Item 2.02. Results of Operations and Financial Condition.
On November 14, 2022, Rigetti Computing, Inc. ("the Company") issued a press
release announcing business and management updates as well as updates regarding
the delayed timing of the Company's financial results for the three and
nine-month periods ended September 30, 2022 and matters related thereto. 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 Securities Exchange Act of 1934, as amended (the "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, except as expressly set forth by specific
reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 12, 2022, the board of directors of the Company accepted the
previously announced resignation of Dr. Chad Rigetti, the Company's Founder,
President and Chief Executive Officer, from all positions he holds with the
Company. The effective date of Dr. Rigetti's departure from the Company is
expected to be December 15, 2022, as previously announced. Until such departure
date, Dr. Rigetti remains a Director on the Company's board of directors and
will continue as a non-executive employee of the Company for the transition
period from November 12, 2022 until such departure date. The Company expects to
enter into a separation agreement with Dr. Rigetti, the terms of which will be
disclosed once available. As previously announced, the Company is conducting a
search for Dr. Rigetti's successor.
On November 12, 2022, the Company's board of directors appointed Rick Danis, the
Company's General Counsel and Corporate Secretary, to serve as Interim President
and Chief Executive Officer of the Company effective as of such date until a
successor to Dr. Rigetti has been appointed.
Mr. Danis, 53, has served as General Counsel and Corporate Secretary of Rigetti
since immediately following the consummation of the Business Combination and
served as Legacy Rigetti's General Counsel and Corporate Secretary from July
2019 until the consummation of the Business Combination. Prior to joining Legacy
Rigetti, Mr. Danis served as Chief Legal Officer and corporate secretary at
Kymeta Corporation from May 2018 to July 2019. Mr. Danis also served as Senior
Vice President and Assistant General Counsel at Funko from December 2017 to May
2018 and as General Counsel and Corporate Secretary at publicly traded Rightside
Group, Ltd. from August 2014 until August 2017. In addition, Mr. Danis has
served as a director on the board of F3 Nation, Inc. since January 2020. In all,
Mr. Danis has over 25 years of experience practicing law, almost
exclusively in-house at technology companies. Mr. Danis received a B.B.A. in
accounting from Ohio University and a J.D. from DePaul University College of
Law.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 8, 2022, the Board approved and adopted the Amended and Restated
Bylaws of the Company (the "Bylaws"), effective immediately. Among other things,
the amendments effected by the Bylaws enhance the procedural mechanics and
disclosure requirements in connection with stockholder nominations of directors
and the submissions of proposals regarding other business at stockholder
meetings, including by requiring (i) additional background information and
disclosures regarding proposing stockholders and proposed nominees, (ii) any
stockholder submitting a nomination notice to make a representation as to
whether such shareholder intends to solicit proxies in support of director
nominees other than the Company's nominees in accordance with Rule 14a-19 under
the Exchange Act and to provide reasonable evidence that certain requirements of
such rule have been satisfied and (iii) the nomination of each proposed director
nominee other than the Company's nominees be disregarded (notwithstanding that
the nominee is included as a nominee in the Company's proxy statement, notice of
meeting or other proxy materials for any annual meeting (or any supplement
thereto) and notwithstanding that proxies or votes in respect of the election of
such proposed nominees may have been received by the Company (which proxies and
votes shall be disregarded)) if, after a stockholder provides notice pursuant to
Rule 14a-19(b) under the Exchange Act, such stockholder subsequently fails to
comply with the requirements of Rule 14a-19 under the Exchange Act. The
amendments to the Bylaws also make certain other technical, modernizing and
clarifying changes.
The foregoing description of the changes contained in the Bylaws does not
purport to be complete and is qualified in its entirety by reference to the full
text thereof, a copy of which is attached hereto as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Amended and Restated Bylaws of Rigetti Computing, Inc.
99.1 Press release dated November 14, 2022
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
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RIGETTI COMPUTING, INC. 
