cancelled and reissued as new warrants in connection with an amendment to the Loan Agreement.
−Removed: In addition, in connection with the preparation of the financial statements for the second quarter of 2022, we identified and corrected an immaterial error related to the revaluation of the liability associated with the same warrants issued to Trinity Capital.
−Removed: In connection with the preparation of the financial statements for the third quarter of 2022, we discovered that the previously identified material weakness led to additional material errors related to the valuation of the Earn-out liabilities and the Private Warrant liability that affected the previously issued unaudited condensed consolidated financial statements as of and for the periods ended March 31, 2022 and June 30, 2022.
−Removed: These errors were corrected in the unaudited condensed consolidated financial statements as of and for the periods ended March 31, 2022 and June 30, 2022 through a restatement of previously filed financial statements for such periods.
−Removed: Our management concluded that the previously identified material weakness in our internal control over financial reporting related to complex financial instruments was due to the fact that at the time we initially identified the material weakness, we did not have sufficient accounting resources and did not have the necessary business processes and related internal controls formally designed and implemented to address the accounting and financial reporting requirements related to complex financial instruments.
−Removed: This material weakness continued to exist as of December 31, 2023 because the controls that were implemented as part of our plan to remediate this material weakness have not been operating for a sufficient period of time to allow management to conclude through testing that the controls are effective.
−Removed: Additionally, as previously disclosed, in connection with the preparation of the financial statements for the year ended December 31, 2022, we identified a material weakness in our internal control over financial reporting related to the design and operation of our overall closing and financial reporting processes, including the timely preparation of account reconciliations, effective segregation of duties, particularly with respect to change management and logical access over IT systems, and a lack of timely review over the financial statement close process.
−Removed: We have concluded that this material weakness is due to the fact that, between the date the Company went public pursuant to the Business Combination and December 31, 2022, the Company had limited resources and did not have the necessary business processes and related internal controls formally designed and implemented coupled with the appropriate resources with the appropriate level of experience and technical expertise to oversee our closing and financial reporting processes.
−Removed: This material weakness continued to exist as of December 31, 2023 due to the reasons described above, including the period of time required to hire and train new employees with the appropriate level of experience and technical expertise, and because the necessary controls to remediate the material weakness have only been partially implemented and have not yet been sufficiently tested.
+Added: Background and Remediation of Material Weaknesses
+Added: As previously reported, in connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2023, we identified two material weaknesses in our internal control over financial reporting.
+Added: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
+Added: Our management concluded that the previously identified material weakness in our internal control over financial reporting related to complex financial instruments was remediated as of March 31, 2024.
+Added: Our management concluded that the previously identified material weakness in our internal control over financial reporting related to the design and operation of our overall closing and financial reporting processes, including the timely preparation of account reconciliations, effective segregation of duties, particularly with respect to IT systems, and a lack of timely review over the financial statement close process was due to the fact that the Company had limited resources and did not have the necessary business processes and related internal controls formally designed and implemented coupled with the appropriate resources with the appropriate level of experience and technical expertise to oversee our closing and financial reporting processes.
Remediation Plan
−Removed: Our remediation plan related to the material weakness over the accounting for complex financial instruments includes:
−Removed: ● incorporating additional controls and procedures over the review of complex financial instrument valuations as well as technical accounting resources to identify the inventory of complex accounting and financial instruments that require accounting analysis and evaluation;
−Removed: ● enhancing the precision of review controls over complex financial instruments;
−Removed: ● augmenting the review process relating to the valuation analyses performed by the third-party valuation experts and accounting firms that are utilized by the Company.
−Removed: Our remediation plan related to the material weakness over our overall closing and financial reporting processes includes:
+Added: Our remediation plan related to the material weakness over our overall closing and financial reporting processes included:
● hiring sufficient personnel with technical accounting and financial reporting experience to augment our current staff, to achieve appropriate segregation of duties and to improve the effectiveness of our closing and financial reporting processes;
1 unchanged sentence
● implementing improved accounting and financial reporting procedures and systems to improve the completeness, timeliness and accuracy of our financial reporting and disclosures, including the assessment of more judgmental areas of accounting.
−Removed: The elements of our remediation plans can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
−Removed: As management continues to evaluate and work to improve our internal control over financial reporting, management may determine it is necessary to take additional measures to address the material weaknesses.
−Removed: These material weaknesses will not be considered remediated unless and until such time as management designs and implements effective controls that operate for a sufficient period of time and concludes, through testing, that these controls are effective.
−Removed: Until the controls have been operating for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively, the material weaknesses described above will continue to exist.
−Removed: Management is monitoring the progress of the remediation plan and reporting regularly to the audit committee of the board of directors on the progress and results of the remediation plan, including the identification, status and resolution of internal control deficiencies.
−Removed: We can provide no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weakness or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls.
−Removed: In addition, even if we are successful in strengthening our controls and procedures, in the future these controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.
+Added: These controls have been fully implemented and have been operating for a sufficient period of time, and management has concluded, through formal testing, that these controls are operating effectively.
+Added: Based on this assessment, management concluded that, as of December 31, 2024, the material weakness was remediated.
+Added: Limitations on Effectiveness of Controls and Procedures
+Added: In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
+Added: In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
+Added: Evaluation of Disclosure Controls and Procedures
+Added: Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report.
+Added: Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.
+Added: Management's Annual Report on Internal Control Over Financial Reporting
+Added: Our management, with the participation of our chief executive officer and our chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
+Added: Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Based on this assessment, management concluded that, as of December 31, 2024, our internal control over financial reporting was effective.
+Added: Attestation of Independent Registered Public Accounting Firm
+Added: This Annual Report on Form 10-K does not include an attestation report of our independent registered accounting firm on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 due to the exemption for “emerging growth company” as defined in the JOBS Act.
Changes in Internal Control over Financial Reporting
−Removed: Other than the remediation efforts described above, there have been no other changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: Attestation Report of the Registered Public Accounting Firm
−Removed: This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to an exemption for “emerging growth companies.”
+Added: Other than as described above regarding actions taken to remediate our material weakness, there have been no material changes in our internal control over financial that occurred during the three months ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
−Removed: Rule 10b5-1 Trading plan
−Removed: During the quarter ended December 31, 2023 , Michael Clifton , a member of our Board of directors , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10 b5- 1 (c) on November 16, 2023.
−Removed: The plan, which expires on February 13, 2026 , provides for the sale of up to 500,000 shares of our common stock.
+Added: During the three months ended December 31, 2024, no ne of the Company’s executive officers or directors adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement.”
DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this Item will be set forth in our proxy statement for the 2024 Annual Meeting of Stockholders of the Company, to be filed with the SEC within 120 days of December 31, 2023, and is incorporated herein by reference.
+Added: The information required by this Item will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders within 120 days of the end of the fiscal year to which this Annual Report on Form 10-K relates (our “Proxy Statement”), which information is incorporated by reference herein.
+Added: We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.
+Added: A copy of our Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
EXECUTIVE COMPENSATION
−Removed: The information required by this Item will be set forth in our proxy statement for the 2024 Annual Meeting of Stockholders of the Company, to be filed with the SEC within 120 days of December 31, 2023, and is incorporated herein by reference.
+Added: The information required by this Item will be included in our Proxy Statement, which information is incorporated by reference herein.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by this Item will be set forth in our proxy statement for the 2024 Annual Meeting of Stockholders of the Company, to be filed with the SEC within 120 days of December 31, 2023, and is incorporated herein by reference.
+Added: The information required by this Item will be included in our Proxy Statement, which information is incorporated by reference herein.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this Item will be set forth in our proxy statement for the 2024 Annual Meeting of Stockholders of the Company, to be filed with the SEC within 120 days of December 31, 2023, and is incorporated herein by reference.
+Added: The information required by this Item will be included in our Proxy Statement, which information is incorporated by reference herein.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The information required by this Item will be set forth in our proxy statement for the 2024 Annual Meeting of Stockholders of the Company, to be filed with the SEC within 120 days of December 31, 2023, and is incorporated herein by reference.
+Added: The information required by this Item will be included in our Proxy Statement, which information is incorporated by reference herein.
FINANCIALSTATEMENT SCHEDULES
37 unchanged sentences
March 4, 2021
−Removed: Loan and Security Agreement dated March 10, 2021, by and between Rigetti and Trinity Capital Inc.
−Removed: December 20, 2021
−Removed: Amendment No.
−Removed: 1 to Trinity Loan and Security Agreement dated May 18, 2021, by and between Rigetti and Trinity Capital Inc .
−Removed: December 20, 2021
−Removed: Amendment No.
−Removed: 2 to Trinity Loan and Security Agreement dated October 21, 2021, by and between Rigetti and Trinity Capital Inc.
−Removed: December 20, 2021
−Removed: Amendment No.
−Removed: 3 to Trinity Loan and Security Agreement dated January 27, 2022, by and between Rigetti & Co.
−Removed: LLC and Trinity Capital Inc.
−Removed: January 28, 2022
−Removed: Guaranty Agreement dated January 27, 2022, by and between Rigetti Holdings, Inc.
−Removed: and Trinity Capital Inc.
−Removed: January 28, 2022
−Removed: Amended and Restated Warrant to Purchase Stock, dated March 9, 2021, issued to Trinity Capital Inc.
−Removed: by Rigetti & Co, Inc .
−Removed: December 20, 2021
Manufacturing Agreement dated May 28, 2020, by and between Rigetti and Sparqtron Corporation.
23 unchanged sentences
Non-Employee Director Compensation Policy
−Removed: Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I, as amended.
−Removed: December 20, 2021
−Removed: Lease Agreement dated April 15, 2015, by and among Rigetti, Temescal, LP and Contra Costa Industrial Park, Ltd., as amended.
+Added: Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
December 20, 2021
−Removed: Amended & Restated Employment Agreement, dated February 2, 2022, between Rigetti Holdings, Inc.
−Removed: and Rick Danis.
−Removed: February 8, 2022
−Removed: Warrant Subscription Agreement, dated as of October 6, 2021, between Rigetti Holdings, Inc.
−Removed: and Ampere Computing LLC.
−Removed: Ampere Warrant, dated as of June 30, 2022, issued by Rigetti Computing, Inc.
−Removed: Common Stock Purchase Agreement, dated as of August 11, 2022, by and between Rigetti Computing, Inc.
−Removed: Riley Capital II, LLC.
−Removed: August 12, 2022
−Removed: Registration Rights Agreement, dated as of August 11, 2022, by and between Rigetti Computing, Inc.
−Removed: Riley Capital II, LLC.
+Added: First Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
+Added: Second Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
+Added: Fourth Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
+Added: Fifth Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
+Added: Sixth Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
+Added: Seventh Amendment to Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
August 8, 2024
−Removed: Interim President and Chief Executive Officer Letter Agreement for Rick Danis, dated as of December 1, 2022
+Added: Lease Agreement dated April 15, 2015, by and among Rigetti, Temescal, LP and Contra Costa Industrial Park, Ltd.
December 20, 2021
+Added: Amendment No.
+Added: 1 to the Lease Agreement dated April 15, 2015, by and among Rigetti, Temescal, LP and Contra Costa Industrial Park, Ltd.
+Added: Amendment No.
+Added: 2 to the Lease Agreement dated April 15, 2015, by and among Rigetti, Temescal, LP and Contra Costa Industrial Park, Ltd.
+Added: Notice of Option to Extend Lease Term to the Lease Agreement dated April 15, 2015, by and among Rigetti, Temescal, LP and Contra Costa Industrial Park, Ltd.
Executive Employment Agreement, dated December 7, 2022, by and between Rigetti Computing, Inc.
4 unchanged sentences
February 10, 2023
−Removed: Separation Agreement for Chad Rigetti, dated as of February 14, 2023
−Removed: February 16, 2023
Amended and Restated Employment Agreement, dated as of March 2, 2023, between Rigetti Computing, Inc.
1 unchanged sentence
April 5, 2023
−Removed: Separation Agreement for Michael Harburn, dated as of February 15, 2023
−Removed: Separation Agreement for Brian Sereda, dated as of March 28, 2023
+Added: 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.
+Added: LLC, Temescal, LP, Costa Industrial Park, II
+Added: September 24, 2024
+Added: Amended & Restated Employment Agreement, dated February 2, 2022, between Rigetti Holdings, Inc.
+Added: and Rick Danis.
+Added: February 8, 2022
+Added: Transition Services Agreement, by and between Rick Danis and Rigetti Computing, Inc.
+Added: , dated as of November 6, 2024.
+Added: November 8, 2024
+Added: Third Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
+Added: Insider Trading Policy
List of Subsidiaries of Rigetti Computing, Inc.
−Removed: March 7, 2022
Consent of BDO USA P.C .
7 unchanged sentences
Incentive Compensation Recoupment Policy
+Added: March 14, 2024
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
20 unchanged sentences
Each person whose individual signature appears below hereby authorizes and appoints Dr.
−Removed: Subodh Kulkarni, Jeffrey Bertelsen and Rick Danis, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
+Added: Subodh Kulkarni and Jeffrey Bertelsen, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
16 unchanged sentences
Michael Clifton
−Removed: /s/ David Cowan
−Removed: March 14, 2024
/s/ Alissa Fitzgerald
10 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.