Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 25, 2023, Rigetti Computing, Inc. (the "Company") received a letter
from the Listing Qualifications Department of The Nasdaq Stock Market, LLC,
("Nasdaq"), indicating that, based on the closing bid price for the previous 30
consecutive business days, the listing of the Company's common stock was not in
compliance with Nasdaq Listing Rule 5550(a)(2) to maintain a minimum bid price
of $1.00 per share (the "Bid Price Rule").
Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar
days, or until July 24, 2023 (the "Compliance Date"), to regain compliance. If
at any time during this 180-day period the closing bid price of the Company's
common stock is at least $1.00 for a minimum of ten consecutive business days,
the Company will regain compliance. If the Company is unable to regain
compliance before the Compliance Date, the Company may be eligible for an
additional 180 calendar days to satisfy the Bid Price Rule. To qualify, the
Company will be required to meet the continued listing requirement for market
value of publicly held shares and all other initial listing standards for the
Nasdaq Capital Market with the exception of the Bid Price Rule, and will need to
provide written notice of its intention to cure the deficiency during such
additional compliance period, by effecting a reverse stock split, if necessary.
However, if it appears to Nasdaq staff that the Company will not be able to cure
the deficiency, or if the Company is otherwise not eligible for the additional
compliance period, and the Company does not regain compliance by the Compliance
Date, the Nasdaq Capital Market will provide written notification to the Company
that its common stock is subject to delisting. At that time, the Company may
appeal the delisting determination to a hearings panel pursuant to the
procedures set forth in the applicable Nasdaq Listing Rules. However, there can
be no assurance that, if the Company does appeal the delisting determination by
Nasdaq to the panel, such appeal would be successful.
The Company intends to actively monitor the closing bid price of its common
stock and, as appropriate, will consider available options to regain compliance
with the Bid Price Rule, including potentially seeking to effect a reverse stock
split. There can be no assurance that the Company will be able to regain
compliance with Nasdaq's Listing Rule 5550(a)(2) or will otherwise be in
compliance with other Nasdaq listing criteria and that the Company will be able
to maintain its listing with Nasdaq.
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